FIDELITY COMMONWEALTH TRUST
N-30B-2, 1994-01-12
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(2_FIDELITY_LOGOS)FIDELITY
 
MARKET INDEX
FUND
SEMIANNUAL REPORT
OCTOBER 31, 1993 
CONTENTS
 
 
PRESIDENT'S MESSAGE    3    Ned Johnson on stock market              
                            cautions.                                
 
PERFORMANCE            4    How the fund has done over time.         
 
FUND TALK              6    The manager's review of fund             
                            performance, strategy, and outlook.      
 
INVESTMENT CHANGES     9    A summary of major shifts in the         
                            fund's investments over the last six     
                            months.                                  
 
INVESTMENTS            10   A complete list of the fund's            
                            investments with their market value.     
 
FINANCIAL STATEMENTS   30   Statements of assets and liabilities,    
                            operations, and changes in net           
                            assets, as well as financial             
                            highlights.                              
 
NOTES                  34   Footnotes to the financial               
                            statements.                              
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR 
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY 
AN EFFECTIVE PROSPECTUS. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A 
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE 
FDIC.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
As 1993 draws to a close and the stock market continues to climb, many of
you may be wondering if this is the top and what you should do. Making a
sound decision requires some perspective on the market and an understanding
of its risks.
Those of us who invested in the stock market during the '80s benefited from
a period of unusually good performance. During that time, the Standard
& Poor's 500 index - a common proxy for the U.S. stock market -
returned 18% on average each year. This was far above the market's average
annual return since 1926 of 10%. Although the S&P 500 was up 7.62% for
1992, that was less than half of what we saw in the '80s and below the
market's long-term average. We believe this could be an example of the more
modest returns we might see in the '90s.
It's impossible to predict where the market will go from here. What we do
know is that historically the market has on average had a decline of 10% or
more every two years. We haven't seen a 10% drop in the market since
October 1990. Furthermore, stocks today are not cheap. Current valuations -
yardsticks like high price-to-earnings ratios and low dividend yields - are
at extremes. Low interest rates and the record amount of money that has
poured into stock funds in 1993 have helped push the market higher. As real
estate investments have become less attractive, many people have instead
put money in stocks, also helping to fuel the market's rise.
When there is this much uncertainty about what is next, a long-term,
disciplined approach to the stock market seems to make the most sense. A
good definition of long term is a minimum of five years. If you leave your
money invested that long, you should be able to ride out the market's
declines. A regular investment plan - investing a certain amount of money
each month or quarter - should also help you avoid buying exclusively at
the peak of the market. While this strategy can't protect you from a loss
in a declining market, and won't guarantee a profit, it should over time
help lower the average cost of your purchase. The key is that you follow
your plan during both market ups and downs.
No matter what happens in the market, we believe you can benefit from
practicing these investment principles. If we can help, please call us at
1-800-544-8888.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage of change in value, the average annual
percentage change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1993      PAST 6   PAST 1   LIFE OF   
                                    MONTHS   YEAR     FUND      
 
Market Index                        7.59%    14.48%   54.59%    
 
S&P 500(Registered trademark)   7.82%    14.94%   55.24%    
 
Average S&P 500 Index Fund      7.40%    14.10%   49.57%    
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, or since the fund
began on March 6, 1990. For example, if you invested $1,000 in a fund that
had a 5% return over the past year, you would end up with $1,050. You can
compare the fund's returns to the performance of the Standard & Poor's
500 index - a common proxy for the U.S. stock market. You can also compare
them to the average S&P 500 index fund, which reflects the performance
of over 35 funds with similar objectives tracked by Lipper Analytical
Services. Both benchmarks include reinvested dividends and capital gains,
if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1993            PAST 1   LIFE OF   
                                          YEAR     FUND      
 
Market Index                              14.48%   12.64%    
 
S&P 500(Registered trademark)         14.94%   12.77%    
 
Average S&P 500 Index Fund            14.10%   11.67%    
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
 
$10,000 OVER LIFE OF FUND
         Market Index Fund (317)     S&P 500
03/06/90               10000.00     10000.00
03/31/90               10080.00     10077.26
04/30/90                9832.00      9825.33
05/31/90               10828.00     10783.30
06/30/90               10759.06     10709.97
07/31/90               10726.82     10675.70
08/31/90                9755.69      9710.62
09/30/90                9278.84      9237.71
10/31/90                9246.33      9197.99
11/30/90                9843.78      9792.18
12/31/90               10104.77     10065.38
01/31/91               10552.32     10504.23
02/28/91               11307.81     11255.28
03/31/91               11576.41     11527.66
04/30/91               11605.36     11555.33
05/31/91               12101.67     12054.52
06/30/91               11541.34     11502.42
07/31/91               12083.38     12038.43
08/31/91               12362.75     12323.74
09/30/91               12158.51     12117.94
10/31/91               12318.05     12280.32
11/30/91               11818.44     11785.42
12/31/91               13169.30     13133.67
01/31/92               12923.46     12889.39
02/29/92               13084.53     13056.95
03/31/92               12824.50     12802.34
04/30/92               13199.93     13178.73
05/31/92               13259.66     13243.30
06/30/92               13062.41     13045.98
07/31/92               13590.57     13579.56
08/31/92               13311.46     13301.18
09/30/92               13465.08     13458.13
10/31/92               13503.97     13505.23
11/30/92               13957.70     13965.76
12/31/92               14131.46     14137.54
01/31/93               14240.20     14256.30
02/28/93               14431.57     14450.18
03/31/93               14731.94     14755.08
04/30/93               14368.78     14398.01
05/31/93               14749.44     14783.88
06/30/93               14784.83     14826.75
07/31/93               14718.45     14767.44
08/31/93               15267.18     15327.13
09/30/93               15147.30     15209.11
10/31/93               15458.88     15523.94
 
