FIDELITY COMMONWEALTH TRUST, N-30D, 1995-12-14

FIDELITY COMMONWEALTH TRUST
N-30D, 1995-12-14

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(2_FIDELITY_LOGOS)FIDELITY

INTERMEDIATE BOND
FUND
SEMIANNUAL REPORT
OCTOBER 31, 1995
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 7 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 10 A summary of major shifts in the
fund's investments over the past six
months.

INVESTMENTS 11 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 20 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 24 Notes 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.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
Although the markets have been fairly positive this year, no one can
predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
Keeping in mind that the effects of interest rate changes on your bond
investments will only be "paper" gains or losses unless you sell your
shares, staying in your bond fund may be appropriate if your investment
horizon is at least a year or more. The longer your investing time frame,
the more likely it is that you will retain your principal investment
through both up and down markets. For example, a 10-year time frame, such
as saving for a college education, enables you to weather these ups and
downs in a long-term fund, which has higher potential returns. An
intermediate-length fund could be appropriate if your investment horizon is
two to four years, and a short-term bond fund could be the right choice if
you need your money in one or two years.
If your time horizon is less than a year, you might want to consider moving
some of your bond investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
No matter what your investment horizon or portfolio diversity, it makes
good sense to follow a regular investment plan - investing a certain amount
of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
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 change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. A fund's total
return 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 bonds that have grown in value). You can also look at the fund's
income to measure performance.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1995 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS

Intermediate Bond 5.87% 10.79% 51.38% 130.04%

Lehman Brothers Intermediate
Government-Corporate Bond Index 6.60% 12.54% 51.94% 136.66%

Average Intermediate Investment
Grade Bond Fund 7.36% 13.79% 53.71% 139.01%

Consumer Price Index 1.18% 2.81% 15.13% 41.40%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years, or 10
years. For example, if you invested $1,000 in a fund that had a 5% return
over the past year, the value of your investment would be $1,050. You can
compare the fund's returns to the performance of Lehman Brothers
Intermediate Government-Corporate Bond Index - a broad measure of the
performance of intermediate (one- to ten-year) bonds. To measure how the
fund's performance stacked up against its peers, you can compare it to the
average intermediate investment grade bond fund, which reflects the
performance of 167 funds with similar objectives tracked by Lipper
Analytical Services over the past six months. These benchmarks include
reinvested dividends and capital gains, if any. Comparing the fund's
performance to the consumer price index helps show how your fund did
compared to inflation. (The CPI returns begin on the month end closest to
the fund's start date.)
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1995 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Intermediate Bond 10.79% 8.65% 8.69%

Lehman Brothers Intermediate
Government-Corporate Bond Index 12.54% 8.73% 9.00%

Average Intermediate Investment
Grade Bond Fund 13.79% 10.74% 13.90%

Consumer Price Index 2.81% 2.86% 3.52%

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 10 YEARS

$23,666
$23,004
$10,000 OVER 10 YEARS: Let's say you invested $10,000 in Intermediate Bond
Fund on October 31, 1985. As the chart shows, by October 31, 1995, the
value of your investment would have grown to $23,004 - a 130.04% increase
on your initial investment. For comparison, look at how the Lehman Brothers
Intermediate Government-Corporate Bond Index did over the same period. With
dividends reinvested, the same $10,000 investment would have grown to
$23,666 - a 136.66% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. Bond prices, for
example, generally move in
the opposite direction of
interest rates. In turn, the
share price, return, and yield
of a fund that invests in
bonds 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)
TOTAL RETURN COMPONENTS
SIX MONTHS YEARS ENDED APRIL 30,
ENDED
OCTOBER
31,

1995 1995 1994 1993 1992 1991

Dividend return A 3.28% 6.40% 6.49% 8.08% 7.83% 8.69%

Capital appreciation 2.59% -1.08% -3.56% 4.82% 1.99% 3.92%
return

Total return 5.87% 5.32% 2.93% 12.90% 9.82% 12.61%

DIVIDEND returns and capital appreciation returns are both part of a bond
fund's total return. A dividend return reflects the actual dividends paid
by the fund. A capital appreciation return reflects both the amount paid by
the fund to shareholders as capital gain distributions and changes in the
fund's share price. Both returns assume the dividends or gains are
reinvested.
DIVIDENDS AND YIELD
PERIODS ENDED OCTOBER 31, 1995 PAST PAST 6 PAST 1
MONTH MONTHS YEAR

Dividends per share A 5.69(cents) 32.29(cents) 63.50(cents)

Annualized dividend rate 6.53% 6.27% 6.31%

30-day annualized yield 5.46% n/a n/a

DIVIDENDS per share show the income paid by the fund for a set period and
do not reflect any tax reclassifications. If you annualize this number,
based on an average share price of $10.27 over the past month, $10.22 over
the past six months and $10.07 over the past year, you can compare the
fund's income over these three periods. The 30-day annualized YIELD is a
standard formula for all funds based on the yields of the bonds in the
fund, averaged over the past 30 days. This figure shows you the yield
characteristics of the fund's investments at the end of the period. It also
helps you compare funds from different companies on an equal basis.

A NON-TAXABLE DIVIDENDS: DIVIDENDS PAID ARE BASED ON THE FUND'S INVESTMENT
INCOME AND DO NOT REFLECT CURRENCY RELATED LOSSES. AS A RESULT OF CURRENCY
LOSSES, DIVIDENDS OF APPROXIMATELY 1.9(CENTS) PER SHARE PAID DURING 1995
ARE EXPECTED TO BE A NON-TAXABLE RETURN OF CAPITAL. THE EXACT AMOUNT TO USE
IN PREPARING YOUR INCOME TAX RETURN WILL DEPEND ON YOUR SHARE ACTIVITY AND
WILL BE REPORTED TO YOU IN JANUARY 1996.
FUND TALK: THE MANAGER'S OVERVIEW

NOTE TO SHAREHOLDERS:
On October 1, 1995, Christine Thompson (right photo) became portfolio
manager of Fidelity Intermediate Bond Fund. The following is an interview
with Michael Gray - who managed the fund during most of the period covered
by this report - with some comments from Christine Thompson on her outlook
and strategy.
Q. MICHAEL, HOW HAS THE FUND PERFORMED?
A. For the six months ended October 31, 1995, the fund had a total return
of 5.87%, compared to a return of 7.36% over the same period for the
average intermediate investment grade bond fund, as tracked by Lipper
Analytical Services. The Lehman Brothers Intermediate Government-Corporate
Bond Index was up 6.60% for the period. Unfortunately, it underperformed
its peers mostly because the fund has a shorter duration - or price
sensitivity to changes in interest rates - than the average fund in its
peer group. This means that in a falling interest rate environment like
we've seen over the past year, funds with longer durations performed better
than ones with shorter durations. Conversely, when interest rates rise,
funds with shorter durations historically have less price sensitivity.
Q. WE HAVE SEEN A SOLID BULL MARKET FOR BONDS THIS YEAR. THIS MUST HAVE
HELPED THE FUND?
A. Absolutely. The bond market completely reversed last year's dismal
performance. Throughout the period, bond prices rose and interest rates
fell. What drives interest rates lower? Primarily, it's a slowing in
economic growth and the expectation of a lower rate of inflation. Inflation
is a bond's greatest enemy because it erodes the value of the investment.
Generally, when the economy slows, the Federal Reserve Board will lower
short-term interest rates in an attempt to stimulate growth. In the third
quarter of this year, the Fed did just that and lowered federal funds 25
basis points or 0.25%. Additionally, bonds benefited from economic
indicators which pointed to relatively little inflation.
Q. IN YOUR OPINION, WHAT AREA OF THE INVESTMENT-GRADE BOND MARKET WAS
IMPORTANT TO THE FUND?
A. Corporate bonds have performed well. In conjunction with low interest
rates - which lower a company's borrowing costs - we've seen strong
corporate earnings and solid balance sheets. This has caused credit quality
to improve. Additionally, a limited supply of bonds and strong demand has
helped the corporate bond market.
Q. HAVE YOU ADDED TO THE FUND'S CORPORATE BOND POSITION?
A. Actually, I've been reducing the fund's corporate position. I believe
there are signs the economy is slowing, which could hurt corporate
earnings. Additionally, supply has picked up recently and a lot of merger
and acquisition activity created fear in the market. In my opinion,
corporates currently are at very rich levels and, on a risk/reward basis,
don't make sense at this time. In other words, their up side is very
limited and their down side is very great. Corporate bonds had a good run,
but going forward, I don't believe the outlook is very favorable.
Q. WHAT'S HAPPENED IN THE MORTGAGE-BACKED SECURITIES MARKET AND HOW DID YOU
POSITION THE FUND IN THESE SECURITIES?
A. I was underweighted versus the fund's index in mortgage-backed
securities - such as Ginnie Maes - throughout the year as spreads widened
versus Treasuries. Prepayment fears - or the market's fear that these
securities' underlying pool of mortgages would be paid off early and force
bond holders to invest at less attractive rates - have cheapened the market
and created value. In addition, as rates have returned to 18-month lows,
new issuance began to pick up as homeowners take advantage of new low
rates.
Q. WHAT WERE SOME OF THE FUND'S DISAPPOINTMENTS?
A. One letdown was the maturity structure I employed last spring. I
positioned the fund with a barbell structure - the distribution of bond
holdings divided on the yield curve between short-term maturities and
longer-term maturities - early in the year. It appeared that the Federal
Reserve Board would not lower short-term interest rates, thus creating a
flat yield curve. The Fed did ease rates, however, and the yield curve
steepened as the market continued to rally.
Q. TURNING TO YOU CHRISTINE, WHAT CHANGES HAVE YOU MADE SINCE TAKING OVER?
A. I have repositioned the maturity structure of the portfolio. Currently,
I believe the opportunities for adding return by using a barbell strategy
are limited. However, I have increased the fund's exposure to a number of
attractive areas along the yield curve that I believe may offer a return
advantage in the future.
Q. HOW ABOUT THE DIFFERENT SECTORS OF THE BOND MARKET? DID YOU MAKE ANY
CHANGES THERE, CHRISTINE?
A. Right now I'm increasing the fund's exposure to U.S. agency securities -
such as Federal Farm Credit Bank medium term notes. Many intermediate-term
agency securities are trading at similar levels to higher-quality corporate
bonds. My interest is in capturing the additional yield these securities
offer over comparable Treasury bonds. I've also decreased the fund's
position in mortgage pass-through securities such as Ginnie Maes. In
general, I don't believe the pricing in the mortgage-backed securities
market justifies the uncertainty regarding the timing of principal
repayment in the sector. I also agree with Michael's position on the
corporate bond market, however I'm taking a slightly different defensive
approach in that I'm adding shorter duration corporates. This is because
shorter duration bonds have less price sensitivity to changes in interest
rates and thus will feel less of an impact in the event of a sell-off in
the corporate market.

FUND FACTS
GOAL: high current income
by investing mainly in
investment-grade debt
securities while maintaining
an average maturity of three
to 10 years.
START DATE: May 23, 1975
SIZE: as of October 31, 1995,
more than $2.7 billion
MANAGER: Christine
Thompson, since October 1,
1995; manager Fidelity U.S.
Bond Index Fund since
1990; joined Fidelity in 1985
(checkmark)
CHRISTINE THOMPSON ON HER
INVESTMENT PHILOSOPHY:
"The thing I want to
emphasize is the fact
shareholders are not going to
see large duration bets in this
portfolio. I believe, over time, I
have the potential to deliver
better returns by working within
the market rather than by timing
it. The fund is going to be
structured to resemble the
interest rate sensitivity of
Lehman Brothers Intermediate
Government-Corporate Bond
Index, so its duration will be
very similar to that of the
index. At the same time, I will
be emphasizing the valuation of
certain sectors versus others
in the bond market as well as
the valuation of individual
securities within various
sectors of the bond market.
Sectors and individual
securities will be measured
against historical and current
data. I will rely heavily on our
internal research department
to analyze fundamental
factors about an issuer such
as credit quality - or the
issuer's ability to pay the
bond's interest and principal
in a timely fashion. My goal
will be to position the portfolio
in the areas of the bond
market that offer the best
relative value."
INVESTMENT CHANGES

QUALITY DIVERSIFICATION AS OF OCTOBER 31, 1995
(MOODY'S RATINGS) % OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Aaa 75.8 54.0

Aa 4.7 4.8

A 11.2 8.7

Baa 6.5 7.4

Ba 0.4 1.0

B - -

Not rated 1.0 0.7

TABLE EXCLUDES SHORT-TERM INVESTMENTS. SECURITIES RATED AS "BA" OR BELOW BY
MOODY'S WERE RATED INVESTMENT GRADE BY OTHER NATIONALLY RECOGNIZED RATING
AGENCIES OR ASSIGNED AN INVESTMENT GRADE RATING AT THE TIME OF ACQUISITION
BY FIDELITY.
AVERAGE YEARS TO MATURITY AS OF OCTOBER 31, 1995
6 MONTHS AGO

Years 5.2 6.7

AVERAGE YEARS TO MATURITY IS BASED ON THE AVERAGE TIME UNTIL PRINCIPAL
PAYMENTS ARE EXPECTED FROM EACH OF THE FUND'S BONDS, WEIGHTED BY DOLLAR
AMOUNT.
DURATION AS OF OCTOBER 31, 1995
6 MONTHS AGO

Years 3.3 2.8

DURATION SHOWS HOW MUCH A BOND FUND'S PRICE FLUCTUATES WITH CHANGES IN
COMPARABLE INTEREST RATES. IF RATES RISE 1%, FOR EXAMPLE, A FUND WITH A
FIVE-YEAR DURATION, IS LIKELY TO LOSE ABOUT 5% OF ITS VALUE. OTHER FACTORS
ALSO CAN INFLUENCE A BOND FUND'S PERFORMANCE AND SHARE PRICE. ACCORDINGLY,
A BOND FUND'S ACTUAL PERFORMANCE MAY DIFFER FROM THIS EXAMPLE.
ASSET ALLOCATION
AS OF OCTOBER 31, 1995* AS OF APRIL 30, 1995**

Row: 1, Col: 1, Value: 1.5
Row: 1, Col: 2, Value: 2.8
Row: 1, Col: 3, Value: 3.6
Row: 1, Col: 4, Value: 72.2
Row: 1, Col: 5, Value: 19.9
Row: 1, Col: 1, Value: 23.4
Row: 1, Col: 2, Value: 2.4
Row: 1, Col: 3, Value: 3.3
Row: 1, Col: 4, Value: 50.6
Row: 1, Col: 5, Value: 20.3
Corporate bonds 19.9%
U.S. government
and agency
obligations 73.2%
Foreign government
obligations 3.6%
Other 2.8%
Short-term
investments 0.5%
Corporate bonds 20.3%
U.S. government
and agency
obligations 50.6%
Foreign government
obligations 3.3%
Other 2.4%
Short-term
investments 23.4%
* TOTAL FOREIGN
INVESTMENTS 9.8%
** TOTAL FOREIGN
INVESTMENTS 9.5%
INVESTMENTS OCTOBER 31, 1995 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

NONCONVERTIBLE BONDS - 19.9%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
BASIC INDUSTRIES - 0.8%
CHEMICALS & PLASTICS - 0.7%
Methanex Corp. 8 7/8%, 11/15/01 $ 17,870 $ 19,590
PAPER & FOREST PRODUCTS - 0.1%
Boise Cascade Corp. 9 7/8%, 2/15/01 2,000 2,168
TOTAL BASIC INDUSTRIES 21,758
DURABLES - 0.1%
CONSUMER ELECTRONICS - 0.1%
Black & Decker Corp. 7 1/2%, 4/1/03 3,000 3,100
ENERGY - 1.2%
ENERGY SERVICES - 0.3%
Petroliam Nasional Berhad yankee 7 1/8%, 8/15/05 (a) 8,500 8,675
OIL & GAS - 0.9%
Elf Aquitaine yankee 7 3/4%, 5/1/99 15,000 15,732
Occidental Petroleum Corp.:
5.85%, 11/9/98 3,000 2,968
5.93%, 11/9/98 5,000 4,960
23,660
TOTAL ENERGY 32,335
FINANCE - 13.8%
ASSET-BACKED SECURITIES - 2.0%
Boatmens Auto Trust 6.35%, 10/15/01 2,820 2,828
Discover Card Trust:
7 7/8%, 4/16/98 1,860 1,872 6 1/8%, 5/15/98 2,550 2,545
Ford Credit Auto Loan Master Trust 7 3/8%, 4/15/99 12,000 12,215
KeyCorp Auto Grantor Trust 5.80%, 7/15/00 2,583 2,572
Railcar Trust 7 3/4%, 6/1/04 13,310 14,092
SCFC Recreational Vehicle Loan Trust 7 1/4%, 9/15/06 2,259 2,276
Standard Credit Card Master Trust I 7.65%, 2/15/00 2,800 2,888
Toyota Auto Receivables Grantor Trust 6.15%, 1/15/99 4,744 4,728
Union Acceptance Corp. 7.075%, 7/10/02 3,449 3,473
United Federal Savings Bank Grantor Trust:
6.975%, 7/10/00 1,417 1,428
7.275%, 11/10/00 1,454 1,471
52,388
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
BANKS - 7.0%
Capital One Bank:
8 5/8%, 1/15/97 $ 6,655 $ 6,842
6.48%, 8/15/97 5,000 5,017
8 1/8%, 2/27/98 10,000 10,378
Central Fidelity Banks, Inc. 8.15%, 11/15/02 5,000 5,377
Chase Manhattan Corp. 7 3/4%, 11/1/99 7,530 7,895
Citicorp 8.80%, 2/01/00 5,820 6,003
Corporacion Andina De Fomento yankee
7 1/4%, 4/30/98 (a) 6,100 6,077
Crestar Financial Corp. 8 3/4%, 11/15/04 7,100 7,925
Export-Import Bank Korea 7.85%, 11/1/96 9,000 9,152
First Fidelity Bancorporation 9 5/8%, 8/15/99 1,000 1,110
First Hawaiian, Inc. 6 1/4%, 8/15/00 3,000 2,946
First Interstate Bancorp 8 5/8%, 4/1/99 10,000 10,717
First Maryland Bancorp 10 3/8%, 8/1/99 2,895 3,280
First USA Bank Wilmington, 5 3/4%, 1/15/99 12,000 11,802
Fleet Financial Group, Inc.:
7 5/8%, 12/1/99 6,570 6,841
8 1/8%, 7/01/04 3,000 3,254
Florida National Banks, Inc. 9 7/8%, 5/15/99 5,000 5,529
Integra Financial Corp. 6 1/2%, 4/15/00 3,000 2,997
Korea Development Bank:
9.60%, 12/1/00 1,000 1,136
9 1/2%, 3/15/01 3,000 3,406
9.48%, 4/2/01 7,000 7,947
9.40%, 8/1/01 5,000 5,685
MBNA American Bank, N.A. 7 1/4%, 9/15/02 6,440 6,619
Mercantile Bancorporation, Inc. 7 5/8%, 10/15/02 2,000 2,088
Midlantic Corp. 9 1/4%, 9/1/99 5,000 5,488
Provident Bank:
7 1/8%, 3/15/03 2,000 2,020
6 3/8%, 1/15/04 1,250 1,201
Shawmut National Corp.:
8 1/8%, 2/1/97 3,000 3,075
7.20%, 4/15/03 7,610 7,815
Signet Banking Corp. 9 5/8%, 6/1/99 2,000 2,187
Sovran Financial Corp. 9 3/4%, 6/15/99 5,000 5,522
UJB Financial Corp. 8 5/8%, 12/10/02 10,000 11,065
Zions Bancorporation 8 5/8%, 10/15/02 3,900 4,237
182,633
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - 4.0%
Aristar, Inc.:
7 3/8%, 2/15/97 $ 10,000 $ 10,156
8 7/8%, 8/15/98 390 415
Associates Corp. of North America:
6 7/8%, 1/15/97 1,000 1,009
8.80%, 8/1/98 90 96
Case Equipment Loan Trust 6.45%, 9/15/02 6,140 6,155
Deere (John) Capital Corp. 9 5/8%, 11/1/98 6,000 6,550
Ford Capital BV:
9 3/8%, 1/1/98 3,310 3,532
9%, 8/15/98 gtd. 3,000 3,214
General Motors Acceptance Corp.:
7 3/4%, 2/25/97 4,000 4,086
7.90%, 5/1/97 10,000 10,264
7 7/8%, 2/23/98 16,000 16,586
6.40%, 6/8/98 12,500 12,567
Grand Metropolitan Investment Corp. 8 1/8%, 8/15/96 7,000 7,107
Heller Financial, Inc. 9 3/8%, 3/15/98 750 802
Household Finance Corp.:
10 1/8%, 6/15/96 1,225 1,254
7 5/8%, 12/15/96 2,000 2,033
6 3/4%, 6/1/00 3,300 3,349
Secured Finance, Inc. Kroger gtd. secured
9.05%, 12/15/04 4,000 4,594
Society Corp. 8 7/8%, 5/15/96 7,500 7,596
Tenneco Credit Corp. 10.05%, 8/17/98 1,940 2,111
Westinghouse Credit Corp. 9.30%, 6/7/99 1,100 1,144
104,620
INSURANCE - 0.2%
Metropolitan Life Insurance Co. 6.30%, 11/1/03 (a) 4,500 4,314
Protective Life Corp. 7.95%, 7/1/04 1,000 1,071
St. Paul Companies, Inc. 9 3/8%, 6/15/97 440 462
5,847
SAVINGS & LOANS - 0.6%
Ahmanson (H.F.) & Co.:
9 7/8%, 11/15/99 9,500 10,649
7 7/8%, 9/1/04 1,250 1,323
Home Savings of America 10 1/2%, 6/12/97 3,500 3,554
15,526
TOTAL FINANCE 361,014
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%
ELECTRICAL EQUIPMENT - 0.2%
Westinghouse Electric Corp. 8 3/8%, 6/15/02 $ 5,000 $ 5,009
INDUSTRIAL MACHINERY & EQUIPMENT - 0.7%
Deere & Co. 9 1/8%, 7/1/96 3,000 3,058
Tenneco, Inc. 10%, 8/1/98 15,310 16,730
19,788
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 24,797
MEDIA & LEISURE - 0.4%
LEISURE DURABLES & TOYS - 0.2%
Brunswick Corp. 8 1/8%, 4/1/97 4,500 4,577
PUBLISHING - 0.2%
News America Holdings, Inc.:
12%, 12/15/01 1,835 2,050
8 5/8%, 2/1/03 3,240 3,540
5,590
TOTAL MEDIA & LEISURE 10,167
NONDURABLES - 0.6%
FOODS - 0.2%
Quaker Oats Co. 7 1/2%, 5/2/05 3,000 3,146
Ralcorp Holdings, Inc. 8 3/4%, 9/15/04 1,000 1,095
4,241
TOBACCO - 0.4%
Philip Morris Companies, Inc.:
8 7/8%, 7/1/96 450 459
9.80%, 12/15/98 9,630 9,673
10,132
TOTAL NONDURABLES 14,373
RETAIL & WHOLESALE - 0.1%
GROCERY STORES - 0.1%
Great Atlantic & Pacific Tea, Inc. 9 1/8%, 1/15/98 2,000 2,103
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
SERVICES - 0.2%
PRINTING - 0.2%
Valassis Communications, Inc. 9.55%, 12/1/03 $ 4,000 $ 4,065
TECHNOLOGY - 0.1%
COMPUTERS & OFFICE EQUIPMENT - 0.1%
Comdisco, Inc. 7 3/4%, 1/29/97 3,000 3,053
UTILITIES - 1.7%
ELECTRIC UTILITY - 1.3%
British Columbia Hydro & Power Authority:
15 1/2%, 11/15/11 12,500 14,443
12 1/2%, 1/15/14 4,670 5,677
Hydro-Quebec 8.40%, 1/15/22 12,500 13,702
33,822
GAS - 0.4%
Centragas Transpotadora De Gas 10.65%, 12/1/10 (a) 2,720 2,870
Enron Corp.:
10%, 6/01/98 3,000 3,272
8 1/2%, 2/01/00 2,920 2,998
Southwest Gas Co. 9 3/4%, 6/15/02 740 853
9,993
TOTAL UTILITIES 43,815
TOTAL NONCONVERTIBLE BONDS
(Cost $513,771) 520,580
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 71.8%
U.S. TREASURY OBLIGATIONS - 69.1%
8%, 10/15/96 52,220 53,354
6 1/2%, 5/15/97 380,900 385,722
8 1/2%, 5/15/97 4,061 4,231
8 3/4%, 10/15/97 103,750 109,650
5 1/8%, 3/31/98 93,980 92,820
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. TREASURY OBLIGATIONS - CONTINUED
9%, 5/15/98 $ 53,300 $ 57,422
9 1/4%, 8/15/98 182,390 198,805
8 7/8%, 2/15/99 17,000 18,570
7 3/4%, 12/31/99 457,950 490,364
7 7/8%, 8/15/01 67,250 73,796
7 1/2%, 11/15/01 9,260 10,014
6 1/4%, 2/15/03 39,870 40,574
11 7/8%, 11/15/03 7,280 9,969
12 3/4%, 11/15/10 126,360 188,197
9%, 11/15/18 10,000 13,061
12%, 8/15/23 41,100 61,657
TOTAL U.S. TREASURY OBLIGATIONS 1,808,206
U.S. GOVERNMENT AGENCY OBLIGATIONS - 2.7%
Federal Farm Credit Bank:
6.32%, 9/09/02 4,640 4,686
6.20%, 9/23/02 7,180 7,190
6.40%, 10/3/02 2,270 2,297
Government Trust Certificates Series
(guaranteed by U.S. Government through
Export-Import Bank):
1994-A 7.39%, 6/26/06 1,192 1,250
1994-C 6.61%, 9/15/99 1,630 1,649
1995-A 6.28%, 6/15/04 16,400 16,420
Private Export Funding Corp. secured notes:
Series II, 8.4%, 7 /31/01 1,020 1,125
Series LL, 7.9%, 3/31/00 1,610 1,727
Private Export Funding Corp. 5.80%, 2/01/04 1,380 1,352
State of Israel (guaranteed by U.S. Government through
Agency for International Development):
5 1/4%, 3/15/98 4,560 4,504
7 1/8%, 8/15/99 3,140 3,259
8%, 11/15/01 2,090 2,280
6 1/4%, 8/15/02 23,893 24,066
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 71,805
TOTAL U.S. GOVERNMENT AND GOVERNMENT
AGENCY OBLIGATIONS (Cost $1,881,718) 1,880,011
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 1.4%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FEDERAL HOME LOAN MORTGAGE CORPORATION - 0.0%
8 1/2%, 6/15/13 $ 147 $ 152
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 1.4%
8.92%, 6/15/97 (b) 20 19
6%, 4/1/01 to 10/1/02 12,466 12,300
7.40%, 7/1/04 12,340 13,195
12 1/2%, 9/1/11 to 8/1/15 393 457
6 1/2%, 3/1/24 to 6/1/24 9,322 9,044
35,015
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 0.0%
9 1/2%, 9/15/09 to 10/15/15 311 338
10%, 12/15/13 to 8/15/17 398 437
775
TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE-BACKED SECURITIES (Cost $22,450) 35,942
COMMERCIAL MORTGAGE SECURITIES - 1.5%
FDIC commercial Series 1994-C1 Class II-A1,
6.30%, 9/25/25 1,098 1,097
Kearny Street Mortgage commercial floater
Series 1995-1 Class A1, 7.039%, 2/20/30 (a)(b) 3,570 3,623
Oregon pass thru certificates commercial
Series 1995 Class A1, 7.15%, 6/25/26 (a) 8,201 8,230
Resolution Trust Corp. commercial Series:
1994-C1 Class A-4, 7 1/4%, 6/25/26 1,627 1,622
1994-C2 Class A-2, 7 3/4%, 4/25/25 1,395 1,402
1994-C2 Class A-4, 7 1/2%, 4/25/25 1,944 1,946
1994-N2 Class 2, 7 1/2%, 12/15/04 (a)(c) 4,500 4,520
1995-C1 Class A2A, 6 1/4%, 2/25/27 8,966 8,923
1995-C1 Class A4A, 6 1/4%, 2/25/27 7,200 7,164
Structured Asset Securities Corp. commercial Series
1993-C1 Class A-1, 6.60%, 10/25/24 1,588 1,581
TOTAL COMMERCIAL MORTGAGE SECURITIES
(Cost $39,906) 40,108
FOREIGN GOVERNMENT OBLIGATIONS - 3.6%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
Dannish Government euro 7 3/4%, 12/15/96 $ 1,350 $ 1,375
Ireland Republic yankee 8 5/8%, 4/15/01 10,500 11,599
Malaysia Government euro 9 1/2%, 10/31/96 815 842
Manitoba Province yankee:
6 7/8%, 9/15/02 17,500 17,973
8.80%, 1/15/20 15,000 18,007
Ontario Province Canada:
7 3/4%, 6/4/02 11,000 11,742
7 3/8%, 1/27/03 7,500 7,865
15 1/8%, 5/1/11 7,080 7,779
17%, 11/5/11 12,145 14,174
15 1/4%, 8/31/12 2,735 3,298
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $91,836) 94,654
SUPRANATIONAL OBLIGATIONS - 1.3%
African Development Bank:
10 1/2%, 11/1/95 4,000 4,000
9 1/2%, 12/15/95 5,000 5,000
10%, 11/1/97 4,000 4,300
8.70%, 5/1/01 5,000 5,578
7 3/4%, 12/15/01 8,000 8,549
European Investment Bank 11 5/8%, 2/1/99 2,500 3,153
Inter-American Development Bank 9.45%, 9/15/98 2,000 2,181
International Bank for Reconstruction & Development
euro 11 1/8%, 1/13/98 2,000 2,202
TOTAL SUPRANATIONAL OBLIGATIONS
(Cost $34,407) 34,963
REPURCHASE AGREEMENTS - 0.5%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a
joint trading account at 5.88%,
dated 10/31/95 due 11/1/95 $ 11,765 11,763
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,595,851) $ 2,618,021
LEGEND
1. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $38,309,000 or 1.4% of net
assets.
2. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
3. Debt obligation initially issued at one coupon which converts to a
higher coupon at a specified date.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 91.7% AAA, AA, A 88.8%
Baa 6.5% BBB 8.6%
Ba 0.4% BB 0.3%
B 0.0% B 0.0%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
D 0.0%
Securities rated as "Ba" by Moody's and "BB" by S&P were rated investment
grade by other nationally recognized rating agencies or assigned an
investment grade rating at the time of acquisition by Fidelity. The
percentage not rated by either S&P or Moody's amounted to 0.0%.
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 90.2%
Canada 5.1
Supranational 1.6
Korea 1.0
Others (individually less than 1%) 2.1
TOTAL 100.0%
INCOME TAX INFORMATION
At October 31, 1995 the aggregate cost of investment securities for income
tax purposes was $2,595,875,000. Net unrealized appreciation aggregated
$22,146,000, of which $34,937,000 related to appreciated investment
securities and $12,791,000 related to depreciated investment securities.
The fund has elected to defer to its fiscal year ending April 30, 1996
approximately $28,106,000 of losses recognized during the period November
1, 1994 to April 30, 1995.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER SHARE AMOUNT) OCTOBER 31, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 2,618,021
agreements of $11,763) (cost $2,595,851) -
See accompanying schedule