$15,524
$15,459
$10,000 OVER LIFE OF FUND:  Let's say you invested $10,000 in Fidelity
Market Index Fund on March 6, 1990, when the fund started. As the chart
shows, by October 31, 1993, the value of your investment would have grown
to $15,459 - a 54.59% increase on your initial investment. For comparison,
look at how the S&P 500 did over the same period. With dividends
reinvested, the same $10,000 investment would have grown to $15,524 - a
55.24% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks will vary. That means if 
you sell your shares during a 
market downturn, you might 
lose money. But if you can 
ride out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
An interview with Jonathan Weed, Portfolio Manager of Fidelity 
Market Index Fund 
Q. JAY, HOW DID THE FUND DO?
A. The fund returned 7.59% for the six months ended October 31, 1993
compared to the benchmark against which it's measured, the S&P 500
index, which was up 7.82%. For the year ended October 31, the fund returned
14.48% and the index returned 14.94%. The difference can be attributed to
expenses. Looking at another comparison, the fund beat the average S&P
500 index fund, which was up 7.40% for the six-month period and 14.10% for
the year period, according to Lipper Analytical Services.
Q. WHICH INDUSTRIES LED THE FUND'S PERFORMANCE?
A. Since the fund seeks to match the S&P 500 index, the same industries
helped both. Over the past six months, broadcast and media stocks, like
Paramount, and computer software stocks, like Oracle, provided a big kick.
Both industries returned about 34%. Semiconductor stocks also did well
posting gains of 26%. Some laggards included pharmaceutical stocks and
regional banks which were down 12% and 10%, respectively.
Q. WERE THERE ANY SIGNIFICANT CHANGES TO THE INDEX DURING THE YEAR?
A. Yes, there were nine changes over the past 12 months. This is also about
the level we experienced over the prior two years. During the year,
however, the pace has accelerated with eight of these changes taking place
in the last four months. That's a rate we haven't seen since the "merger
mania" of the late 1980s. This rapid pace means that, more than ever, the
ability to track the index is important. As the fund manager, my job is to
try to make sure that the names and amounts of the stocks in the fund mimic
the index as closely as possible. Paying close attention to these changes
and reacting to them quickly is an important factor for keeping the fund's
perfomance in line with the index. 
Q. SOME EXPERTS ARE SAYING THAT STOCKS ARE TOO HIGH. WHAT'S YOUR VIEW? 
A. I think that stocks are fully valued. But, with Treasury bonds currently
yielding about 6%, and Treasury bills yielding about 3%  -  which is also
the rate of inflation  - there does not seem to be a lot of appealing
investment alternatives out there. And if you look closely at some
well-known measures of stock prices, you can find some compelling evidence
to justify today's prices. One important factor to consider is a stock's
price-to-
earnings ratio  -  or the stock's present price divided by next year's
expected earnings. The multiple on expected next year's earnings for the
S&P 500 index has hovered around 17 over the past 2 1/2 years. That
means earnings expectations have kept up with the rising market.
Q. STILL, ANOTHER MEASURE OF PRICES  -  THE PRICE-TO-DIVIDEND RATIO  -  IS
AT VERY HIGH LEVELS...
A. The price-to-dividend ratio  -  or the total price of all stocks in the
S&P 500 divided by the dividends of these companies  -  stands at about
37, a level that's similar to the ratio preceding the stock market
correction in 1987. That's causing many investors some concern. However,
interest rates are lower than they were then. In 1987, many investors chose
bonds because they offered a much higher yield than they do now. But with
interest rates as low as they are now, the case for stocks is much
stronger, and demand for stocks should continue to be quite strong. Also,
with the expected rise in earnings, dividends could improve, bringing the
price-to-dividend ratio down. Finally, tax laws encourage companies to hold
on to earnings rather than pay them out as dividends. Investors, rather
than receiving quite as much dividend income, have enjoyed greater price
appreciation. More companies have chosen to compensate investors by buying
back stock instead of paying dividends.
Q. THE S&P 500 INDEX HAS LAGGED EUROPEAN AND FAR EAST INDEXES FOR MOST
OF THE YEAR. WHAT'S HOLDING U.S. STOCKS BACK?
A. Stocks tend to do very well coming out of recessions. That's what
happened when the U.S. recession ended part way through 1991. U.S. stocks
did much better than other markets over the next couple of years. Now,
interest rates in Europe are falling and many of the continent's economies
are mired in recession  -  a scenario which investors have realized is a
good time to buy stocks. 
Q. WHAT EFFECT WILL A GLOBAL RECOVERY HAVE ON THE S&P 500 INDEX?
A. It shouldn't have too much effect in the short term. Nearly half of the
earnings on the S&P 500 stocks come from overseas, through
multi-national companies. However, the expectations for higher earnings
seems to have been already factored into stock prices. That said, if
worldwide economies rebound more dramatically than expected,  it could have
a positive impact on U.S. stocks.
Q. WHAT'S YOUR VIEW ABOUT A MARKET CORRECTION?
A. There's little doubt that some day a correction will occur. On average,
there's been a 10% market correction every two years, and there's no reason
to expect that trend to be interrupted. Above all, keep in mind that over
any period as short as a year, there are a wide range 
of possible outcomes. But over 
 
the long term investors have been 
rewarded by investing in a diversified portfolio of stocks.
FUND FACTS
GOAL:  to provide returns 
consistent with those of U.S. 
common stocks primarily in 
the Standard & Poor's 
500 index
START DATE: March 6, 1990
SIZE: as of October 31, 1993, 
$304 million 
MANAGER: Jonathan Weed, 
since March 1990; manager, 
institutional index funds, since 
1987; analyst, Personal 
Advisory Services and Fidelity 
Asset Manager, since 1988. 
(checkmark)
JONATHAN WEED ON THE 
S&P 500 INDEX:
"There are some common 
misconceptions about what 
stocks make up the S&P 
500 index. The index is not, 
as some believe, the 500 
largest stocks, but rather 
includes only about 370 of the 
largest stocks. A mix of 
medium and small stocks 
make up the balance. Another 
market index, the Dow Jones 
Industrial Average, is a more 
narrowly based index. The 
Dow makes up only 25% of 
the S&P 500 index, and 
only about 20% of the entire 
stock market. The Dow is 
much more heavily oriented 
toward cyclical stocks  -  or 
stocks that do well in an 
economic recovery. That's 
why the Dow has surged 
more in the past six months 
than the S&P. The 
S&P 500 index, on the 
other hand, is more 
representative,  accounting 
for about 75% of the total 
market."
(bullet) Nine changes were made to 
the S&P 500 index over 
the past 12 months. 
(bullet) The return on the S&P 
500 index over the past 12 
months was nearly 15%, 
outpacing the market's 
average annual return since 
1926 of about 10%.
(bullet) The dominant sector in the 
S&P 500 index is 
consumer nondurables at 
about 20%, represented by 
companies like Philip Morris, 
Coca-Cola and Merck. 
Consumer service companies, 
including media, entertainment 
and retail stocks, represent 
about 13% of the index. 
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF OCTOBER 31, 1993 
                                % OF FUND'S    % OF FUND'S       
                                INVESTMENTS    INVESTMENTS       
                                               IN THESE STOCKS   
                                               6 MONTHS AGO      
 
General Electric Co.            2.4            2.5               
 
Exxon Corp.                     2.4            2.6               
 
American Telephone &        2.3            2.4               
Telegraph Co.                                                    
 
Wal-Mart Stores, Inc.           1.8            2.0               
 
Royal Dutch Petroleum Co.       1.7            1.5               
 
Coca-Cola Company (The)         1.7            1.6               
 
Philip Morris Companies, Inc.   1.4            1.3               
 
GTE Corp.                       1.1            1.1               
 
Procter & Gamble Co.        1.1            1.1               
 
Merck & Co., Inc.           1.1            1.4               
 
TOP TEN INDUSTRIES AS OF OCTOBER 31, 1993 
                              % OF FUND'S    % OF FUND'S           
                              INVESTMENTS    INVESTMENTS           
                                             IN THESE INDUSTRIES   
                                             6 MONTHS AGO          
 