Cash 10,733

Receivable for investments sold 75,209

Receivable for fund shares sold 2,140

Interest receivable 58,287

TOTAL ASSETS 2,764,390

LIABILITIES

Payable for investments purchased $ 51,147

Distributions payable 698

Accrued management fee 1,017

Other payables and accrued expenses 862

TOTAL LIABILITIES 53,724

NET ASSETS $ 2,710,666

Net Assets consist of:

Paid in capital $ 2,693,838

Distributions in excess of net investment income (12,802)

Accumulated undistributed net realized gain (loss) on 7,477
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on investments 22,153

NET ASSETS, for 263,495 shares outstanding $ 2,710,666

NET ASSET VALUE, offering price and redemption price per $10.29
share ($2,710,666 (divided by) 263,495 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED OCTOBER 31, 1995 (UNAUDITED)

INVESTMENT INCOME $ 92,411
Interest (including income on securities loaned of $25)

EXPENSES

Management fee $ 5,899

Transfer agent fees 2,979

Accounting and security lending fees 317

Non-interested trustees' compensation 6

Custodian fees and expenses 60

Registration fees 51

Audit 30

Legal 4

TOTAL EXPENSES 9,346

NET INVESTMENT INCOME 83,065

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:

Investment securities 49,342

Futures contracts (14,192) 35,150

Change in net unrealized appreciation (depreciation) on:

Investment securities 26,724

Futures contracts 2,562 29,286

NET GAIN (LOSS) 64,436

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 147,501
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED APRIL 30,
OCTOBER 31, 1995 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 83,065 $ 131,888
Net investment income

Net realized gain (loss) 35,150 (16,585)

Change in net unrealized appreciation (depreciation) 29,286 2,612

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 147,501 117,915
FROM OPERATIONS

Distributions to shareholders (82,908) (125,751)
From net investment income

In excess of net realized gain - (18,082)

Return of capital (Note 1) - (3,993)

TOTAL DISTRIBUTIONS (82,908) (147,826)

Share transactions 656,456 1,248,267
Net proceeds from sales of shares

Reinvestment of distributions 79,017 139,860

Cost of shares redeemed (552,037) (677,390)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 183,436 710,737
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 248,029 680,826

NET ASSETS

Beginning of period 2,462,637 1,781,811

End of period (including distributions in excess of net $ 2,710,666 $ 2,462,637
investment income of $12,802 and $12,959,
respectively)

OTHER INFORMATION
Shares

Sold 64,238 125,125

Issued in reinvestment of distributions 7,722 14,003

Redeemed (54,051) (67,751)

Net increase (decrease) 17,909 71,377

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED APRIL 30,
ENDED OCTOBER
31, 1995

(UNAUDITED) 1995 1994 D 1993 1992 1991

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, $ 10.030 $ 10.230 $ 10.700 $ 10.270 $ 10.070 $ 9.690
beginning of period

Income from .327 .591 .705 .784 .764 .800
Investment
Operations
Net investment
income

Net realized and .256 (.074) (.381) .496 .197 .380
unrealized gain
(loss)

Total from .583 .517 .324 1.280 .961 1.180
investment
operations

Less Distributions (.323) (.598) (.704) (.790) (.761) (.800)
From net investment
income

From net realized - - - (.060) - -
gain

In excess of net - (.100) (.090) - - -
realized gain

Return of capital - (.019) - - - -

Total distributions (.323) (.717) (.794) (.850) (.761) (.800)

Net asset value, $ 10.290 $ 10.030 $ 10.230 $ 10.700 $ 10.270 $ 10.070
end of period

TOTAL RETURN B, C 5.87% 5.32% 2.93% 12.90% 9.82% 12.61%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 2,711 $ 2,463 $ 1,782 $ 1,639 $ 1,235 $ 878
period (in millions)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Ratio of expenses to .71% A .68% .64% .61% .63% .66%
average net assets E E

Ratio of net 6.31% A 6.31% 6.88% 7.44% 7.45% 8.05%
investment income
to average net
assets

Portfolio turnover rate 179% A 75% 81% 51% 80% 73%

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
D 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
E FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1995 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Intermediate Bond 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 are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days of their purchase date are valued either at
amortized cost or original cost plus accrued interest, both of which
approximate current value. Securities (including restricted securities) for
which market quotations are not readily available are valued at their fair
value as determined in good faith under consistently applied procedures
under the general supervision of the Board of Trustees.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Net realized gains and losses on foreign currency transactions represent
net gains and losses from sales and maturities of forward currency
contracts, disposition of foreign currencies, currency gains and losses
realized between the trade and settlement dates on securities transactions,
and the difference between the amount of net investment income accrued and
the U.S. dollar amount actually received. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
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 substantially 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. Interest income, which includes accretion of original
issue discount, is accrued as earned.
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.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and paid
monthly from net investment income. Distributions from realized gains, if
any, are recorded on the ex-dividend date.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for paydown
gains/losses on certain securities, futures and options transactions,
foreign currency transactions, market discount and losses deferred due to
wash sales and excise tax regulations.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Distributions in excess of net investment
income and accumulated undistributed net realized gain (loss) on
investments and foreign currency transactions may include temporary book
and tax basis differences that will reverse in a subsequent period. Any
taxable income or gain remaining at fiscal year end is distributed in the
following year.
For the period ended April 30, 1995, the fund's distributions exceeded the
aggregate amount of taxable income and net realized gains resulting in a
return of capital. This was due to certain foreign currency losses which
decreased taxable income available for distribution after certain
distributions had been made. (The tax treatment of distributions for the
1995 calendar year will be reported to shareholders prior to February 1,
1996.)
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.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. Losses may arise
from changes in the value of the foreign currency or if the counterparties
do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset; otherwise, gain (loss) is recognized on
settlement date.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
are invested in one or more repurchase agreements that mature in 60 days or
less from the date of purchase, and are collateralized by U.S. Treasury or
Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
FUTURES CONTRACTS AND OPTIONS. The fund may use futures and options
contracts to manage its exposure to the bond market and to fluctuations in
interest rates and currency values. Buying futures, writing puts, and
buying calls tend to increase the fund's exposure to the underlying
instrument. Selling futures, buying puts, and writing calls tend to
decrease the fund's exposure to the underlying instrument, or hedge other
fund investments. Futures contracts and written options involve, to varying
degrees, risk of loss in excess of the futures variation margin or the
option value reflected in the Statement of Assets and Liabilities. Losses
may arise from changes in the value of the underlying instruments, if there
is an illiquid secondary market for the contracts, or if the counterparties
do not perform under the contracts' terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options 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 $2,707,603,000 and $2,041,468,000, respectively, of which U.S.
government and government agency obligations aggregated $2,502,550,000 and
$1,865,639,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .1200% to .3700% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
lower management fee. The annual individual fund fee rate is .30%. For the
period, the management fee was equivalent to an annualized rate of .45% of
average net assets.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, FMR or
the fund's distributor, Fidelity Distributors Corporation (FDC), an
affiliate of FMR, may use their resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. No payments were made to third parties under
the Plan during the period.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives account fees and asset-based fees that vary according to
account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's accounting
records and administers the security lending program. The security lending
fee is based on the number and duration of lending transactions. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses.
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.
TO CALL FIDELITY

FOR FUND INFORMATION AND QUOTES
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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.

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OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Fred L. Henning, Jr., Vice President
Arthur S. Loring, Secretary
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John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
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(2_FIDELITY_LOGOS)FIDELITY

MARKET INDEX
FUND
SEMIANNUAL REPORT
OCTOBER 31, 1995
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

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 past six
months.

INVESTMENTS 10 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 29 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 33 Notes to the financial statements.

DISTRIBUTIONS 37

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.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
Although the markets have been fairly positive this year, no one can
predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
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. A
fund's total return 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 securities that have grown in value), and the
effect of the fund's $10 index account fee.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1995 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

Market Index 14.23% 25.98% 117.78% 101.32%

S&P 500(registered trademark) 14.46% 26.44% 121.65% 103.88%

Average S&P 500 Index 14.16% 25.83% 116.39% n/a
Fund

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months one year, five years, or since
the fund started on March 6, 1990. For example, if you invested $1,000 in a
fund that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare the fund's returns to the performance of
the Standard & Poor's Composite Index of 500 Stocks - a common proxy for
the U.S. stock market. To measure how the fund's performance stacked up
against its peers, you can compare it to the average S&P 500 index fund,
which reflects the performance of 44 funds with similar objectives tracked
by Lipper Analytical Services over the past six months. 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, 1995 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Market Index 25.98% 16.84% 13.17%

S&P 500(registered trademark) 26.44% 17.26% 13.41%

Average S&P 500 Index Fund 25.83% 16.69% n/a

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
Fidelity MaStandard
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 10757.82 10709.97
07/31/90 10725.58 10675.70
08/31/90 9754.56 9710.62
09/30/90 9276.54 9237.71
10/31/90 9244.03 9197.99
11/30/90 9841.34 9792.18
12/31/90 10101.00 10065.38
01/31/91 10548.39 10504.23
02/28/91 11303.60 11255.28
03/31/91 11570.82 11527.66
04/30/91 11599.76 11555.33
05/31/91 12095.83 12054.52
06/30/91 11534.54 11502.42
07/31/91 12076.26 12038.43
08/31/91 12355.46 12323.74
09/30/91 12150.08 12117.94
10/31/91 12309.51 12280.32
11/30/91 11810.25 11785.42
12/31/91 13158.80 13133.67
01/31/92 12913.15 12889.39
02/29/92 13074.09 13056.95
03/31/92 12813.05 12802.34
04/30/92 13188.15 13178.73
05/31/92 13247.82 13243.30
06/30/92 13049.52 13045.98
07/31/92 13577.16 13579.56
08/31/92 13298.32 13301.18
09/30/92 13450.57 13458.13
10/31/92 13489.42 13505.23
11/30/92 13942.66 13965.76
12/31/92 14114.96 14137.54
01/31/93 14223.57 14256.30
02/28/93 14414.73 14450.18
03/31/93 14713.50 14755.08
04/30/93 14350.79 14398.01
05/31/93 14730.98 14783.88
06/30/93 14765.08 14826.75
07/31/93 14698.79 14767.44
08/31/93 15246.79 15327.13
09/30/93 15125.81 15209.11
10/31/93 15436.95 15523.94
11/30/93 15285.82 15376.46
12/31/93 15467.27 15562.52
01/31/94 15985.83 16091.64
02/28/94 15547.74 15655.56
03/31/94 14863.15 14972.97
04/30/94 15056.47 15164.63
05/31/94 15299.24 15413.33
06/30/94 14917.43 15035.70
07/31/94 15405.79 15528.87
08/31/94 16029.80 16165.56
09/30/94 15634.23 15769.50
10/31/94 15979.83 16124.31
11/30/94 15393.21 15537.07
12/31/94 15620.69 15767.48
01/31/95 16023.22 16176.33
02/28/95 16640.73 16806.72
03/31/95 17121.85 17302.69
04/30/95 17623.13 17812.26
05/31/95 18317.57 18524.21
06/30/95 18729.59 18954.53
07/31/95 19351.43 19583.06
08/31/95 19397.84 19632.21
09/30/95 20206.35 20460.69
10/31/95 20131.70 20387.65