Utilities                     15.2           14.8                  
 
Nondurables                   11.3           11.5                  
 
Finance                       11.0           10.9                  
 
Energy                        10.0           10.5                  
 
Health                        7.6            8.5                   
 
Basic Industries              6.6            7.3                   
 
Technology                    6.6            6.4                   
 
Retail & Wholesale        6.5            6.8                   
 
Industrial Machinery &    5.4            5.6                   
Equipment                                                          
 
Media & Leisure           5.1            4.5                   
 
ASSET ALLOCATION
TO MATCH THE STANDARD & POOR'S 500 INDEX, FIDELITY MARKET INDEX FUND
HAS 100.0% INVESTMENT EXPOSURE TO STOCKS, AT ALL TIMES.
INVESTMENTS OCTOBER 31, 1993 (UNAUDITED)
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 96.4%
 SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 2.5%
AEROSPACE & DEFENSE - 1.1%
Boeing Co.   30,380 $ 1,139,250  09702310
Grumman Corp.   3,000  111,375  40018110
Lockheed Corp.   5,560  382,945  53982110
Martin Marietta Corp.   8,480  375,240  57290010
McDonnell Douglas Corp.   3,550  332,813  58016910
Northrop Corp.   4,300  149,425  66680710
Rockwell International Corp.   19,700  706,738  77434710
  3,197,786
DEFENSE ELECTRONICS - 1.3%
E-Systems, Inc.   3,000  136,125  26915730
General Motors Corp.   63,330  3,016,091  37044210
Loral Corp.   7,400  234,950  54385910
Raytheon Co.   12,120  737,805  75511110
  4,124,971
SHIP BUILDING & REPAIR - 0.1%
General Dynamics Corp.   2,800  268,100  36955010
TOTAL AEROSPACE & DEFENSE   7,590,857
BASIC INDUSTRIES - 6.6%
CHEMICALS & PLASTICS - 3.8%
Air Products & Chemicals, Inc.   10,220  426,685  00915810
Avery Dennison Corp.   5,200  147,550  05361110
du Pont (E.I.) de Nemours & Co.   60,530  2,890,308  26353410
Dow Chemical Co.   24,470  1,358,085  26054310
Engelhard Corp.   8,625  237,188  29284510
Ethyl Corp.   10,600  184,175  29765910
FMC Corp. (a)  3,200  157,200  30249130
First Mississippi Corp.   1,800  20,700  32089110
Goodrich (B.F.) Company  2,310  102,218  38238810
Grace (W.R.) & Co.   8,300  313,325  38388310
Great Lakes Chemical Corp.   6,400  488,800  39056810
Hercules, Inc.   3,840  382,080  42705610
Minnesota Mining & Manufacturing Co.   19,360  2,008,600  60405910
Monsanto Co.   10,720  741,020  61166210
Morton International, Inc.   4,400  418,000  61933110
NL Industries, Inc. (a)  4,575  21,731  62915640
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - CONTINUED
CHEMICALS & PLASTICS - CONTINUED
Nalco Chemical Co.   6,180 $ 218,618  62985310
PPG Industries, Inc.   9,500  662,625  69350610
Praxair, Inc.   11,900  191,888  74005P10
Raychem Corp.   3,700  142,450  75460310
Rohm & Haas Co.   6,100  306,525  77537110
Union Carbide Corp.   13,500  266,625  90558110
  11,686,396
IRON & STEEL - 0.3%
Armco, Inc. (a)  9,300  52,313  04217010
Bethlehem Steel Corp. (a)  8,100  135,675  08750910
Inland Steel Industries, Inc. (a)  3,200  108,000  45747210
Nucor Corp.   7,800  423,150  67034610
USX-U.S. Steel Group  5,860  219,750  90337T10
Worthington Industries, Inc.   8,025  148,463  98181110
  1,087,351
METALS & MINING - 0.7%
AMAX, Inc.   7,900  176,763  02312710
ASARCO, Inc.   3,700  67,988  04341310
Alcan Aluminium Ltd.   20,014  409,238  01371610
Aluminum Co. of America  7,910  537,880  02224910
Cyprus Minerals Co.   4,200  102,900  23281P10
Inco Ltd.   9,817  208,168  45325840
Phelps Dodge Corp.   6,240  265,980  71726510
Reynolds Metals Co.   5,340  225,615  76176310
  1,994,532
PACKAGING & CONTAINERS - 0.2%
Ball Corp.   2,500  64,688  05849810
Bemis Co., Inc.   4,600  100,625  08143710
Crown Cork & Seal Co., Inc. (a)  7,880  304,365  22825510
  469,678
PAPER & FOREST PRODUCTS - 1.6%
Boise Cascade Corp.   3,400  69,700  09738310
Champion International Corp.   8,300  243,813  15852510
Federal Paper Board Co., Inc.   3,700  74,925  31369310
Georgia-Pacific Corp.   8,000  514,000  37329810
International Paper Co.   11,000  651,750  46014610
James River Corp. of Virginia  7,300  146,000  47034910
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - CONTINUED
Kimberly-Clark Corp.   14,380 $ 742,368  49436810
Louisiana-Pacific Corp.   9,860  356,193  54634710
Mead Corp.   5,300  217,300  58283410
Potlatch Corp.   2,640  115,830  73762810
Scott Paper Co.   6,610  234,655  80987710
Stone Container Corp. (a)  6,414  45,700  86158910
Temple-Inland, Inc.   4,900  208,250  87986810
Union Camp Corp.   6,200  266,600  90553010
Westvaco Corp.   6,000  199,500  96154810
Weyerhaeuser Co.   18,300  725,138  96216610
  4,811,722
TOTAL BASIC INDUSTRIES   20,049,679
CONGLOMERATES - 1.4%
Allied-Signal, Inc.   12,650  906,056  01951210
Crane Co.   2,700  75,600  22439910
Dial Corp. (The)  4,200  161,175  25247010
Harris Corp.   3,500  161,875  41387510
ITT Corp.   10,670  993,644  45067910
Litton Industries, Inc. (a)  3,740  248,243  53802110
Teledyne, Inc.   4,960  133,300  87933510
Textron, Inc.   7,800  435,825  88320310
Tyco Laboratories, Inc.   4,190  195,883  90212010
United Technologies Corp.   11,070  686,340  91301710
Whitman Corp.   9,600  152,400  96647K10
  4,150,341
CONSTRUCTION & REAL ESTATE - 0.6%
BUILDING MATERIALS - 0.3%
Armstrong World Industries, Inc.   3,310  153,088  04247610
Masco Corp.   13,700  433,263  57459910
Owens-Corning Fiberglas Corp. (a)  3,800  178,600  69073420
Sherwin-Williams Co.   7,940  289,810  82434810
  1,054,761
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - 0.1%
Centex Corp.   2,860 $ 126,913  15231210
Kaufman & Broad Home Corp.   3,100  61,225  48616810
Morrison-Knudsen Corp.   2,800  65,800  61844710
Pulte Corp.   2,500  95,938  74586710
Skyline Corp.   1,000  17,875  83083010
  367,751
ENGINEERING - 0.2%
EG&G, Inc.   5,020  89,733  26845710
Fluor Corp.   7,330  298,698  34386110
Foster Wheeler Corp.   3,200  108,400  35024410
  496,831
TOTAL CONSTRUCTION & REAL ESTATE   1,919,343
DURABLES - 3.3%
AUTOS, TIRES, & ACCESSORIES - 2.5%
Chrysler Corp.   31,400  1,758,400  17119610
Cooper Tire & Rubber Co.   7,500  163,125  21683110
Cummins Engine Co., Inc.   1,600  152,600  23102110
Dana Corp.   4,100  239,338  23581110
Eaton Corp.   6,280  332,840  27805810
Echlin, Inc.   5,200  169,000  27874910
Ford Motor Co.   43,950  2,719,406  34537010
Genuine Parts Company  11,125  421,359  37246010
Goodyear Tire & Rubber Co.   13,100  586,225  38255010
Johnson Controls, Inc.   3,600  197,100  47836610
NACCO Industries, Inc. Class A  800  34,500  62957910
Navistar International Corp. (a)  2,360  64,310  63934E10
Pep Boys - Manny, Moe & Jack  5,400  133,650  71327810
PACCAR, Inc.   2,990  201,825  69371810
SPX Corp.   1,300  22,425  78463510
Snap-on Tools Corp.   3,800  151,050  83303410
TRW, Inc.   5,660  381,343  87264910
  7,728,496
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
DURABLES - CONTINUED
CONSUMER ELECTRONICS - 0.4%
Black & Decker Corp.   7,500 $ 150,000  09179710
Fedders USA, Inc. (a)  1,800  11,250  31313510
Maytag Co.   9,600  150,000  57859210
Newell Co.   7,000  285,250  65119210
Stanley Works  4,000  172,500  85461610
Whirlpool Corp.   6,300  402,413  96332010
  1,171,413
HOME FURNISHINGS - 0.0%
Bassett Furniture Industries, Inc.   1,300  39,325  07020310
TEXTILES & APPAREL - 0.4%
Hartmarx Corp. (a)  2,900  19,575  41711910
Liz Claiborne, Inc.   7,300  138,700  53932010
NIKE, Inc. Class B  6,780  327,983  65410610
Oshkosh B'Gosh, Inc. Class A  1,300  23,725  68822220
Reebok International Ltd.   7,700  234,850  75811010
Russell Corp.   3,700  100,363  78235210