$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 and paid the
fund's $10 annual account index fee. As the chart shows, by October 31,
1995, the value of your investment would have grown to $20,132 - a 101.32%
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 $20,388 - a 103.88% 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 Jennifer Farrelly, Portfolio Manager of Fidelity Market
Index Fund
Q. HOW DID THE FUND PERFORM, JENNIFER?
A. The fund had a total return of 14.23% for the six months ended October
31, 1995, while the Standard & Poor's 500 Index - the fund's yardstick -
returned 14.46% during the period. Because the fund attempts to track the
index as closely as possible, this slight difference in returns is due
mainly to management and other expenses. The fund did, however, top the
average S&P 500 fund, which returned 14.16% for the period, as tracked by
Lipper Analytical Services.
Q. IT SEEMS STOCKS CONTINUED THEIR UPWARD MOMENTUM DURING THE LAST SIX
MONTHS . . .
A. They certainly did. When the Federal Reserve Board eased short-term
interest rates this summer, it appeared that for the time being we had
reached an economy of slow growth with relatively little inflation. This,
coupled with continually strong earnings reports in the third quarter,
helped propel the S&P 500 to record highs in October. In this environment
marked by stable interest rates, small- and medium-sized companies led the
way. This is not surprising because their balance sheets are more sensitive
to changes in borrowing costs.
Q. A LOT HAS BEEN WRITTEN IN THE LAST YEAR ABOUT THE EYE-POPPING
PERFORMANCE OF TECHNOLOGY STOCKS. WHAT HAPPENED IN THE TECHNOLOGY SECTOR
DURING THE FUND'S REPORTING PERIOD?
A. You're right, technology stocks have been phenomenal this year. In the
beginning of the year, basically all one had to do was put money in a tech
stock and watch it go. During the third quarter, though, techs cooled off
slightly with a few earnings disappointments, although companies like
Microsoft and Cisco Systems continued to perform well.
Q. IN ADDITION TO TECHNOLOGY, WHAT ARE SOME OF THE OTHER SECTORS THAT HAVE
PERFORMED WELL?
A. The financial sector, with large money-center banks such as JP Morgan
and financial services firms such as American Express, benefited from a
stable interest rate environment. Additionally, during the fund's reporting
period, investors continued to shift assets into consumer nondurables - or
less economically sensitive stocks. This benefited health care stocks such
as Johnson & Johnson, pharmaceutical companies like Merck and consumer
staples like Philip Morris, PepsiCo and Gillette.
Q. UTILITY STOCKS ARE GENERALLY KNOWN FOR THEIR INCOME. WHY WERE THEY THE
LARGEST PART OF THE FUND IN A YEAR KNOWN MORE FOR PRICE APPRECIATION?
A. The utility stocks of the S&P 500 can be viewed in two broad categories:
electric utilities and telecommunications companies. Electric utilities are
in the midst of major changes as many traditional monopolies are breaking
up and merger and acquisition activity is on the rise. As for
telecommunications, the S&P 500 contains household names such as MCI and
AT&T - which announced it is splitting up into three separate companies, a
move the market viewed favorably. Regional Bell companies, such as
Ameritech and NYNEX, are operating in a more favorable regulatory
environment with less rate-of-return regulation and more price-cap
agreements - the maximum amount they can charge customers. In essence, a
favorable regulatory environment allows these companies to keep gains
reaped from increased business efficiency.
Q. WERE THERE ANY MAJOR EVENTS INVOLVING MEDIA OR ENTERTAINMENT COMPANIES
IN THE S&P 500?
A. Definitely. The media/leisure sector, as well as the entertainment
sector, provided some of the most recognizable examples of what has become
a very high level of business integration activity in the market. During
the fund's reporting period, Capital Cities/ABC, owners of the ABC
television network and ESPN, agreed to be acquired by entertainment-giant
Walt Disney. ABC's rival network, CBS, also agreed to be acquired by
electrical-equipment maker Westinghouse Electric Corp.
Q. BANK MERGERS WERE QUITE A STORY TOO . . .
A. They certainly were. Chase and Chemical announced a $10 billion merger
that would create the country's largest banking company. In the New England
market, Fleet Financial Group, Inc. acquired Shawmut National Corp. in a
$4.5 billion deal. The acquisition solidified Fleet's position as New
England's largest bank.
Q. WHAT WERE SOME DISAPPOINTING SECTORS OF THE S&P 500?
A. Economically sensitive - or cyclical - stocks lagged during the period.
As the economy slowed this year, cyclical stocks, which generally trade
well in the first stages of an economic expansion, underperformed.
Q. RETAIL-STORE STOCKS HAVE ALSO HAD A TOUGH YEAR . . .
A. That's true. General retail outlets such as K mart have faced intense
competition from the aggressive pricing tactics of Wal-Mart. Additionally,
retail stocks are better performers when people are spending money - which
is most often during a high-growth environment.
Q. WHAT'S YOUR OUTLOOK GOING FORWARD?
A. While the budget situation in Washington is a big question mark right
now, I believe the general investment environment is still pretty
favorable. To date, there are no clear signs that point to an inflationary
threat. However, based on historical standards, stocks are pretty
expensive. This could be a problem if corporate earnings growth slows down.

FUND FACTS
GOAL: to provide returns that
correspond to those of the
Standard & Poor's
Composite Index of 500
Stocks
START DATE: March 6, 1990
SIZE: as of October 31, 1995,
more than $580 million
MANAGER: Jennifer Farrelly,
since 1994; manager,
Fidelity U.S. Equity Index
Portfolio and VIPII: Index
500 Portfolio, since 1994;
manager, institutional
enhanced index funds,
since 1988; joined Fidelity in
1988
(checkmark)
JENNIFER FARRELLY ON CHANGES
TO THE S&P 500:
"The S&P 500 is an index of
500 stocks that are chosen to
be representative of the
broader market. Periodically,
companies will be added or
deleted from the index.
Usually, this is based on
events such as acquisitions,
spinoffs and shifts in asset
size."
Here are some changes to the
index in the past six months
involving some well-known
companies:
(solid bullet) May 10: Conglomerate
Loews Corp. is added in place
of Continental Airlines
(solid bullet) May 22: Cabletron, a maker
of products used with computer
networks, is added in place of
heavy-equipment maker Clark
Equipment
(solid bullet) May 30: Fruit of the Loom is
added in place of children's
clothing maker OshKosh B'
Gosh
(solid bullet) July 3: Gaming company
Harrah's Entertainment is
added in place of The Promus
Companies
(solid bullet) September 22: Investment
banking firm Morgan Stanley
is added in place of railroad
Santa Fe Pacific Corp.
(solid bullet) October 23: Regional bank
First Bank System is added in
place of First Mississippi."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 2.4 2.4

AT&T Corp. 2.2 2.0

Exxon Corp. 2.1 2.2

Coca-Cola Company (The) 2.0 1.9

Merck & Co., Inc. 1.6 1.4

Philip Morris Companies, Inc. 1.6 1.5

Royal Dutch Petroleum Co. 1.5 1.6

Microsoft Corp. 1.3 1.2

Intel Corp. 1.3 1.1

Procter & Gamble Co. 1.2 1.2

TOP TEN MARKET SECTORS AS OF OCTOBER 31, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Utilities 12.4 12.2

Finance 11.9 10.7

Technology 11.5 10.6

Nondurables 11.2 11.2

Health 9.7 9.1

Energy 8.3 9.4

Basic Industries 6.5 6.9

Industrial Machinery & Equipment 4.8 5.3

Media & Leisure 4.5 4.7

Retail & Wholesale 4.3 5.3

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, 1995 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 94.7%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 1.7%
AEROSPACE & DEFENSE - 1.3%
Boeing Co. 43,680 $ 2,866,438
Lockheed Martin Corp. 25,668 1,748,633
McDonnell Douglas Corp. 14,350 1,173,113
Northrop Grumman Corp. 6,400 366,400
Rockwell International Corp. 27,800 1,237,100
7,391,684
DEFENSE ELECTRONICS - 0.3%
Loral Corp. 21,800 645,825
Raytheon Co. 31,040 1,354,120
1,999,945
SHIP BUILDING & REPAIR - 0.1%
General Dynamics Corp. 8,100 448,538
TOTAL AEROSPACE & DEFENSE 9,840,167
BASIC INDUSTRIES - 6.5%
CHEMICALS & PLASTICS - 3.4%
Air Products & Chemicals, Inc. 14,220 734,108
Avery Dennison Corp. 6,900 308,775
Dow Chemical Co. 34,270 2,351,779
du Pont (E.I.) de Nemours & Co. 70,830 4,418,021
Eastman Chemical Co. 10,442 621,299
Engelhard Corp. 18,237 453,645
First Mississippi Corp. 2,700 55,350
FMC Corp. (a) 4,600 329,475
Goodrich (B.F.) Co. 3,210 211,459
Grace (W.R.) & Co. 12,000 669,000
Great Lakes Chemical Corp. 8,200 550,425
Hercules, Inc. 14,320 764,330
Minnesota Mining & Manufacturing Co. 53,620 3,049,638
Monsanto Co. 14,820 1,552,395
Morton International, Inc. 19,000 579,500
Nalco Chemical Co. 8,580 257,400
PPG Industries, Inc. 26,000 1,105,000
Praxair, Inc. 17,600 475,200
Raychem Corp. 5,700 264,338
Rohm & Haas Co. 8,700 480,675
Union Carbide Corp. 17,600 666,600
19,898,412
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - CONTINUED
IRON & STEEL - 0.3%
Armco, Inc. (a) 13,500 $ 82,688
Bethlehem Steel Corp. (a) 14,200 186,375
Inland Steel Industries, Inc. 6,300 147,263
Nucor Corp. 11,100 534,188
USX-U.S. Steel Group 10,360 309,505
Worthington Industries, Inc. 11,525 191,603
1,451,622
METALS & MINING - 0.8%
Alcan Aluminium Ltd. 28,703 909,978
Aluminum Co. of America 22,720 1,158,720
ASARCO, Inc. 5,300 170,925
Cyprus Amax Minerals Co. 11,750 306,969
Freeport-McMoRan Copper & Gold, Inc. Class B 25,900 589,225
Inco Ltd. 15,258 524,866
Phelps Dodge Corp. 8,840 560,235
Reynolds Metals Co. 8,040 405,015
4,625,933
PACKAGING & CONTAINERS - 0.3%
Ball Corp. 3,929 108,539
Bemis Co., Inc. 6,500 169,000
Corning, Inc. 29,440 769,120
Crown Cork & Seal Co., Inc. (a) 11,580 403,853
1,450,512
PAPER & FOREST PRODUCTS - 1.7%
Boise Cascade Corp. 6,100 221,125
Champion International Corp. 12,400 663,400
Federal Paper Board Co., Inc. 5,800 243,600
Georgia-Pacific Corp. 11,700 965,250
International Paper Co. 32,600 1,206,200
James River Corp. of Virginia 10,600 340,525
Kimberly-Clark Corp. 20,580 1,494,623
Louisiana-Pacific Corp. 13,860 330,908
Mead Corp. 6,900 397,613
Potlatch Corp. 3,640 153,335
Scott Paper Co. 19,420 1,034,115
Stone Container Corp. 12,314 203,181
Temple-Inland, Inc. 7,100 323,050
Union Camp Corp. 8,900 452,788
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - CONTINUED
Westvaco Corp. 13,050 $ 362,138
Weyerhaeuser Co. 25,900 1,142,838
Willamette Industries, Inc. 7,100 411,800
9,946,489
TOTAL BASIC INDUSTRIES 37,372,968
CONGLOMERATES - 1.3%
Allied-Signal, Inc. 36,100 1,534,250
Crane Co. 3,800 134,425
Dial Corp. (The) 12,000 292,500
Harris Corp. 4,900 284,813
ITT Corp. 14,870 1,821,575
Teledyne, Inc. 7,198 179,050
Textron, Inc. 10,800 742,500
Tyco International Ltd. 9,690 588,668
United Technologies Corp. 15,670 1,390,713
Whitman Corp. 13,300 282,625
7,251,119
CONSTRUCTION & REAL ESTATE - 0.5%
BUILDING MATERIALS - 0.3%
Armstrong World Industries, Inc. 4,510 267,781
Masco Corp. 20,300 570,938
Owens-Corning Fiberglas Corp. (a) 6,400 271,200
Sherwin-Williams Co. 10,940 411,618
1,521,537
CONSTRUCTION - 0.0%
Centex Corp. 3,460 113,315
Kaufman & Broad Home Corp. 4,200 48,825
Morrison-Knudsen Corp. 4,300 27,950
Pulte Corp. 2,800 88,550
278,640
ENGINEERING - 0.2%
EG & G, Inc. 6,620 123,298
Fluor Corp. 10,630 600,595
Foster Wheeler Corp. 4,500 168,750
892,643
TOTAL CONSTRUCTION & REAL ESTATE 2,692,820
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
DURABLES - 3.3%
AUTOS, TIRES, & ACCESSORIES - 2.6%
Chrysler Corp. 43,900 $ 2,266,338
Cooper Tire & Rubber Co. 10,600 245,125
Cummins Engine Co., Inc. 5,100 179,138
Dana Corp. 13,000 333,125
Eaton Corp. 9,880 506,350
Echlin, Inc. 7,700 275,275
Ford Motor Co. 137,200 3,944,500
General Motors Corp. 95,556 4,180,575
Genuine Parts Co. 15,625 619,141
Goodyear Tire & Rubber Co. 19,400 737,200
Johnson Controls, Inc. 5,300 308,725
NACCO Industries, Inc. Class A 1,200 68,700
Navistar International Corp. (a) 9,560 97,990
PACCAR, Inc. 5,038 210,337
Pep Boys-Manny, Moe & Jack 7,800 170,625
Snap-on Tools Corp. 4,700 199,163
TRW, Inc. 8,260 543,095
14,885,402
CONSUMER ELECTRONICS - 0.3%
Black & Decker Corp. 8,900 301,488
Maytag Co. 13,700 260,300
Newell Co. 20,300 489,738
Stanley Works 5,600 267,400
Whirlpool Corp. 9,500 503,500
1,822,426
HOME FURNISHINGS - 0.0%
Bassett Furniture Industries, Inc. 1,700 34,213
TEXTILES & APPAREL - 0.4%
Fruit of the Loom, Inc. Class A (a) 9,600 166,800
Liz Claiborne, Inc. 9,500 269,563
NIKE, Inc. Class B 18,360 1,041,930
Reebok International Ltd. 10,100 343,400
Russell Corp. 4,900 121,275
Springs Industries, Inc. Class A 2,500 107,188
Stride Rite Corp. 6,400 72,000
VF Corp. 8,100 387,788
2,509,944
TOTAL DURABLES 19,251,985
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
ENERGY - 8.3%
COAL - 0.0%
Eastern Enterprises Co. 2,500 $ 74,688
ENERGY SERVICES - 0.6%
Baker Hughes, Inc. 18,100 355,213
Dresser Industries, Inc. 23,240 482,230
Halliburton Co. 14,680 609,220
Helmerich & Payne, Inc. 3,100 80,213
McDermott International, Inc. 7,000 111,125
Rowan Companies, Inc. (a) 10,700 70,888
Schlumberger Ltd. 30,980 1,928,505
3,637,394
OIL & GAS - 7.7%
Amerada Hess Corp. 11,940 538,793
Amoco Corp. 63,510 4,056,701
Ashland, Inc. 8,030 253,949
Atlantic Richfield Co. 20,620 2,201,185
Burlington Resources, Inc. 16,100 579,600
Chevron Corp. 83,380 3,898,015
Coastal Corp. (The) 13,300 430,588
Exxon Corp. 158,760 12,125,295
Kerr-McGee Corp. 6,560 361,620
Louisiana Land & Exploration Co. 4,340 153,528
Mobil Corp. 50,450 5,082,838
Occidental Petroleum Corp. 40,700 875,050
Oryx Energy Co. (a) 13,260 152,490
Pennzoil Co. 5,830 220,083
Phillips Petroleum Co. 33,400 1,077,150
Royal Dutch Petroleum Co. 68,420 8,407,108
Santa Fe Energy Resources, Inc. (a) 11,466 101,761
Sun Company, Inc. 9,780 279,953
Texaco, Inc. 33,240 2,264,475
USX-Marathon Group 37,900 672,725
Unocal Corp. 31,409 824,486
44,557,393
TOTAL ENERGY 48,269,475
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - 11.9%
BANKS - 5.9%
Banc One Corp. 50,322 $ 1,698,368
Bank of Boston Corp. 14,167 630,432
Bank of New York Co., Inc. 24,600 1,033,200
BankAmerica Corp. 47,864 2,752,180
Bankers Trust New York Corp. 9,950 634,313
Barnett Banks, Inc. 12,500 690,625
Boatmen's Bancshares, Inc. 16,000 608,000
Chase Manhattan Corp. 22,355 1,274,235
Chemical Banking Corp. 32,267 1,835,186
Citicorp 50,869 3,300,126
CoreStates Financial Corp. 17,900 651,113
First Bank System, Inc. 17,300 860,675
First Chicago Corp. 11,516 781,649
First Fidelity Bancorporation 10,152 663,687
First Interstate Bancorp 9,610 1,239,690
First Union Corp. 21,885 1,086,043
Fleet Financial Group, Inc. 18,132 702,615
KeyCorp. 29,155 983,981
Mellon Bank Corp. 18,613 932,977
Morgan (J.P.) & Co., Inc. 23,919 1,844,753
NBD Bancorp, Inc. 19,750 750,500
National City Corp. 18,903 583,630
NationsBank Corp. 34,750 2,284,813
Norwest Corp. 41,600 1,227,200
PNC Financial Corp. 29,460 773,325
Republic New York Corp. 7,100 416,238
Shawmut National Corp. 12,615 427,333
SunTrust Banks, Inc. 14,500 935,250
U.S. Bancorp 12,450 368,831
Wachovia Corp. 21,800 961,925
Wells Fargo & Co. 6,101 1,281,973
34,214,866
CREDIT & OTHER FINANCE - 1.0%
American Express Co. 62,372 2,533,863
Beneficial Corp. 6,700 328,300
Dean Witter Discover & Co. 21,518 1,070,521
Household International, Inc. 12,453 700,481
MBNA Corp. 18,900 696,938
Transamerica Corp. 8,822 597,691
5,927,794
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
FEDERAL SPONSORED CREDIT - 0.9%
Federal Home Loan Mortgage Corporation 20,000 $ 1,385,000
Federal National Mortgage Association 34,770 3,646,504
5,031,504
INSURANCE - 3.5%
Aetna Life & Casualty Co. 14,530 1,022,549
Alexander & Alexander Services, Inc. 5,600 125,300
Allstate Corp. 57,183 2,101,475
American General Corp. 26,120 858,695
American International Group, Inc. 60,662 5,118,356
CIGNA Corp. 9,320 923,845
Chubb Corp. (The) 11,180 1,004,803
General Re Corp. 10,540 1,526,983
Jefferson Pilot Corp. 6,115 403,590
Lincoln National Corp. 13,360 596,190
Loews Corp. 7,600 1,114,350
Marsh & McLennan Companies, Inc. 9,360 766,350
Providian Corp. 12,120 475,710
SAFECO Corp. 7,960 510,933
St. Paul Companies, Inc. (The) 10,700 543,025
Torchmark Corp. 9,220 382,630
Transport Holdings, Inc. Class A (a) 204 8,007
Travelers, Inc. (The) 40,921 2,066,511
UNUM Corp. 9,200 484,150
USF&G Corp. 14,200 237,850
USLIFE Corp. 4,470 127,395
20,398,697
SAVINGS & LOANS - 0.2%
Ahmanson (H.F.) & Co. 14,900 372,500
Golden West Financial Corp. 7,400 370,925
Great Western Financial Corp. 17,272 390,779
1,134,204
SECURITIES INDUSTRY - 0.4%
Merrill Lynch & Co., Inc. 22,400 1,243,200
Morgan Stanley Group, Inc. 9,900 861,300
Salomon, Inc. 13,500 487,688
2,592,188
TOTAL FINANCE 69,299,253
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HEALTH - 9.7%
DRUGS & PHARMACEUTICALS - 5.7%
Allergan, Inc. 7,200 $ 211,500
ALZA Corp. Class A (a) 10,600 233,200
American Home Products Corp. 39,660 3,514,868
Amgen, Inc. (a) 33,900 1,627,200
Bristol-Myers Squibb Co. 64,690 4,932,613
Lilly (Eli) & Co. 35,254 3,406,418
Merck & Co., Inc. 157,890 9,078,675
Pfizer, Inc. 80,580 4,623,278
Schering-Plough Corp. 47,440 2,543,970
Sigma Aldrich Corp. 6,300 299,250
Upjohn Co. 21,960 1,114,470
Warner-Lambert Co. 17,140 1,459,043
33,044,485
MEDICAL EQUIPMENT & SUPPLIES - 3.0%
Abbott Laboratories 101,420 4,031,445
Bard (C.R.), Inc. 7,000 197,750
Bausch & Lomb, Inc. 7,240 250,685
Baxter International, Inc. 35,400 1,367,325
Becton, Dickinson & Co. 8,500 552,500
Biomet, Inc. 14,800 246,050
Boston Scientific Corp. 19,400 817,225
Johnson & Johnson 82,520 6,725,380
Mallinckrodt Group, Inc. 9,730 338,118
Medtronic, Inc. 29,600 1,709,400
Millipore Corp. 5,800 205,175
Pall Corp. 14,666 357,484
St. Jude Medical, Inc. (a) 5,900 314,175
U.S. Surgical Corp. 7,200 176,400
17,289,112
MEDICAL FACILITIES MANAGEMENT - 1.0%
Beverly Enterprises, Inc. 12,500 146,875
Columbia/HCA Healthcare Corp. 56,720 2,786,370
Community Psychiatric Centers 5,500 59,813
Manor Care, Inc. 8,050 263,638
Tenet Healthcare Corp. (a) 25,500 455,813
United HealthCare Corp. 22,100 1,174,063
U.S. Healthcare, Inc. 19,600 754,600
5,641,172
TOTAL HEALTH 55,974,769
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HOLDING COMPANIES - 0.3%
CINergy Corp. 20,017 $ 567,982
Norfolk Southern Corp. 16,640 1,285,440
1,853,422
INDUSTRIAL MACHINERY & EQUIPMENT - 4.8%
ELECTRICAL EQUIPMENT - 3.1%
Emerson Electric Co. 28,770 2,049,863
General Electric Co. 216,300 13,680,975
General Signal Corp. 6,160 196,350
Grainger (W.W.), Inc. 6,400 400,000
Honeywell, Inc. 16,180 679,560
Scientific-Atlanta, Inc. 9,700 120,038
Westinghouse Electric Corp. 50,030 706,674
Zenith Electronics Corp. (a) 5,900 49,413
17,882,873
INDUSTRIAL MACHINERY & EQUIPMENT - 1.2%
Briggs & Stratton Corp. 3,900 157,463
Caterpillar, Inc. 23,660 1,327,918
Cincinnati Milacron, Inc. 4,300 110,725
Cooper Industries, Inc. 13,679 461,666
Deere & Co. 10,990 982,231
Dover Corp. 14,420 569,590
Giddings & Lewis, Inc. 4,300 69,338
Harnischfeger Industries, Inc. 6,200 195,300
Illinois Tool Works, Inc. 15,060 875,363
Ingersoll-Rand Co. 13,440 475,440
Parker-Hannifin Corp. 9,350 315,563
Tenneco, Inc. 23,155 1,015,926
Timken Co. 3,887 156,452
TRINOVA Corp. 3,600 101,250
Varity Corp. (a) 5,290 191,763
7,005,988
POLLUTION CONTROL - 0.5%
Browning-Ferris Industries, Inc. 27,260 793,948
Laidlaw, Inc. Class B 35,500 320,147
Ogden Corp. 6,300 143,325
Safety Kleen Corp. 7,425 114,159
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - CONTINUED
WMX Technologies, Inc. 61,860 $ 1,739,813
Zurn Industries, Inc. 1,510 37,750
3,149,142
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 28,038,003
MEDIA & LEISURE - 4.5%
BROADCASTING - 1.6%
CBS, Inc. 8,180 660,535
Capital Cities/ABC, Inc. 19,610 2,326,236
Comcast Corp. Class A 30,550 546,081
TCI Group Class A 83,300 1,416,100
Time Warner, Inc. 49,390 1,802,735
Viacom, Inc. Class B (non-vtg.) (a) 46,200 2,310,000
9,061,687
ENTERTAINMENT - 0.7%
Disney (Walt) Co. 66,620 3,838,978
King World Productions, Inc. (a) 4,600 160,425
3,999,403
LEISURE DURABLES & TOYS - 0.3%
Brunswick Corp. 12,300 239,850
Fleetwood Enterprises, Inc. 5,800 118,900
Hasbro, Inc. 11,150 340,075
Mattel, Inc. 28,256 812,360
Outboard Marine Corp. 2,500 51,875
1,563,060
LODGING & GAMING - 0.2%
Bally Entertainment Corp. (a) 6,100 67,100
Harrah's Entertainment, Inc. 13,150 325,463
Hilton Hotels Corp. 6,240 418,080
Marriott International, Inc. 16,100 593,688
1,404,331
PUBLISHING - 1.0%
American Greetings Corp. Class A 9,560 301,140
Dow Jones & Co., Inc. 12,300 433,575
Dun & Bradstreet Corp. 21,720 1,297,770
Gannett Co., Inc. 17,850 970,594
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
PUBLISHING - CONTINUED
Harcourt General, Inc. 9,376 $ 371,524
Knight-Ridder, Inc. 6,180 342,990
McGraw-Hill, Inc. 6,450 528,094
Meredith Corp. 3,600 128,700
New York Times Co. (The) Class A 12,300 341,325
Times Mirror Co. Class A 14,400 417,600
Tribune Co. 8,390 529,619
5,662,931
RESTAURANTS - 0.7%
Darden Restaurants, Inc. 20,120 228,865
Luby's Cafeterias, Inc. 3,050 63,288
McDonald's Corp. 88,700 3,636,700
Ryan's Family Steak Houses, Inc. (a) 6,900 53,475
Shoney's, Inc. (a) 5,200 57,850
Wendy's International, Inc. 13,000 258,375
4,298,553
TOTAL MEDIA & LEISURE 25,989,965
NONDURABLES - 11.2%
AGRICULTURE - 0.1%
Pioneer Hi-Bred International, Inc. 10,800 535,950
BEVERAGES - 3.7%
Anheuser-Busch Companies, Inc. 32,570 2,149,620
Brown-Forman Corp. Class B 8,880 338,550
Coca-Cola Company (The) 161,040 11,574,750
Coors (Adolph) Co. Class B 5,000 89,375
PepsiCo, Inc. 100,660 5,309,815
Seagram Co. Ltd. 47,620 1,726,646
21,188,756
FOODS - 2.6%
Archer-Daniels-Midland Co. 69,168 1,115,334
CPC International, Inc. 18,720 1,242,540
Campbell Soup Co. 31,980 1,674,953
ConAgra, Inc. 31,450 1,214,756
General Mills, Inc. 20,320 1,165,860
Heinz (H.J.) Co. 31,200 1,450,800
Hershey Foods Corp. 9,860 589,135
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - CONTINUED
FOODS - CONTINUED
Kellogg Co. 27,940 $ 2,018,665
Quaker Oats Co. 17,200 586,950
Ralston Purina Co. 13,380 794,438
Sara Lee Corp. 61,200 1,797,750
SYSCO Corp. 23,240 705,915
Wrigley (Wm.) Jr. Co. 14,780 687,270
15,044,366
HOUSEHOLD PRODUCTS - 2.9%
Alberto Culver Co. Class B 3,600 112,950
Avon Products, Inc. 8,810 626,611
Clorox Co. 6,860 492,205
Colgate-Palmolive Co. 18,660 1,292,205
Gillette Co. 56,560 2,736,090
International Flavors & Fragrances, Inc. 14,150 682,738
Premark International, Inc. 8,200 379,250
Procter & Gamble Co. 87,860 7,116,660
Rubbermaid, Inc. 20,280 529,815
Unilever NV ADR 20,370 2,668,470
16,636,994
TOBACCO - 1.9%
American Brands, Inc. 24,060 1,031,573
Philip Morris Companies, Inc. 107,360 9,071,920
UST, Inc. 25,000 750,000
10,853,493
TOTAL NONDURABLES 64,259,559
PRECIOUS METALS - 0.5%
Barrick Gold Corp. 45,200 1,050,576
Echo Bay Mines Ltd. 14,500 130,764
Firstmiss Gold, Inc. 1,912 34,416
Homestake Mining Co. 17,700 272,138
Newmont Mining Corp. 10,938 412,910
Placer Dome, Inc. 30,600 671,402
Santa Fe Pacific Gold Corp. 16,845 166,344
2,738,550
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - 4.3%
APPAREL STORES - 0.4%
Brown Group, Inc. 2,200 $ 30,250
Charming Shoppes, Inc. 13,100 37,663
Gap, Inc. 18,480 727,650
Limited, Inc. (The) 45,700 839,738
Melville Corp. 13,360 427,520
TJX Companies, Inc. 9,200 124,200
2,187,021
DRUG STORES - 0.2%
Long Drug Stores, Inc. 2,670 106,800
Rite Aid Corp. 10,600 286,200
Walgreen Co. 31,540 898,890
1,291,890
GENERAL MERCHANDISE STORES - 2.3%
Dayton Hudson Corp. 9,250 635,938
Dillard Department Stores, Inc. Class A 14,360 389,515
K mart Corp. 58,700 476,938
May Department Stores Co. (The) 31,680 1,243,440
Mercantile Stores Co., Inc. 4,610 206,874
Nordstrom, Inc. 10,600 392,863
Penney (J.C.) Co., Inc. 29,120 1,226,680
Price/Costco, Inc. (a) 24,995 424,915
Sears, Roebuck & Co. 49,810 1,693,540
Wal-Mart Stores, Inc. 293,360 6,343,910
Woolworth Corp. 16,840 246,285
13,280,898
GROCERY STORES - 0.6%
Albertson's, Inc. 32,380 1,076,635
American Stores Co. 18,880 564,040
Fleming Companies, Inc. 4,713 106,632
Giant Food, Inc. Class A 7,500 240,938
Great Atlantic & Pacific Tea Co., Inc. 4,950 100,238
Kroger Co. (The) (a) 15,600 520,650
Supervalu, Inc. 8,800 270,600
Winn-Dixie Stores, Inc. 9,720 631,800
3,511,533
RETAIL & WHOLESALE, MISCELLANEOUS - 0.8%
Circuit City Stores, Inc. 12,300 410,513
Handleman Co. 4,200 32,550
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Home Depot, Inc. (The) 60,782 $ 2,264,130
Lowe's Companies, Inc. 20,360 549,720
Tandy Corp. 8,766 432,821
Toys "R" Us, Inc. (a) 35,225 770,547
4,460,281
TOTAL RETAIL & WHOLESALE 24,731,623
SERVICES - 0.7%
ADVERTISING - 0.1%
Interpublic Group of Companies, Inc. 9,900 383,625
LEASING & RENTAL - 0.0%
Ryder Systems, Inc. 10,000 241,250
PRINTING - 0.3%
Alco Standard Corp. 7,200 637,200
Deluxe Corp. 10,500 282,188
Donnelley (R.R.) & Sons Co. 19,520 712,480
Harland (John H.) Co. 4,000 83,000
Moore Corporation Ltd. 12,837 248,242
1,963,110
SERVICES - 0.3%
Block (H & R), Inc. 13,480 556,050
Ecolab, Inc. 8,300 240,700
Jostens, Inc. 5,500 124,438
National Service Industries, Inc. 6,100 181,475
Service Corp. International 13,150 527,644
Western Atlas, Inc.(a) 6,840 300,105
1,930,412
TOTAL SERVICES 4,518,397
TECHNOLOGY - 11.5%
COMMUNICATIONS EQUIPMENT - 1.0%
Andrew Corp. (a) 5,050 213,363
Cabletron Systems, Inc. 9,100 715,488
Cisco Systems, Inc. (a) 34,600 2,681,500
DSC Communications Corp. (a) 13,500 499,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMMUNICATIONS EQUIPMENT - CONTINUED
Northern Telecom Ltd. 32,300 $ 1,162,151
Tellabs, Inc. (a) 11,200 380,800
5,652,802
COMPUTER SERVICES & SOFTWARE - 2.9%
Autodesk, Inc. 5,940 201,960
Automatic Data Processing, Inc. 18,460 1,319,890
CUC International, Inc. (a) 22,150 766,944
Ceridian Corp. (a) 5,900 256,650
Computer Associates International, Inc. 30,750 1,691,250
Computer Sciences Corp. (a) 7,150 478,156
First Data Corp. 15,100 998,488
Microsoft Corp. (a) 74,900 7,490,000
Novell, Inc. (a) 47,100 777,150
Oracle Systems Corp. (a) 55,300 2,412,463
Shared Medical Systems Corp. 2,900 112,013
16,504,964
COMPUTERS & OFFICE EQUIPMENT - 3.7%
Amdahl Corp. (a) 15,100 139,675
Apple Computer, Inc. 15,550 564,659
Compaq Computer Corp. (a) 33,680 1,877,660
Cray Research, Inc. (a) 3,160 65,570
Data General Corp. (a) 4,700 54,050
Digital Equipment Corp. (a) 18,820 1,018,633
Hewlett-Packard Co. 65,260 6,044,708
Intergraph Corp. (a) 5,800 70,325
International Business Machines Corp. 72,570 7,057,433
Pitney Bowes, Inc. 19,440 848,070
Silicon Graphics, Inc. (a) 18,900 628,425
Sun Microsystems, Inc. (a) 12,300 959,400
Tandem Computers, Inc. (a) 14,800 166,500
Unisys Corp. (a) 21,800 122,625
Xerox Corp. 13,650 1,771,088
21,388,821
ELECTRONIC INSTRUMENTS - 0.3%
Applied Materials, Inc. (a) 22,400 1,122,800
Perkin-Elmer Corp. 5,400 189,675
Tektronix, Inc. 4,200 248,850
1,561,325
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
ELECTRONICS - 3.1%
Advanced Micro Devices, Inc. 13,200 $ 315,150
AMP, Inc. 27,864 1,093,662
Intel Corp. 105,260 7,355,043
Micron Technology, Inc. 26,400 1,864,500
Motorola, Inc. 75,400 4,948,125
National Semiconductor Corp. (a) 15,700 382,688
Texas Instruments, Inc. 24,060 1,642,095
Thomas & Betts Corp. 2,460 158,978
17,760,241
PHOTOGRAPHIC EQUIPMENT - 0.5%
Eastman Kodak Co. 43,570 2,728,571
Polaroid Corp. 5,840 249,660
2,978,231
TOTAL TECHNOLOGY 65,846,384
TRANSPORTATION - 1.3%
AIR TRANSPORTATION - 0.3%
AMR Corp. (a) 9,670 638,220
Delta Air Lines, Inc. 6,580 431,813
Southwest Airlines Co. 18,400 368,000
USAir Group, Inc. (a) 7,900 107,638
1,545,671
RAILROADS - 0.8%
Burlington Northern Santa Fe Corp. 18,043 1,513,357
CSX Corp. 10,300 862,625
Conrail, Inc. 9,940 683,375
Union Pacific Corp. 26,140 1,708,903
4,768,260
TRUCKING & FREIGHT - 0.2%
Consolidated Freightways, Inc. 5,600 130,200
Federal Express Corp. (a) 7,090 582,266
Pittston Co. Services Group 5,400 148,500
Roadway Services, Inc. 4,900 219,275
Yellow Corp. 3,500 45,938
1,126,179
TOTAL TRANSPORTATION 7,440,110
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UTILITIES - 12.4%
CELLULAR - 0.3%
AirTouch Communications, Inc. (a) 63,230 $ 1,802,055
ELECTRIC UTILITY - 3.4%
American Electric Power Co., Inc. 23,700 903,563
Baltimore Gas & Electric Co. 18,750 501,563
Carolina Power & Light Co. 19,800 648,450
Central & South West Corp. 24,580 657,515
Consolidated Edison Co. of New York, Inc. 30,100 914,288
Detroit Edison Co. 18,700 631,125
Dominion Resources, Inc. 22,110 878,873
Duke Power Co. 26,260 1,175,135
Entergy Corp. 29,000 826,500
FPL Group, Inc. 23,700 992,438
General Public Utilities Corp. 14,800 462,500
Houston Industries, Inc. 16,700 774,463
Niagara Mohawk Power Corp. 18,500 198,875
Northern States Power Co. 8,560 404,460
Ohio Edison Co. 19,400 443,775
Peco Energy Co. 28,400 830,700
Pacific Gas & Electric Co. 54,300 1,595,063
PacifiCorp. 36,400 687,050
Public Service Enterprise Group, Inc. 31,200 916,500
SCEcorp 56,900 967,300
Southern Co. 85,100 2,031,763
Texas Utilities Co. 28,786 1,057,886
Unicom Corp. 27,500 900,625
Union Electric Co. 13,100 510,900
19,911,310
GAS - 0.7%
Columbia Gas System, Inc. (The) 6,520 251,020
Consolidated Natural Gas Co. 11,990 455,620
Enron Corp. 32,140 1,104,813
ENSERCH Corp. 8,800 127,600
NICOR, Inc. 6,540 175,763
Noram Energy Corp. 15,900 123,225
ONEOK, Inc. 3,400 82,875
Pacific Enterprises 10,880 269,280
Panhandle Eastern Corp. 19,200 484,800
Peoples Energy Corp. 4,400 126,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UTILITIES - CONTINUED
GAS - CONTINUED
Sonat, Inc. 10,960 $ 315,100
Williams Companies, Inc. 13,100 505,988
4,022,584
TELEPHONE SERVICES - 8.0%
AT&T Corp. 202,562 12,963,968
ALLTEL Corp. 24,200 741,125
Ameritech Corp. 70,700 3,817,800
Bell Atlantic Corp. 55,850 3,553,456
BellSouth Corp. 63,520 4,859,280
GTE Corp. 123,980 5,114,175
MCI Communications Corp. 86,660 2,161,084
NYNEX Corp. 54,520 2,562,440
Pacific Telesis Group 54,630 1,659,386
SBC Communications, Inc. 77,920 4,353,780
Sprint Corp. 44,590 1,716,715
U.S. West, Inc. 60,040 2,859,405
46,362,614
TOTAL UTILITIES 72,098,563
TOTAL COMMON STOCKS
(Cost $405,428,725) 547,467,132
U.S. TREASURY OBLIGATIONS - 0.2%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. Treasury Bill, yield at date of purchase
5 1/4%, 12/7/95 (b) (Cost $1,491,995) $ 1,500,000 1,492,425
REPURCHASE AGREEMENTS - 5.1%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.88%, dated
10/31/95 due 11/1/95 $ 29,390,800 29,386,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $436,306,720) $ 578,345,557
FUTURES CONTRACTS
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
112 S&P 500 Index Contracts December 1995 $ 32,695,600 $ 182,666
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 5.7%
LEGEND
1. Non-income producing
2. A portion of the security was pledged to cover margin requirements for
futures contracts. At the period end, the value of securities pledged
amounted to $1,492,425.
INCOME TAX INFORMATION
At October 31, 1995, the aggregate cost of investment securities for income
tax purposes was $436,421,210. Net unrealized appreciation aggregated
$141,924,347, of which $153,807,474 related to appreciated investment
securities and $11,883,127 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS OCTOBER 31, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 578,345,557
agreements of $29,386,000) (cost $436,306,720) -
See accompanying schedule