Springs Industries, Inc. Class A  1,600  60,600  85178310
Stride Rite Corp.   4,500  77,063  86331410
VF Corp.   5,800  229,825  91820410
  1,212,684
TOTAL DURABLES   10,151,918
ENERGY - 10.0%
COAL - 0.0%
Eastern Enterprises Co.   2,000  54,250  27637F10
Pittston Company  3,500  88,813  72570110
  143,063
ENERGY SERVICES - 0.8%
Baker Hughes, Inc.   12,500  281,250  05722410
Dresser Industries, Inc.   12,340  265,310  26159710
Halliburton Co.   10,180  324,488  40621610
Helmerich & Payne, Inc.   2,200  66,000  42345210
McDermott International, Inc.   4,600  130,525  58003710
Rowan Companies, Inc. (a)  7,500  71,250  77938210
Schlumberger Ltd.   21,680  1,373,970  80685710
  2,512,793
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
ENERGY - CONTINUED
OIL & GAS - 9.2%
Amerada Hess Corp.   8,240 $ 436,720  02355110
Amoco Corp.   44,410  2,481,409  03190510
Ashland Oil, Inc.   5,330  183,885  04454010
Atlantic Richfield Co.   14,220  1,567,755  04882510
Chevron Corp.   29,140  2,826,580  16675110
Exxon Corp.   111,060  7,260,492  30229010
Kerr-McGee Corp.   4,360  219,635  49238610
Louisiana Land & Exploration Co.   2,540  114,935  54626810
Maxus Energy Corp. (a)  12,000  79,500  57773010
Mobil Corp.   35,750  2,913,625  60705910
Occidental Petroleum Corp.   27,300  505,050  67459910
Oryx Energy Co.   8,660  206,758  68763F10
Pennzoil Co.   3,830  219,268  70990310
Phillips Petroleum Co.   23,400  754,650  71850710
Royal Dutch Petroleum Co.   47,920  5,067,540  78025770
Santa Fe Energy Resources, Inc.   8,066  77,635  80201210
Sun Company, Inc.   9,480  296,250  86676210
Texaco, Inc.   23,140  1,576,413  88169410
Unocal Corp.   21,600  631,800  91528910
USX-Marathon Group  25,600  473,600  90290582
  27,893,500
TOTAL ENERGY   30,549,356
FINANCE - 11.0%
BANKS - 5.0%
Banc One Corp.   30,475  1,169,478  05943810
Bank of Boston Corp.   8,231  193,429  06071610
Bankers Trust New York Corp.   7,450  590,413  06636510
BankAmerica Corp.   31,764  1,326,147  06605010
Barnett Banks, Inc.   8,700  364,313  06805510
Boatmen's Bancshares, Inc.   8,800  260,700  09665010
Chase Manhattan Corp.   16,383  540,639  16161010
Chemical Banking Corp.   22,567  902,680  16372210
Citicorp (a)  33,563  1,216,659  17303410
CoreStates Financial Corp.   10,500  294,000  21869510
First Chicago Corp.   7,416  332,793  31945510
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
BANKS - CONTINUED
First Fidelity Bancorporation  6,883 $ 279,622  32019510
First Interstate Bancorp  6,810  395,831  32054810
First Union Corp.   14,992  609,050  33735810
Fleet Financial Group, Inc.   12,270  384,971  33891510
Mellon Bank Corp.   5,546  298,791  58550910
Morgan (J.P.) & Co., Inc.   17,370  1,239,784  61688010
NBD Bancorp, Inc.   14,350  450,231  62890010
NationsBank Corp.   23,996  1,118,814  63858510
Norwest Corp.   26,000  669,500  66938010
PNC Financial Corp.   20,960  602,600  69347510
Shawmut National Corp.  8,400  185,850  82048410
SunTrust Banks, Inc.   11,200  491,400  86791410
U.S. Bancorp  8,850  217,931  91159610
Wachovia Corp.  10,000  382,500  92977110
Wells Fargo & Co.   4,970  551,049  94974010
  15,069,175
CREDIT & OTHER FINANCE - 1.4%
American Express Co.   43,400  1,399,650  02581610
Beneficial Corp.   2,300  176,525  08172110
Dean Witter Discover & Co.   15,118  621,728  24240V10
Household International, Inc.   8,466  310,067  44181510
MBNA Corp.   8,900  303,713  55262L10
Primerica Corp.  20,866  920,712  74158910
Transamerica Corporation  7,050  401,850  89348510
  4,134,245
FEDERAL SPONSORED CREDIT - 0.9%
Federal Home Loan Mortgage Corporation  16,000  820,000  31340030
Federal National Mortgage Association  24,370  1,897,814  31358610
  2,717,814
INSURANCE - 3.1%
Aetna Life & Casualty Co.   9,830  646,323  00814010
Alexander & Alexander Services, Inc.   3,700  76,313  01447610
American General Corp.   19,420  570,463  02635110
American International Group, Inc.   28,375  2,553,750  02687410
CIGNA Corp.   6,420  430,943  12550910
CNA Financial Corp. (a)  5,480  454,840  12611710
Capital Holding Corp.   9,020  373,203  14018610
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Chubb Corp. (The)  7,880 $ 647,145  17123210
Continental Corp.   4,900  159,863  21132710
General Re Corp.   7,540  872,755  37056310
Jefferson Pilot Corp.   4,515  232,523  47507010
Lincoln National Corp.   8,360  380,380  53418710
Marsh & McLennan Companies, Inc.   6,560  534,640  57174810
SAFECO Corp.   5,660  328,280  78642910
St. Paul Companies, Inc. (The)  3,750  351,563  79286010
Torchmark Corp.   6,620  307,003  89102710
Travelers Corp. (The)  13,000  458,250  89418010
USF&G Corp.   7,600  103,550  90329010
USLIFE Corp.   1,980  83,408  91731810
  9,565,195
SAVINGS & LOANS - 0.2%
Ahmanson (H.F.) & Co.   10,500  190,313  00867710
Golden West Financial Corp.   5,700  242,963  38131710
Great Western Financial Corp.   11,746  224,642  39144210
  657,918
SECURITIES INDUSTRY - 0.4%
Merrill Lynch & Co., Inc.   9,500  920,313  59018810
Salomon, Inc.   9,900  447,975  79549B10
  1,368,288
TOTAL FINANCE   33,512,635
HEALTH - 7.6%
DRUGS & PHARMACEUTICALS - 5.0%
ALZA Corp. Class A (a)  6,700  172,525  02261510
Allergan, Inc.   5,900  134,963  01849010
American Cyanamid Co.   8,050  438,725  02532110
American Home Products Corp.   27,660  1,728,750  02660910
Amgen, Inc. (a)  12,200  556,625  03116210
Bristol-Myers Squibb Co.   46,290  2,719,538  11012210
IMCERA Group, Inc.   6,830  243,319  45245410
Lilly (Eli) & Co.   26,160  1,415,910  53245710
Merck & Co., Inc.   101,490  3,260,366  58933110
Pfizer, Inc.   28,340  1,764,165  71708110
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Schering-Plough Corp.   17,470 $ 1,187,960  80660510
Syntex Corporation  19,760  358,150  87161610
Upjohn Co.   15,560  507,645  91530210
Warner-Lambert Co.   12,140  843,730  93448810
  15,332,371
MEDICAL EQUIPMENT & SUPPLIES - 2.3%
Abbott Laboratories  74,320  2,108,830  00282410
Bard (C.R.), Inc.   4,700  118,675  06738310
Bausch & Lomb, Inc.   5,340  277,013  07170710
Baxter International, Inc.   24,700  586,625  07181310
Becton, Dickinson & Co.   6,700  254,600  07588710
Biomet, Inc. (a)  10,300  105,575  09061310
Johnson & Johnson  58,620  2,469,368  47816010
McKesson Corp.   3,600  192,150  58155610
Medtronic, Inc.   5,200  385,450  58505510
Millipore Corp.   2,500  86,875  60107310
National Intergroup, Inc. (a)  1,800  27,675  63654010
Pall Corp.   10,366  215,095  69642930
St. Jude Medical, Inc.   4,200  117,600  79084910
U.S. Surgical Corp.   5,000  118,750  91270710
  7,064,281
MEDICAL FACILITIES MANAGEMENT - 0.3%
Beverly Enterprises, Inc. (a)  6,900  75,038  08785110
Columbia Healthcare Corp.   13,020  374,325  19767910
Community Psychiatric Centers  3,800  53,200  20401510
Manor Care, Inc.   5,150  115,875  56405410
National Medical Enterprises, Inc.   14,800  166,500  63688610
  784,938
TOTAL HEALTH   23,181,590
INDUSTRIAL MACHINERY & EQUIPMENT - 5.4%
ELECTRICAL EQUIPMENT - 3.4%
Corning, Inc.   18,040  466,785  21935010
Emerson Electric Co.   20,170  1,157,254  29101110
General Electric Co.   76,350  7,405,950  36960410
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
ELECTRICAL EQUIPMENT - CONTINUED
General Signal Corp.   3,960 $ 139,590  37083810
Grainger (W.W.), Inc.   4,600  251,275  38480210
Honeywell, Inc.   11,980  402,828  43850610
Scientific-Atlanta, Inc.   3,350  117,669  80865510
Westinghouse Electric Corp.   31,330  454,285  96040210
Zenith Electronics Corp. (a)  2,800  22,050  98934910
  10,417,686
INDUSTRIAL MACHINERY & EQUIPMENT - 1.5%
Briggs & Stratton Corp.   1,300  113,588  10904310
Caterpillar, Inc.   9,030  826,245  14912310
Cincinnati Milacron, Inc.   2,600  62,400  17217210