Cash 909

Receivable for fund shares sold 2,044,767

Dividends receivable 842,627

Redemption fees receivable 221

Other receivables 1,947

TOTAL ASSETS 581,236,028

LIABILITIES

Payable for fund shares redeemed $ 822,444

Accrued management fee 213,452

Payable for daily variation on futures contracts 158,313

TOTAL LIABILITIES 1,194,209

NET ASSETS $ 580,041,819

Net Assets consist of:

Paid in capital $ 433,230,579

Undistributed net investment income 1,249,519

Accumulated undistributed net realized gain (loss) on 3,705,083
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 141,856,638
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 13,443,750 shares outstanding $ 580,041,819

NET ASSET VALUE, offering price and redemption price per $43.15
share ($580,041,819 (divided by) 13,443,750 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED OCTOBER 31, 1995 (UNAUDITED)

INVESTMENT INCOME $ 5,752,012
Dividends

Interest 974,221

TOTAL INCOME 6,726,233

EXPENSES

Management fee $ 1,097,206

Non-interested trustees' compensation 888

TOTAL EXPENSES 1,098,094

NET INVESTMENT INCOME 5,628,139

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:

Investment securities 465,332

Futures contracts 3,684,565 4,149,897

Change in net unrealized appreciation (depreciation) on:

Investment securities 52,254,643

Futures contracts (448,051) 51,806,592

NET GAIN (LOSS) 55,956,489

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 61,584,628
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS YEAR ENDED
ENDED OCTOBER APRIL 30,
31,1995 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 5,628,139 $ 7,802,021
Net investment income

Net realized gain (loss) 4,149,897 2,848,461

Change in net unrealized appreciation (depreciation) 51,806,592 41,344,031

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 61,584,628 51,994,513
FROM OPERATIONS

Distributions to shareholders (5,319,050) (7,123,676)
From net investment income

From net realized gain (1,378,390) -

TOTAL DISTRIBUTIONS (6,697,440) (7,123,676)

Share transactions 171,103,776 104,977,282
Net proceeds from sales of shares

Reinvestment of distributions 6,280,088 6,644,624

Cost of shares redeemed (43,060,907) (48,508,037)

Redemption fees 98,298 46,343

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 134,421,255 63,160,212
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 189,308,443 108,031,049

NET ASSETS

Beginning of period 390,733,376 282,702,327

End of period (including undistributed net investment $ 580,041,819 $ 390,733,376
income of $1,249,519 and $940,430, respectively)

OTHER INFORMATION
Shares

Sold 4,134,282 2,955,598

Issued in reinvestment of distributions 154,599 191,438

Redeemed (1,042,137) (1,392,315)

Net increase (decrease) 3,246,744 1,754,721

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED APRIL 30,
ENDED OCTOBER
31, 1995

(UNAUDITED) 1995 1994 D 1993 1992 1991

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, $ 38.32 $ 33.49 $ 32.84 $ 30.94 $ 28.06 $ 24.58
beginning of period

Income from
Investment
Operations

Net investment .46 .85 .81 .81 .82 .76
income

Net realized and 4.95 4.77 .81 1.89 2.94 3.49
unrealized gain
(loss)

Total from investment 5.41 5.62 1.62 2.70 3.76 4.25
operations

Less Distributions (.46) (.80) (.80) (.81) (.83) (.85)
From net investment
income

From net realized gain (.13) - (.17) - (.07) -

In excess of net - - (.01) - - -
realized gain

Total distributions (.59) (.80) (.98) (.81) (.90) (.85)

Redemption fees .01 .01 .01 .01 .02 .08
added to paid in
capital

Net asset value, end $ 43.15 $ 38.32 $ 33.49 $ 32.84 $ 30.94 $ 28.06
of period

TOTAL RETURN B, C 14.25% 17.08% 4.95% 8.85% 13.74% 18.04%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 580 $ 391 $ 283 $ 305 $ 230 $ 112
period (in millions)

Ratio of expenses to .45% .45% .45% .45% .45% .45%
average net assets A

Ratio of expenses to .45% .45% .45% .44% .35% .28%
average net assets A
after expense
reductions

Ratio of net investment 2.27% 2.49% 2.38% 2.54% 2.84% 3.52%
income to average A
net assets

Portfolio turnover rate 1% 2% 3% 0% 1% 1%
A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C TOTAL RETURNS DO NOT INCLUDE THE INDEX ACCOUNT FEE. THE TOTAL RETURNS
WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE
PERIODS SHOWN.
D EFFECTIVE NOVEMBER 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1995 (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 of their purchase date 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 and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Net realized gains and losses on foreign currency transactions represent
net gains and losses from sales and maturities of forward currency
contracts, disposition of foreign currencies, currency gains and losses
realized between the trade and settlement dates on securities transactions,
and the difference between the amount of net investment income accrued and
the U.S. dollar amount actually received. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
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 substantially 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. Investment income
is recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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.
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, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, futures and options transactions, foreign currency transactions,
non-taxable dividends and losses deferred due to futures and options. 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.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
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.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. Losses may arise
from changes in the value of the foreign currency or if the counterparties
do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset; otherwise, gain (loss) is recognized on
settlement date.
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements that
mature in 60 days or less from the date of purchase, and are collateralized
by U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
FUTURES CONTRACTS AND OPTIONS. The fund may use futures and options
contracts to manage its exposure to the stock and bond markets and to
fluctuations in interest rates and currency values. Buying futures, writing
puts, and buying calls tend to increase the fund's exposure to the
underlying instrument. Selling futures, buying puts, and writing calls tend
to decrease the fund's exposure to the underlying instrument, or hedge
other fund investments. Futures contracts involve, to varying degrees, risk
of loss in excess of the futures variation margin reflected in the
Statement of Assets and Liabilities. The underlying face amount at value is
shown in the schedule of investments under the caption "Futures Contracts."
This amount reflects each contract's exposure to the underlying instrument
at period end. Losses may arise from changes in the value of the underlying
instruments, if there is an illiquid secondary market for the contracts, or
if the counterparties do not perform under the contracts' terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options 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 $124,180,605 and $2,314,120, respectively of which U.S.
government and government agency obligations aggregated $0 and $500,000,
respectively.
The market value of futures contracts opened and closed during the period
amounted to $175,076,840 and $164,220,755, 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 annual rate of
.45% of the fund's average net assets.
FMR also bears the cost of providing shareholder services to each fund. To
offset the cost of providing shareholder services, FMR or its affiliates
collect certain account fees from the fund's shareholders. For the period,
fees collected from shareholders amounted to $88,187.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $68 for the period.
DISTRIBUTIONS

The Board of Trustees of Fidelity Market Index voted to pay on December 11,
1995, to shareholders of record at the opening of business on December 8,
1995, a distribution of $.24 derived from capital gains realized from sales
of portfolio securities and a dividend of $.30 from net investment income.
TO CALL FIDELITY

If more than one address is listed, 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.
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
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
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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 *
Marvin L. Mann *
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(registered trademark) 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 1-800-544-0118for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)FIDELITY

LARGE CAP STOCK
FUND
SEMIANNUAL REPORT
OCTOBER 31, 1995
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 5 The manager's review of fund
performance, strategy and outlook.

INVESTMENT SUMMARY 8 A summary of the fund's
investments.

INVESTMENTS 9 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 17 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 21 Notes 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.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
Although the markets have been fairly positive this year, no one can
predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
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 change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. A fund's total
return 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 securities that have grown in value).
AVERAGE ANNUAL TOTAL RETURNS will appear once the fund is a year old, and
the growth of a hypothetical $10,000 INVESTMENT in the fund will appear in
the fund's next report six months from now.

CUMULATIVE TOTAL RETURN
PERIOD ENDED OCTOBER 31, 1995 LIFE OF
FUND
Large Cap Stock 5.90%
S&P 500(registered trademark) 7.78%
Average Growth Fund 5.83%
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, since the fund started on June 22, 1995.
For example, if you invested $1,000 in a fund that had a 5% return over the
past year, the value of your investment would be $1,050. You can compare
the fund's returns to the performance of the Standard & Poor's Composite
Index of 500 Stocks - a common proxy of the U.S. stock market. To measure
how the fund's performance stacked up against its peers, you can compare it
to the performance of the average growth fund, which reflects the
performance of 623 growth funds with similar objectives tracked by Lipper
Analytical Services over the period. Both benchmarks include reinvested
dividends and capital gains, if any.

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 John McDowell, Portfolio Manager of Fidelity Large Cap
Stock Fund
Q. HOW DID THE FUND PERFORM, JOHN?
A. This fund was introduced on June 22, 1995. Fidelity generally looks at
performance for six- or 12- month periods. For this report, we will look at
performance since inception. For the period ended October 31, 1995, the
fund returned 5.90%, while its benchmark index, the Standard & Poor's
Composite Index of 500 Stocks, returned 7.78%. According to Lipper
Analytical Services, from June 22, 1995, to October 31, 1995, the average
growth fund returned 5.83%.
Q. TECHNOLOGY, FINANCIAL SERVICES AND HEALTH CARE STOCKS HAVE LED THE
MARKET THIS YEAR. HAS THE FUND BEEN ABLE TO TAKE ADVANTAGE OF THE RUN-UP IN
THESE KINDS OF STOCKS?
A. Absolutely. Financial stocks such as American Express and Allstate have
been strong performers. Health care stocks from industries such as
pharmaceuticals, medical equipment and managed care have performed well.
Some of the health care stocks that have benefited the fund include Abbott
Labs, Pfizer and Medtronic. The torrid pace of the technology sector slowed
somewhat in the third quarter due to some earnings disappointments.
Nevertheless, I liked software companies like Microsoft; networking
companies like Cisco Systems and 3Com Corp.; semiconductor companies like
Intel and Micron Technology and computer companies such as Compaq Computer
Corp. and Hewlett-Packard.
Q. WHAT AREAS HELD THE FUND BACK?
A. Although cyclicals and retail stocks were not some of the fund's top
market sectors, their underperformance hurt the fund somewhat. As the
economy slowed this year, cyclical stocks, which generally trade well in
the first stages of an economic expansion, underperformed. Some of these
cyclicals include heavy-equipment maker Caterpillar, waste management
company Browning-Ferris and electrical connector maker AMP. Additionally,
retail stocks are better performers when people are spending money -
because most often this means a high-growth environment. Because I buy and
sell stocks on a case-by-case basis, I'm sticking with many of these stocks
because I believe that, over time, they may show strong earnings growth.
Q. WHAT OTHER AREAS OF THE TECHNOLOGY SECTOR WILL BE IMPORTANT IN THE
FUTURE?
A. I see improving earnings momentum in software companies such as
Microsoft and Symantec. Strong sales of Windows 95 may help Microsoft, and
Symantec - which makes Norton Utilities - may also benefit as a maker of
Windows 95-compatible products. I'm also optimistic about companies that
are taking advantage of corporate America's growing need to outsource
technology-related functions such as payroll processing and employee
benefits administration. There's been a huge capital spending boom on
computer hardware and now a lot of companies are saying "Wait a second. We
don't know how to manage this stuff. Let's hire an expert to help us." Some
of these companies include Automatic Data Processing Inc., First Data Corp,
Computer Sciences Corp. and General Motors subsidiary Electronic Data
Systems.
Q. WHY HAVE YOU TARGETED REGIONAL BELL COMPANIES RECENTLY?
A. I've targeted these companies because their earnings growth rate has
accelerated due to rapid expansion of their cellular phone businesses as
well as value-added services such as voice mail, caller ID and call
waiting. A company's earnings growth rate represents its rate of increase
in after-tax profits during a certain period. Regional Bell companies also
are operating in a more favorable regulatory environment with less
rate-of-return regulation and more price-cap agreements - or the maximum
amount they can charge customers. In essence, a favorable regulatory
environment allows these companies to keep gains reaped from increased
business efficiency. In addition, although the telecommunications
legislation currently before Congress would allow long-distance companies
like AT&T to enter regional markets, regional
companies will be able to compete in the long distance market, which, in my
opinion, they can adapt to quickly.
Q. WHAT IS THE FUND'S FOREIGN EXPOSURE?
A. I've only invested 3.7% of the fund's assets in American Depository
Receipts or ADRs. ADRs are shares of non-U.S. companies traded on American
stock exchanges. Like the rest of the portfolio, these companies are
selected for their potential earnings growth and attractive valuation.
What's important is that the fund owns many "global companies." In order to
stay competitive, many large U.S. corporations such as Gillette, PepsiCo
and Philip Morris, had to expand overseas. In fact, if you compared the
growth of their internal divisions, the majority of their international
divisions are growing faster than their U.S. ones. Of course, international
markets may be more volatile than domestic markets.
Q. WHAT'S YOUR STRATEGY?
A. I plan to use a stock-by-stock, bottom-up approach to every domestic or
foreign company I look at. I spend little time analyzing the latest
economic pronouncements; I spend the majority of my time looking for stocks
with good earnings potential at the best value.
Q. SO WHAT'S YOUR OUTLOOK, JOHN?
A. While the budget situation in Washington is a big question mark right
now, I believe the general investment
environment is pretty favorable. When it comes to inflation, the classic
warning flag is an upward pressure on wages. To date, the data is not there
to indicate a general rise in wages. While many will argue that stocks are
becoming too expensive, I believe that if corporate earnings growth
continues to be positive, the stock market could benefit.

FUND FACTS
GOAL: to seek long-term
capital appreciation by
investing in companies with
market capitalizations
greater than $1 billion at the
time of investment
START DATE: June 22, 1995
SIZE: As of October 31, 1995,
more than $59 million
MANAGER: John McDowell,
since June 22, 1995; manager,
Fidelity Earnings Growth
accounts; joined Fidelity in
1985
(checkmark)
JOHN MCDOWELL ON HIS
INVESTMENT STYLE:
"I boil it down to a three-step
process. First, I try to identify
companies that I believe can
produce a future earnings
growth rate that is above
average. Generally, that
means stocks with anticipated
earnings above the 8%
projected earnings growth rate
of the fund's benchmark index,
the S&P 500. Next, I take
those stocks and, based on
input from Fidelity's research
staff, try to determine which
ones have relative short-term
earnings momentum. Finally, I
try to put into numerical terms
how much I would have to pay
for a stock's anticipated
earnings growth. Ideally, one
would want to end up with a
group of stocks that are
cheap versus their potential
growth rates.
"The fund is going to own a lot
of household names like GE
or Johnson & Johnson. These
companies are in the portfolio
because I believe they are
capable of producing
above-average growth in
earnings per share."
DISTRIBUTIONS
The Board of Trustees of Fidelity
Large Cap Stock voted to pay
on December 11, 1995, to
shareholders of record at the
opening of business on
December 8, 1995, a
distribution of $.xx derived from
capital gains realized from
sales of portfolio securities and
a dividend of $.xx from net
investment income.

INVESTMENT SUMMARY

TOP TEN STOCKS AS OF OCTOBER 31, 1995
% OF FUND'S INVESTMENTS

Philip Morris Companies, Inc. 3.0

General Electric Co. 2.7

AT&T Corp. 2.3

International Business Machines Corp. 2.1

Federal National Mortgage Association 1.9

SBC Communications, Inc. 1.8

Ameritech Corp. 1.8

Microsoft Corp. 1.8

Columbia/HCA Healthcare Corp. 1.7

Intel Corp. 1.7

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1995
% OF FUND'S INVESTMENTS