Clark Equipment Co. (a)  1,540  80,080  18139610
Cooper Industries, Inc.   10,210  533,473  21666910
Deere & Co.   7,090  547,703  24419910
Dover Corp.   5,060  290,950  26000310
Giddings & Lewis, Inc.   3,000  72,750  37504810
Harnischfeger Industries, Inc.   2,300  50,888  41334510
Illinois Tool Works, Inc.   10,060  375,993  45230810
Ingersoll-Rand Co.   9,440  344,560  45686610
Parker-Hannifin Corp.   4,300  147,275  70109410
TRINOVA Corp.   2,500  77,500  89667810
Tenneco, Inc.   14,370  732,870  88037010
Timken Co.   2,717  87,623  88738910
Varity Corp. (a)  2,990  115,115  92224R60
  4,459,013
POLLUTION CONTROL - 0.5%
Browning-Ferris Industries, Inc.   15,460  349,783  11588510
Ogden Corp.   3,900  93,600  67634610
Rollins Environmental Services, Inc.   5,400  28,350  77570910
Safety Kleen Corp.   5,125  70,469  78648410
WMX Technologies, Inc.   43,160  1,062,815  92929Q10
Zurn Industries, Inc.   1,110  29,970  98982410
  1,634,987
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   16,511,686
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
MEDIA & LEISURE - 5.1%
BROADCASTING - 1.5%
CBS, Inc.   1,321 $ 407,198  12484510
Capital Cities/ABC, Inc.   1,441  878,470  13985910
Comcast Corp. Class A  12,700  530,225  20030010
Tele-Communications, Inc. Class A (a)  38,500  1,174,250  87924010
Time Warner, Inc.   33,527  1,500,333  88731510
  4,490,476
ENTERTAINMENT - 1.0%
Disney (Walt) Co.   47,920  2,048,580  25468710
King World Productions, Inc.  3,300  128,288  49566710
Paramount Communications, Inc.   10,600  851,975  69921610
  3,028,843
LEISURE DURABLES & TOYS - 0.3%
Brunswick Corp.   8,500  132,813  11704310
Fleetwood Enterprises, Inc.   4,100  92,763  33909910
Hasbro, Inc.   7,850  284,563  41805610
Mattel, Inc.   8,612  249,748  57708110
Outboard Marine Corp.   1,800  31,725  69002010
  791,612
LODGING & GAMING - 0.3%
Bally Manufacturing Corp. (a)  4,200  42,000  05873210
Hilton Hotels Corp.   4,240  198,750  43284810
Marriott International, Inc.   9,200  241,500  57190010
Promus Companies, Inc. (a)  6,100  446,825  74342A10
  929,075
PUBLISHING - 1.3%
American Greetings Corp. Class A  6,560  191,060  02637510
Dow Jones & Co., Inc.   8,900  317,063  26056110
Dun & Bradstreet Corp.   15,920  1,066,640  26483010
Gannett Co., Inc.   13,150  675,581  36473010
Harcourt General, Inc.   6,876  302,544  41163G10
Knight-Ridder, Inc.   4,880  269,620  49904010
McGraw-Hill, Inc.   4,350  322,988  58064510
Meredith Corp.   1,400  56,175  58943310
New York Times Co. (The) Class A  9,400  222,075  65011110
Times Mirror Co., Series A  11,500  379,500  88736010
Tribune Co.   5,990  332,445  89604710
  4,135,691
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 0.7%
Luby's Cafeterias, Inc.   2,450 $ 54,819  54928210
McDonald's Corp.   31,600  1,820,950  58013510
Ryan's Family Steak Houses, Inc. (a)  4,800  39,600  78351910
Shoney's, Inc. (a)  3,600  82,800  82503910
Wendy's International, Inc.   8,900  147,963  95059010
  2,146,132
TOTAL MEDIA & LEISURE   15,521,829
NONDURABLES - 11.3%
AGRICULTURE - 0.1%
Pioneer Hi-Bred International, Inc.   8,000  284,000  72368610
BEVERAGES - 3.4%
Anheuser-Busch Companies, Inc.   24,170  1,151,096  03522910
Brown-Forman Corp. Class B  2,460  194,033  11563720
Coca-Cola Company (The)  116,240  5,041,910  19121610
Coors (Adolph) Co. Class B  3,400  70,975  21701610
PepsiCo, Inc.   70,960  2,802,920  71344810
Seagram Co. Ltd.   33,420  961,763  81185010
  10,222,697
FOODS - 3.2%
Archer-Daniels-Midland Co.   30,625  704,375  03948310
Borden, Inc.   12,600  201,600  09959910
CPC International, Inc.   13,720  658,560  12614910
Campbell Soup Co.   22,580  939,893  13442910
ConAgra, Inc.   22,550  608,850  20588710
General Mills, Inc.   14,320  916,480  37033410
Gerber Products Co.   6,200  176,700  37371210
Heinz (H.J.) Co.   22,700  854,088  42307410
Hershey Foods Corp.   8,060  427,180  42786610
Kellogg Co.   20,540  1,173,348  48783610
Pet, Inc.  9,600  164,400  71582510
Quaker Oats Co.   6,400  454,400  74740210
Ralston Purina Co.   9,280  386,280  75127730
SYSCO Corp.   16,640  476,320  87182910
Sara Lee Corp.   43,400  1,150,100  80311110
Wrigley (Wm.) Jr. Company  10,380  448,935  98252610
  9,741,509
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 2.9%
Alberto Culver Co. Class B cv  2,600 $ 54,925  01306810
Avon Products, Inc.   6,410  323,705  05430310
Clorox Co.   4,860  257,580  18905410
Colgate-Palmolive Co.   13,860  814,275  19416210
Gillette Company  19,680  1,198,020  37576610
International Flavors & Fragrances, Inc.   3,450  374,325  45950610
Premark International, Inc.   2,800  214,200  74045910
Procter & Gamble Co.   60,960  3,307,080  74271810
Rubbermaid, Inc.   14,380  499,705  78108810
Unilever NV ADR  14,270  1,637,483  90478450
  8,681,298
TOBACCO - 1.7%
American Brands, Inc.   18,060  623,070  02470310
Philip Morris Companies, Inc.   78,360  4,211,850  71815410
UST, Inc.   18,700  493,213  90291110
  5,328,133
TOTAL NONDURABLES   34,257,637
PRECIOUS METALS - 0.4%
Echo Bay Mines Ltd.   10,000  124,957  27875110
Homestake Mining Co.   12,200  234,850  43761410
Newmont Mining Corp.   6,060  317,393  65163910
Placer Dome, Inc.   21,200  519,785  72590610
  1,196,985
RETAIL & WHOLESALE - 6.5%
APPAREL STORES - 0.6%
Brown Group, Inc.   1,600  54,400  11565710
Charming Shoppes, Inc.   9,200  129,950  16113310
Gap, Inc.   12,980  462,413  36476010
Genesco, Inc. (a)  2,100  13,650  37153210
Limited, Inc. (The)  32,400  692,550  53271610
Melville Corp.   9,360  393,120  58574510
TJX Companies, Inc.   6,600  201,300  87254010
  1,947,383
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
DRUG STORES - 0.2%
Long Drug Stores, Inc.   1,870 $ 63,580  54316210
Rite Aid Corporation  7,900  128,375  76775410
Walgreen Co.   11,020  468,350  93142210
  660,305
GENERAL MERCHANDISE STORES - 3.9%
Dayton Hudson Corp.   6,350  441,325  23975310
Dillard Department Stores, Inc. Class A  10,060  369,705  25406310
K mart Corp.   36,500  894,250  48258410
May Department Stores Co. (The)  22,180  981,465  57777810
Mercantile Stores Co., Inc.   3,310  118,333  58753310
Nordstrom, Inc.   7,300  253,675  65566410
Penney (J.C.) Co., Inc.   21,020  1,093,040  70816010
Price/Costco, Inc.   9,095  161,436  74143W10
Sears, Roebuck & Co.   31,310  1,796,411  81238710
Wal-Mart Stores, Inc.   205,660  5,424,283  93114210
Woolworth Corp.   11,740  265,618  98088310
  11,799,541
GROCERY STORES - 0.7%
Albertson's, Inc.   22,580  589,903  01310410
American Stores Co.   6,340  256,770  03009610
Bruno's, Inc.   7,000  75,250  11688110
Fleming Companies, Inc.   3,278  100,799  33913010
Giant Food, Inc. Class A  5,300  127,863  37447810
Great Atlantic & Pacific Tea Co., Inc.   3,450  91,425  39006410
Kroger Co. (The) (a)  9,500  186,438  50104410
Supervalue, Inc.   6,400  216,000  86853610
Winn-Dixie Stores, Inc.   6,820  395,560  97428010
  2,040,008
RETAIL & WHOLESALE, MISC - 1.1%
Circuit City Stores, Inc.   8,600  240,800  17273710
Handleman Co. (Del.)  3,000  36,750  41025210
Home Depot, Inc. (The)  39,982  1,584,287  43707610
Lowe's Companies, Inc.   6,580  306,793  54866110
Tandy Corp.   5,666  231,598  87538210
Toys "R" Us, Inc. (a)  26,125  1,048,266  89233510
  3,448,494
TOTAL RETAIL & WHOLESALE   19,895,731
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
SERVICES - 1.0%
ADVERTISING - 0.1%
Interpublic Group of Companies, Inc.   6,700 $ 206,863  46069010
LEASING & RENTAL - 0.2%
Blockbuster Entertainment Corp.   18,300  519,263  09367610
Ryder Systems, Inc.   6,800  192,950  78354910
  712,213
PRINTING - 0.4%
Alco Standard Corp.   4,200  192,150  01378810
Deluxe Corp.   7,400  264,550  24801910
Donnelley (R.R.) & Sons Co.   13,820  402,508  25786710
Harland (John H.) Co.   2,900  69,963  41269310
Moore Corporation Ltd.   8,937  186,970  61578510
  1,116,141
SERVICES - 0.3%
Block (H&R), Inc.   9,480  378,015  09367110
Ecolab, Inc.   2,800  132,650  27886510
Jostens, Inc.   4,100  79,438  48108810
National Education Corp. (a)  2,600  15,275  63577110
National Service Industries, Inc.   4,400  105,600  63765710
Service Corp. International  7,450  194,631  81756510
  905,609
TOTAL SERVICES   2,940,826
TECHNOLOGY - 6.6%
COMMUNICATIONS EQUIPMENT - 0.3%
Andrew Corp. (a)  1,500  56,625  03442510
DSC Communications Corp. (a)  4,100  269,063  23331110
M/A-Com, Inc. (a)  2,200  18,700  55261810
Northern Telecom Ltd.   22,300  635,418  66581510
  979,806
COMPUTER SERVICES & SOFTWARE - 1.0%
Autodesk, Inc.   2,120  91,160  05276910
Automatic Data Processing, Inc.   12,660  675,728  05301510
Ceridian Corp. (a)  3,800  69,825  15677T10
Computer Associates International, Inc.   14,800  562,400  20491210
Computer Sciences Corp. (a)  1,450  133,219  20536310
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Lotus Development Corp. (a)  3,800 $ 184,300  54570010
Novell, Inc.   27,300  586,950  67000610
Oracle Systems Corp. (a)  12,700  752,475  68389X10
Shared Medical Systems Corp.   2,000  50,000  81948610
  3,106,057
COMPUTERS & OFFICE EQUIPMENT - 2.4%
Amdahl Corp.   10,200  47,175  02390510
Apple Computer, Inc.   10,350  318,263  03783310
Compaq Computer Corp. (a)  7,360  496,800  20449310
Cray Research, Inc. (a)  2,360  64,310  22522410
Data General Corp. (a)  3,100  29,450  23768810
Digital Equipment Corp. (a)  11,820  421,088  25384910
Hewlett-Packard Co.   22,680  1,669,815  42823610
Intergraph Corp. (a)  4,200  46,725  45868310
International Business Machines Corp.   51,070  2,349,220  45920010
Pitney Bowes, Inc.   14,140  554,995  72447910
Sun Microsystems, Inc. (a)  9,500  242,250  86681010
Tandem Computers, Inc.  10,100  111,100  87537010
Unisys Corp. (a)  14,600  167,900  90921410
Xerox Corp.   9,250  733,063  98412110
  7,252,154
ELECTRONIC INSTRUMENTS - 0.1%
Perkin-Elmer Corp.   4,000  140,000  71404110
Tektronix, Inc.   2,700  62,438  87913110
  202,438
ELECTRONICS - 2.1%
AMP, Inc.   9,390  585,701  03189710
Advanced Micro Devices, Inc. (a)  8,100  159,975  00790310
Intel Corp.   37,680  2,383,260  45814010
Motorola, Inc.   24,300  2,545,425  62007610
National Semiconductor Corp. (a)  9,800  164,150  63764010
Texas Instruments, Inc.   7,380  484,313  88250810
Thomas & Betts Corp.   1,660  99,600  88431510
  6,422,424
PHOTOGRAPHIC EQUIPMENT - 0.7%
Eastman Kodak Co.   29,370  1,850,310  27746110
Polaroid Corp.   4,140  151,628  73109510
  2,001,938
TOTAL TECHNOLOGY   19,964,817
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TRANSPORTATION - 1.9%
AIR TRANSPORTATION - 0.4%
AMR Corp. (a)  6,770 $ 474,746  00176510
Delta Air Lines, Inc.   4,480  259,840  24736110
UAL Corp. (a)  2,140  325,280  90254910
USAir Group, Inc. (a)  4,500  64,688  91190510
  1,124,554
RAILROADS - 1.3%
Burlington Northern, Inc.   7,950  447,188  12189710
CSX Corp.   9,300  753,300  12640810
Conrail, Inc.   7,140  443,573  20836810
Norfolk Southern Corp.   12,440  824,150  65584410
Santa Fe Pacific Corp.   16,342  308,455  80218310
Union Pacific Corp.   18,340  1,160,005  90781810
  3,936,671
TRUCKING & FREIGHT - 0.2%
Consolidated Freightways, Inc. (a)  3,200  69,600  20923710
Federal Express Corp. (a)  4,890  330,075  31330910
Roadway Services, Inc.   3,500  210,000  76974810
Yellow Corp.   2,500  57,500  98550910
  667,175
TOTAL TRANSPORTATION   5,728,400
UTILITIES - 15.2%
CELLULAR - 0.2%
McCaw Cellular Communications, Inc. Class A (a)  14,000  745,500  57946810
ELECTRIC UTILITY - 4.8%
American Electric Power Co., Inc.   16,500  635,250  02553710
Baltimore Gas & Electric Co.   12,950  338,319  05916510
Carolina Power & Light Co.   14,400  455,400  14414110
Central & South West Corp.   16,880  550,710  15235710
Commonwealth Edison Co.   19,100  575,388  20279510
Consolidated Edison Co. of New York, Inc.   20,900  726,275  20911110
Detroit Edison Company  13,100  440,488  25084710
Dominion Resources, Inc. (Va.)  14,710  709,758  25747010
Duke Power Co.   18,360  803,250  26439910
Entergy Corp.   15,700  612,300  29364F10
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
FPL Group, Inc.   16,800 $ 661,500  30257110
Houston Industries, Inc.   11,600  561,150  44216110
Niagara Mohawk Power Corp.   12,700  279,400  65352210
Northern States Power Co. (Minn.)  5,960  264,475  66577210
Ohio Edison Co.   13,600  328,100  67734710
PSI Resources, Inc.   5,100  135,788  69363210
Pacific Gas & Electric Co.   38,700  1,402,875  69430810
PacifiCorp.   24,500  480,813  69511410
Philadelphia Electric Co.   19,800  618,750  71753710
Public Service Enterprise Group, Inc.   21,600  729,000  74457310
SCEcorp  40,000  840,000  78388210
Southern Co.   28,500  1,278,938  84258710
Texas Utilities Co.   19,916  896,220  88284810
Union Electric Co.   9,100  379,925  90654810
  14,704,072
GAS - 1.0%
Arkla, Inc.   10,900  88,563  04123710
Coastal Corp. (The)  9,300  254,588  19044110
Columbia Gas System, Inc. (The) (a)  4,520  118,650  19764810
Consolidated Natural Gas Co.   8,290  401,029  20961510
ENSERCH Corp.   5,900  117,263  29356710
Enron Corp.   21,240  719,505  29356110
NICOR, Inc.   5,040  142,380  65408610
ONEOK, Inc.   2,400  51,000  68267810
Pacific Enterprises  7,380  193,725  69423210
Panhandle Eastern Corp.   10,600  251,750  69846210
Peoples Energy Corp.   3,100  98,425  71103010
Sonat, Inc.   7,760  241,530  83541510
Transco Energy Co.   3,600  58,050  89353210
Williams Companies, Inc.   4,400  261,250  96945710
  2,997,708
TELEPHONE SERVICES - 9.2%
American Telephone & Telegraph Co.   120,462  6,941,623  03017710
Ameritech Corp.  24,300  2,059,425  03095410
Bell Atlantic Corp.   38,850  2,471,831  07785310
BellSouth Corp.   44,320  2,781,080  07986010
GTE Corp.   84,480  3,358,080  36232010
MCI Communications Corp.   47,460  1,352,610  55267310
NYNEX Corp.   36,920  1,559,870  67076810
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
Pacific Telesis Group  37,130 $ 2,037,509  69489010
Southwestern Bell Corp.   53,520  2,368,260  84533310
Sprint Corporation  30,390  1,094,040  85206110
U.S. West, Inc.   37,240  1,866,655  91288910
  27,890,983
TOTAL UTILITIES   46,338,263
TOTAL COMMON STOCKS
(Cost $234,135,209)   293,461,893
U.S. TREASURY OBLIGATIONS - 0.2%
 PRINCIPAL 
 AMOUNT 
8 5/8%, 10/15/95 (b) (Cost $553,281)  $ 500,000  543,280  912827WT
REPURCHASE AGREEMENTS - 3.4%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
(U.S. Treasury obligations), in a 
joint trading account at  2.96% 
dated 10/29/93 due 11/1/93  $ 10,498,589  10,496,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $245,184,490)  $ 304,501,173
FUTURES CONTRACTS 
    EXPIRATION UNDERLYING FACE UNREALIZED
   DATE AMOUNT AT VALUE GAIN
PURCHASED
46 S&P 500 Index Contracts   Dec. 1993 $ 10,765,150 $ 24,565
THE VALUE OF FUTURES CONTRACTS PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 3.5%
LEGEND
(a) Non-income producing
(b) Security pledged to cover margin requirements for futures contracts. At
the period end, the value of the security pledged amounted to $543,280.
INCOME TAX INFORMATION 
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $245,190,837. Net unrealized appreciation aggregated
$59,310,336, of which $71,609,318 related to appreciated investment
securities and $12,298,982 related to depreciated investment securities. 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                         <C>           <C>             
 OCTOBER 31, 1993 (UNAUDITED)                                                             
 
ASSETS                                                                                    
 
Investment in securities, at value (including repurchase                  $ 304,501,173   
agreements of $10,496,000) (cost $245,184,490)                                            
(Notes 1 and 2) - See accompanying schedule                                               
 
Cash                                                                       1,005          
 
Receivable for investments sold                                            4,200          
 
Receivable for fund shares sold                                            102,132        
 
Dividends receivable                                                       634,975        
 
Interest receivable                                                        1,896          
 
Receivable for daily variation on futures contracts                        320            
 
 TOTAL ASSETS                                                              305,245,701    
 
LIABILITIES                                                                               
 
Payable for fund shares redeemed                            $ 1,220,232                   
 
Accrued management fee                                       114,089                      
 
Other payables and accrued expenses                          1,369                        
 
 TOTAL LIABILITIES                                                         1,335,690      
 
NET ASSETS                                                                $ 303,910,011   
 
Net Assets consist of (Note 1):                                                           
 
Paid in capital                                                           $ 246,289,528   
 
Undistributed net investment income                                        420,177        
 
Accumulated undistributed net realized gain (loss) on                      (2,140,942)    
investments                                                                               
 
Net unrealized appreciation (depreciation) on:                                            
 
 Investment securities                                                     59,316,683     
 
 Futures contracts                                                         24,565         
 
NET ASSETS, for 8,751,799 shares outstanding                              $ 303,910,011   
 
NET ASSET VALUE, offering price and redemption price per                   $34.73         
share ($303,910,011 (divided by) 8,751,799 shares)                                        
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>            <C>            
 SIX MONTHS ENDED OCTOBER 31, 1993 (UNAUDITED)                                           
 
INVESTMENT INCOME                                                         $ 4,392,131    
Dividends                                                                                
 
Interest (including security lending fees of $566)                         117,888       
(Note 5)                                                                                 
 
 TOTAL INCOME                                                              4,510,019     
 
EXPENSES                                                                                 
 
Management fee (Note 4)                                    $ 688,775                     
 
Non-interested trustees' compensation                       1,137                        
 
Interest (Note 6)                                           627                          
 
 TOTAL EXPENSES                                                            690,539       
 
NET INVESTMENT INCOME                                                      3,819,480     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                                       
(NOTES 1 AND 3)                                                                          
Net realized gain (loss) on:                                                             
 
 Investment securities                                      (2,338,078)                  
 
 Futures contracts                                          120,660        (2,217,418)   
 
Change in net unrealized appreciation (depreciation) on:                                 
 
 Investment securities                                      20,513,778                   
 
 Futures contracts                                          170,915        20,684,693    
 
NET GAIN (LOSS)                                                            18,467,275    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                      $ 22,286,755   
OPERATIONS                                                                               
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                         <C>              <C>             
                                                            SIX MONTHS       YEAR ENDED      
                                                            ENDED OCTOBER    APRIL 30,       
                                                            31,              1993            
                                                            1993                             
                                                            (UNAUDITED)                      
 
INCREASE (DECREASE) IN NET ASSETS                                                            
 
Operations                                                  $ 3,819,480      $ 6,740,226     
Net investment income                                                                        
 
 Net realized gain (loss) on investments                     (2,217,418)      2,312,305      
 
 Change in net unrealized appreciation (depreciation)        20,684,693       13,466,912     
on                                                                                           
investments                                                                                  
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING             22,286,755       22,519,443     
FROM                                                                                         
 OPERATIONS                                                                                  
 
Distributions to shareholders from:                          (3,635,795)      (6,696,837)    
Net investment income                                                                        
 
 Net realized gain                                           (1,659,696)      -              
 
Share transactions                                           34,797,583       130,822,814    
Net proceeds from sales of shares                                                            
 
 Reinvestment of distributions from:                         3,470,256        6,448,141      
 Net investment income                                                                       
 
  Net realized gain                                          1,630,328        -              
 
 Cost of shares redeemed                                     (57,909,602)     (77,810,587)   
 
 Redemption fees (Note 1)                                    31,251           62,997         
 
 Net increase (decrease) in net assets resulting from        (17,980,184)     59,523,365     
share                                                                                        
 transactions                                                                                
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                    (988,920)        75,345,971     
 
NET ASSETS                                                                                   
 
 Beginning of period                                         304,898,931      229,552,960    
 
 End of period (including undistributed net investment      $ 303,910,011    $ 304,898,931   
 income of $420,177 and $215,489, respectively)                                              
 
OTHER INFORMATION                                                                            
Shares                                                                                       
 
 Sold                                                        1,036,659        4,094,013      
 
 Issued in reinvestment of distributions from:               102,833          201,211        
 Net investment income                                                                       
 
  Net realized gain                                          48,915           -              
 
 Redeemed                                                    (1,720,588)      (2,430,144)    
 
 Net increase (decrease)                                     (532,181)        1,865,080      
 
</TABLE>
 
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                     <C>           <C>                     <C>         <C>         <C>               
                                        SIX MONTHS    YEARS ENDED APRIL 30,                           MARCH 6, 1990     
                                        ENDED                                                         (COMMENCEME       
                                        OCTOBER 31,                                                   NT OF             
                                        1993                                                          OPERATIONS) TO    
                                                                                                      APRIL 30,         
 
                                        (UNAUDITED)   1993                    1992        1991        1990              
 
                                                                                                                        
 
SELECTED PER-SHARE                                                                                                      
DATA                                                                                                                    
 
Net asset value,                        $ 32.84       $ 30.94                 $ 28.06     $ 24.58     $ 25.00           
beginning of period                                                                                                     
 
Income from Investment                                                                                                  
Operations                                                                                                              
 
 Net investment income                   .42           .81                     .82         .76         .13              
 
 Net realized and                        2.05          1.89                    2.94        3.49        (.57)            
 unrealized gain (loss)                                                                                                 
                                                                                                                        
on investments                                                                                                          
 
 Total from investment                   2.47          2.70                    3.76        4.25        (.44)            
 operations                                                                                                             
 
Less Distributions                                                                                                      
 
 From net investment                     (.40)         (.81)                   (.83)       (.85)       -                
 income                                                                                                                 
 
 From net realized gain                  (.18)         -                       (.07)       -           -                
 
 Total distributions                     (.58)         (.81)                   (.90)       (.85)       -                
 
Redemption fees added                    .00           .01                     .02         .08         .02              
to paid in capital                                                                                                      
 
Net asset value, end of                 $ 34.73       $ 32.84                 $ 30.94     $ 28.06     $ 24.58           
period                                                                                                                  
 
TOTAL RETURN (dagger)(double dagger)     7.59%         8.85                    13.74       18.04       (1.68)%          
                                                      %                       %           %                             
 
RATIOS AND SUPPLEMENTAL DATA                                                                                            
 
Net assets, end of period               $ 303,910     $ 304,899               $ 229,553   $ 111,931   $ 14,767          
(000 omitted)                                                                                                           
 
Ratio of expenses to                     .45%          .44                     .35         .28         .28%*            
average net assets                      *             %                       %           %                             
 
Ratio of expenses to                     .45%          .45                     .45         .45         .45%*            
average net assets                      *             %                       %           %                             
before expense                                                                                                          
reductions                                                                                                              
 
Ratio of net investment                  2.48%         2.54                    2.84        3.52        3.41%*           
income to average net                   *             %                       %           %                             
assets                                                                                                                  
 
Portfolio turnover rate                  1%            0                       1           1           0%               
                                        *             %                       %           %                             
 
</TABLE>
 
* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
(double dagger) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD THE ADVISER NOT
REDUCED CERTAIN EXPENSES DURING THE PERIODS SHOWN.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1993 (Unaudited)
 
 
1. SIGNIFICANT ACCOUNTING 
POLICIES.
Fidelity Market Index Fund (the fund) is a fund of Fidelity Commonwealth
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities, other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Dividend and
interest income is recorded net of foreign taxes where recovery of such
taxes is not assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
non-
taxable dividends. The fund also utilized earnings and profits distributed
to shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.
REDEMPTION FEES. Shares held in the fund less than 180 days are subject to
a redemption fee equal to .50% of the proceeds of the redeemed shares. The
fee, which is retained by the fund, is accounted for as an addition to paid
in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective May 1,
1993, the fund adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the fund changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of April 30, 1993 have been reclassified to reflect
an increase in paid in capital of $215,696, an increase in undistributed
net investment income of $21,003 and a decrease in accumulated net realized
gain on investments of $236,699.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These contracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker are
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the 
2. OPERATING POLICIES - 
CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
resale price at the time of purchase. The fund's investment adviser,
Fidelity Management & Research Company (FMR), is responsible for
determining that the value of these underlying securities remains at least
equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management contracts with FMR, may transfer
uninvested cash balances into a joint trading account. These balances are
invested in one or more repurchase agreements that are collateralized by
U.S. Treasury or Federal Agency obligations.
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures contracts and
write options. These investments involve, to varying degrees, elements of
market risk and risks in excess of the amount recognized in the Statement
of Assets and Liabilities. The face or contract amounts reflect the extent
of the involvement the fund has in the particular classes of instruments.
Risks may be caused by an imperfect correlation between movements in the
price of the instruments and the price of the underlying securities and
interest rates. Risks also may arise if there is an illiquid secondary
market for the instruments, or due to the inability of counterparties to
perform.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
3. PURCHASES AND SALES OF 
INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $1,910,056 and $26,031,556, respectively, of which sales of U.S.
government and government agency obligations aggregated $2,090,781.
The face value of futures contracts opened and closed amounted to
$32,284,235 and $29,366,375, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR pays all expenses
except the compensation of the non-interested Trustees and certain
exceptions such as interest, taxes, brokerage commissions and extraordinary
expenses. FMR receives a fee that is computed daily at an annualized rate
of .45% of the fund's average net assets.
5. SECURITY LENDING. 
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 100% of the market value of the loaned
securities during the period of the loan. At period end, there were no
loans outstanding.
6. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $1,325,000 and $1,197,800,
respectively. The weighted average interest rate was 3.77%.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
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(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
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2.
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requested Fidelity fund quotes.
3.
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Portfolios(Registered trademark).
4.
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5.
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representative. 
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1.
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representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. FOR MORE
INFORMATION ON ANY 
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE 
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
TO WRITE FIDELITY
 
 
Please locate the address that is closest to you. We'll give your
correspondence immediate attention and send you written confirmation upon
completion of your request. Please send ALL correspondence about retirement
accounts to Dallas. 
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 2269
Boston, MA 02107-2269
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30280
Salt Lake City, UT 84130-0280
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
Additional Payments
P.O. Box 2656
Boston, MA 02293-0656
Fidelity Investments
Additional Payments
P.O. Box 620024
Dallas, TX 75262-0024
Fidelity Investments
Additional Payments
P.O. Box 31455
Salt Lake City, UT 84131-0455
OVERNIGHT EXPRESS
Fidelity Investments
Additional Payments
World Trade Center
164 Northern Avenue
Boston, MA 02210
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02103-0878
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02101-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 620024
Dallas, TX 75262-0024
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Jonathan F. Weed, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager, 
Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
GROWTH AND INCOME FUNDS
Balanced Fund
Convertible Securities Fund
Equity-Income Fund
Equity-Income II Fund
Fidelity Fund
Global Balanced Fund
Growth & Income Portfolio
Market Index Fund
Puritan Fund
Real Estate Portfolio
Utilities Income Fund
THE FIDELITY 
TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
 
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



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