Technology 27.2

Health 13.8

Nondurables 10.6

Finance 9.8

Utilities 9.1

ASSET ALLOCATION
AS OF OCTOBER 31, 1995 *
Row: 1, Col: 1, Value: 5.2
Row: 1, Col: 2, Value: 44.8
Row: 1, Col: 3, Value: 50.0
Stocks 94.8%
Short-term investments
5.2%
FOREIGN INVESTMENTS 3.7%
*
INVESTMENTS OCTOBER 31, 1995 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 94.8%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 0.6%
Lockheed Martin Corp. 5,180 $ 352,877
BASIC INDUSTRIES - 1.8%
CHEMICALS & PLASTICS - 0.9%
Great Lakes Chemical Corp. 4,700 315,488
Nalco Chemical Co. 6,990 209,700
525,188
PACKAGING & CONTAINERS - 0.5%
Owens-Illinois, Inc. (a) 23,970 302,621
PAPER & FOREST PRODUCTS - 0.4%
Scott Paper Co. 4,340 231,105
TOTAL BASIC INDUSTRIES 1,058,914
CONGLOMERATES - 0.9%
Tyco International Ltd. 8,480 515,160
CONSTRUCTION & REAL ESTATE - 0.9%
BUILDING MATERIALS - 0.4%
Sherwin-Williams Co. 6,400 240,800
ENGINEERING - 0.5%
Fluor Corp. 5,400 305,100
TOTAL CONSTRUCTION & REAL ESTATE 545,900
DURABLES - 1.7%
AUTOS, TIRES, & ACCESSORIES - 1.0%
Chrysler Corp. 11,610 599,366
HOME FURNISHINGS - 0.1%
Heilig-Meyers Co. 3,200 58,800
TEXTILES & APPAREL - 0.6%
Nine West Group, Inc. (a) 7,740 344,430
TOTAL DURABLES 1,002,596
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
ENERGY - 4.2%
ENERGY SERVICES - 0.5%
Schlumberger Ltd. 5,140 $ 319,965
OIL & GAS - 3.7%
Amerada Hess Corp. 3,430 154,779
Amoco Corp. 4,400 281,050
Atlantic Richfield Co. 2,920 311,710
British Petroleum PLC ADR 7,100 626,575
Exxon Corp. 2,100 160,388
Phillips Petroleum Co. 10,010 322,823
Unocal Corp. 11,720 307,650
2,164,975
TOTAL ENERGY 2,484,940
FINANCE - 9.8%
BANKS - 1.8%
Banc One Corp. 9,240 311,850
Bank of New York Co., Inc. 11,890 499,380
NationsBank Corp. 4,200 276,150
1,087,380
CREDIT & OTHER FINANCE - 1.6%
American Express Co. 23,390 950,219
FEDERAL SPONSORED CREDIT - 3.1%
Federal Home Loan Mortgage Corporation 5,900 408,575
Federal National Mortgage Association 10,400 1,090,700
Student Loan Marketing Association 5,700 335,588
1,834,863
INSURANCE - 2.6%
Allstate Corp. 19,271 708,209
American International Group, Inc. 5,600 472,500
General Re Corp. 2,320 336,110
1,516,819
SECURITIES INDUSTRY - 0.7%
Merrill Lynch & Co., Inc. 7,000 388,500
TOTAL FINANCE 5,777,781
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HEALTH - 13.8%
DRUGS & PHARMACEUTICALS - 5.6%
American Home Products Corp. 7,860 $ 696,593
Amgen, Inc. (a) 6,960 334,080
Bristol-Myers Squibb Co. 3,200 244,000
Merck & Co., Inc. 16,570 952,775
Pfizer, Inc. 9,250 530,719
Schering-Plough Corp. 10,290 551,801
3,309,968
MEDICAL EQUIPMENT & SUPPLIES - 5.2%
Abbott Laboratories 4,540 180,465
Baxter International, Inc. 17,180 663,578
Becton, Dickinson & Co. 5,120 332,800
Cardinal Health, Inc. 4,000 205,500
Johnson & Johnson 10,200 831,300
Medtronic, Inc. 5,100 294,525
Millipore Corp. 8,460 299,273
St. Jude Medical, Inc. (a) 4,180 222,585
3,030,026
MEDICAL FACILITIES MANAGEMENT - 3.0%
Columbia/HCA Healthcare Corp. 20,550 1,009,519
Health Management Associates, Inc. Class A (a) 10,620 228,330
Health Care & Retirement Corp. 4,800 141,000
United HealthCare Corp. 6,970 370,281
1,749,130
TOTAL HEALTH 8,089,124
INDUSTRIAL MACHINERY & EQUIPMENT - 5.2%
ELECTRICAL EQUIPMENT - 3.3%
Emerson Electric Co. 4,200 299,250
General Electric Co. 25,490 1,612,243
1,911,493
INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%
Caterpillar, Inc. 9,670 542,729
POLLUTION CONTROL - 1.0%
Browning-Ferris Industries, Inc. 20,220 588,908
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 3,043,130
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEDIA & LEISURE - 4.1%
BROADCASTING - 0.7%
Capital Cities/ABC, Inc. 930 $ 110,321
Viacom, Inc. Class B (non-vtg.) 6,100 305,000
415,321
ENTERTAINMENT - 0.3%
Disney (Walt) Co. 3,150 181,519
LEISURE DURABLES & TOYS - 0.6%
Mattel, Inc. 11,610 333,788
LODGING & GAMING - 1.5%
HFS, Inc. 5,790 354,638
Harrah's Entertainment, Inc. 3,000 74,250
Marriott International, Inc. 9,040 333,350
Mirage Resorts, Inc. 3,100 101,525
863,763
PUBLISHING - 0.1%
News Corp. Ltd. ADR 3,950 78,506
RESTAURANTS - 0.9%
McDonald's Corp. 13,150 539,150
TOTAL MEDIA & LEISURE 2,412,047
NONDURABLES - 10.6%
AGRICULTURE - 0.5%
Pioneer Hi-Bred International, Inc. 6,100 302,713
BEVERAGES - 1.8%
Coca-Cola Company (The) 5,230 375,906
PepsiCo, Inc. 13,170 694,718
1,070,624
FOODS - 3.0%
CPC International, Inc. 4,300 285,413
General Mills, Inc. 1,600 91,800
Kellogg Co. 6,890 497,803
Ralston Purina Co. 5,970 354,469
Sysco Corp. 7,500 227,813
Tyson Foods, Inc. 12,430 296,766
1,754,064
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 2.2%
Avon Products, Inc. 3,500 $ 248,938
Gillette Co. 7,000 338,625
Procter & Gamble Co. 8,690 703,890
1,291,453
TOBACCO - 3.1%
Philip Morris Companies, Inc. 20,980 1,772,810
RJR Nabisco Holdings Corp. 1,396 42,927
1,815,737
TOTAL NONDURABLES 6,234,591
RETAIL & WHOLESALE - 3.5%
APPAREL STORES - 0.4%
Gymboree Corp. (a) 10,790 244,124
GENERAL MERCHANDISE STORES - 2.4%
May Department Stores Co. (The) 7,370 289,273
Sears, Roebuck & Co. 17,980 611,320
Wal-Mart Stores, Inc. 23,830 515,324
1,415,917
RETAIL & WHOLESALE, MISCELLANEOUS - 0.7%
Barnes & Noble, Inc. (a) 670 24,455
Lowe's Companies, Inc. 14,110 380,970
405,425
TOTAL RETAIL & WHOLESALE 2,065,466
SERVICES - 1.2%
ADVERTISING - 0.4%
Omnicom Group, Inc. 3,600 229,950
SERVICES - 0.8%
Block (H&R), Inc. 2,800 115,500
Service Corp. International 8,680 348,285
463,785
TOTAL SERVICES 693,735
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - 27.2%
COMMUNICATIONS EQUIPMENT - 4.1%
Cisco Systems, Inc. (a) 11,730 $ 909,075
DSC Communications Corp. (a) 4,830 178,710
Ericsson (L.M.) Telephone Co. Class B ADR (a) 14,690 313,769
Nokia Corp. AB sponsored ADR 9,020 502,865
Octel Communications Corp. 5,000 170,625
3Com Corp. (a) 6,480 304,560
2,379,604
COMPUTER SERVICES & SOFTWARE - 10.6%
America Online, Inc. 4,100 328,000
Automatic Data Processing, Inc. 11,980 856,570
Broderbund Software, Inc. (a) 6,990 484,931
CUC International, Inc. (a) 9,805 339,498
Ceridian Corp. (a) 7,450 324,075
Computer Sciences Corp. (a) 5,760 385,200
DST Systems, Inc. 200 4,200
Equifax, Inc. 4,900 191,100
First Data Corp. 2,537 167,759
General Motors Corp. Class E 12,640 595,660
HBO & Co. 3,000 212,250
Microsoft Corp. (a) 10,520 1,052,000
Oracle Systems Corp. (a) 10,000 436,250
Stratacom, Inc. (a) 6,090 374,535
Symantec Corp. (a) 18,970 461,208
6,213,236
COMPUTERS & OFFICE EQUIPMENT - 6.6%
Adaptec, Inc. (a) 8,620 383,590
Bay Networks, Inc. (a) 5,930 392,863
Compaq Computer Corp. (a) 9,020 502,865
Hewlett-Packard Co. 3,860 357,533
International Business Machines Corp. 12,820 1,246,745
Pitney Bowes, Inc. 12,110 528,299
Xerox Corp. 3,780 490,455
3,902,350
ELECTRONIC INSTRUMENTS - 0.4%
Applied Materials, Inc. 4,500 225,563
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
ELECTRONICS - 5.0%
AMP, Inc. 12,180 $ 478,065
Intel Corp. 14,390 1,005,501
Kemet Corp. (a) 2,000 69,000
Linear Technology Corp. 7,840 343,000
Micron Technology, Inc. 2,570 181,506
Motorola, Inc. 3,240 212,625
National Semiconductor Corp. (a) 12,180 296,888
Texas Instruments, Inc. 4,420 301,665
Xilinx, Inc. 900 41,400
2,929,650
PHOTOGRAPHIC EQUIPMENT - 0.5%
Eastman Kodak Co. 4,770 298,721
TOTAL TECHNOLOGY 15,949,124
TRANSPORTATION - 0.2%
RAILROADS - 0.2%
CSX Corp. 1,058 88,608
UTILITIES - 9.1%
CELLULAR - 1.6%
AirTouch Communications, Inc. 9,800 279,300
Vodafone Group PLC sponsored ADR 15,680 640,920
920,220
TELEPHONE SERVICES - 7.5%
AT&T Corp. 21,240 1,359,360
Ameritech Corp. 19,750 1,066,500
Bell Atlantic Corp. 400 25,450
Frontier Corp. 13,290 358,830
NYNEX Corp. 11,700 549,900
SBC Communications, Inc. 19,280 1,077,270
4,437,310
TOTAL UTILITIES 5,357,530
TOTAL COMMON STOCKS
(Cost $54,068,084) 55,671,523
REPURCHASE AGREEMENTS - 5.2%
MATURITY VALUE
AMOUNT (NOTE 1)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.88%, dated
10/31/95 due 11/1/95 $ 3,080,503 $ 3,080,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $57,148,084) $ 58,751,523
LEGEND
1. Non-income producing
INCOME TAX INFORMATION
At October 31, 1995, the aggregate cost of investment securities for income
tax purposes was $57,148,084. Net unrealized appreciation aggregated
$1,603,439, of which $3,074,803, related to appreciated investment
securities and $1,471,364 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS OCTOBER 31, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 58,751,523
agreements of $3,080,000) (cost $57,148,084) -
See accompanying schedule

Cash 88

Receivable for investments sold 2,880,490

Receivable for fund shares sold 1,072,316

Dividends receivable 60,798

TOTAL ASSETS 62,765,215

LIABILITIES

Payable for investments purchased $ 2,363,320

Payable for fund shares redeemed 881,179

Accrued management fee 27,190

Other payables and accrued expenses 51,671

TOTAL LIABILITIES 3,323,360

NET ASSETS $ 59,441,855

Net Assets consist of:

Paid in capital $ 58,081,063

Undistributed net investment income 13,339

Accumulated undistributed net realized gain (loss) (255,986)
on investments

Net unrealized appreciation (depreciation) on 1,603,439
investments

NET ASSETS, for 5,610,582 shares outstanding $ 59,441,855

NET ASSET VALUE, offering price and redemption price per $10.59
share ($59,441,855 (divided by) 5,610,582 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
JUNE 22, 1995 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1995 (UNAUDITED)

INVESTMENT INCOME $ 163,956
Dividends

Interest 66,449

TOTAL INCOME 230,405

EXPENSES

Management fee $ 68,605

Transfer agent fees 36,794

Accounting fees and expenses 16,089

Non-interested trustees' compensation 16

Custodian fees and expenses 23,825

Registration fees 63,265

Audit 8,402

Miscellaneous 95

Total expenses before reductions 217,091

Expense reductions (25) 217,066

NET INVESTMENT INCOME 13,339

REALIZED AND UNREALIZED GAIN (LOSS) (255,986)
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) on 1,603,439
investment securities

NET GAIN (LOSS) 1,347,453

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 1,360,792
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C>
JUNE 22, 1995
(COMMENCEMENT
OF
OPERATIONS) TO
OCTOBER 31, 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 13,339
Net investment income

Net realized gain (loss) (255,986)

Change in net unrealized appreciation (depreciation) 1,603,439

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 1,360,792
FROM OPERATIONS

Share transactions 71,817,845
Net proceeds from sales of shares

Cost of shares redeemed (13,736,782)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SHARE 58,081,063
TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 59,441,855

NET ASSETS

Beginning of period -

End of period (including undistributed net investment income of $13,339) $ 59,441,855

OTHER INFORMATION
Shares

Sold 6,929,475

Redeemed (1,318,893)

Net increase (decrease) 5,610,582

</TABLE>

FINANCIAL HIGHLIGHTS
JUNE 22, 1995
(COMMENCEMEN
T OF OPERATIONS)
TO OCTOBER 31,
1995

(UNAUDITED)

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 10.00

Income from Investment Operations

Net realized and unrealized gain (loss) .59

Net asset value, end of period $ 10.59

TOTAL RETURN B 5.90%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 59,442

Ratio of expenses to average net assets 1.91% A

Ratio of net investment income to average net assets .12% A

Portfolio turnover rate 90% A

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1995 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Large Cap Stock 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 of their purchase date 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 and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Net realized gains and losses on foreign currency transactions represent
net gains and losses from sales and maturities of forward currency
contracts, disposition of foreign currencies, currency gains and losses
realized between the trade and settlement dates on securities transactions,
and the difference between the amount of net investment income accrued and
the U.S. dollar amount actually received. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. The fund intends to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code. By so qualifying, the fund
will not be subject to income taxes to the extent that it distributes
substantially 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. Investment income
is recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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.
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 may result in distribution reclassifications.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments may
include temporary book and tax basis differences which will reverse in a
subsequent period. Any taxable income or gain remaining at fiscal year end
is distributed in the following year.
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.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. Losses may arise
from changes in the value of the foreign currency or if the counterparties
do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset; otherwise, gain (loss) is recognized on
settlement date.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that mature in
60 days or less from the date of purchase, and are collateralized by U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS -
CONTINUED
securities are marked-to-market daily and maintained at a value at least
equal to the repurchase price. FMR, the fund's investment adviser, is
responsible for determining that the value of the underlying securities
remains in accordance with the market value requirements stated above.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $62,634,759 and $8,310,689, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2700% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The annual individual fund fee rate is .30%. The
basic fee is subject to a performance adjustment (up to a maximum of
(plus/minus) .20%) based on the fund's investment performance as compared
to the appropriate index over a specified period of time. The fund's
performance adjustment will not take effect until June, 1996. For the
period, the management fee was equivalent to an annualized rate of .61% of
average net assets.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives account fees and asset-based fees that vary according to
account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $16,662 for the period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$25 under this arrangement.

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
Fidelity Management & Research
(U.K.) Inc., London, England
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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*
Marvin L. Mann*
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
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export Fund
Fidelity Fifty Fund
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value 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)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)FIDELITY

SMALL CAP STOCK
FUND
SEMIANNUAL REPORT
OCTOBER 31, 1995
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

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 past six
months.

INVESTMENTS 10 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 21 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 25 Notes 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.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
Although the markets have been fairly positive this year, no one can
predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
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 change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. A fund's total
return 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 securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1995 PAST 6 PAST 1 LIFE OF
MONTHS YEAR FUND

Small Cap Stock 23.16% 25.47% 35.52%

Small Cap Stock (incl. 3% sales charge) 19.47% 21.70% 31.45%

Russell 2000 12.31% 18.33% 33.73%

Average Small Company Growth 16.39% 22.72% 35.62%
Fund

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
started on June 28, 1993. For example, if you invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment would
be $1,050. You can compare the fund's returns to the performance of the
Russell 2000 Index - a broad measure of small company stocks. To measure
how the fund's performance stacked up against its peers, you can compare it
to the average small company growth fund, which reflects the performance of
331 small company growth funds with similar objectives tracked by Lipper
Analytical Services over the past six months. 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, 1995 PAST 1 LIFE OF
YEAR FUND

Small Cap Stock 25.47% 13.84%

Small Cap Stock (incl. 3% sales charge) 21.70% 12.37%

Russell 2000 18.33% 13.19%

Average Small Company Growth 22.72% n/a
Fund

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
Fidelity Small CaRussell 2000 Index
06/28/93 9700.00 10000.00
06/30/93 9700.00 10166.14
07/31/93 9767.90 10306.50
08/31/93 10126.80 10751.75
09/30/93 10340.20 11055.17
10/31/93 10417.80 11339.71
11/30/93 10126.80 10966.49
12/31/93 10555.20 11341.44
01/31/94 10818.60 11697.03
02/28/94 10906.39 11654.72
03/31/94 10184.50 11039.38
04/30/94 10350.34 11105.00
05/31/94 10077.19 10980.30
06/30/94 9579.68 10607.45
07/31/94 9657.72 10781.73
08/31/94 10340.59 11382.51
09/30/94 10282.06 11344.40
10/31/94 10477.16 11299.63
11/30/94 9979.64 10843.27
12/31/94 10204.29 11134.60
01/31/95 9823.46 10994.12
02/28/95 10165.23 11451.46
03/31/95 10438.65 11648.68
04/30/95 10673.01 11907.69
05/31/95 10878.07 12112.44
06/30/95 12085.13 12740.78
07/31/95 13331.93 13474.67
08/31/95 13518.46 13753.42
09/30/95 13862.06 13999.04
10/31/95 13145.40 13372.97

$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Fidelity
Small Cap Stock Fund on June 28, 1993, when the fund started, and paid a 3%
sales charge. As the chart shows, by October 31, 1995, the value of your
investment would have grown to $13,145 - a 31.45% increase on your initial
investment. For comparison, look at how the Russell 2000 Index did over the
same period. With dividends reinvested, the same $10,000 investment would
have grown to $13,373 - a 33.73% increase.

An interview with Brad Lewis,
Portfolio Manager of Fidelity Small Cap Stock Fund
Q. BRAD, HOW DID THE FUND DO?
A. The fund performed very well. For the six and 12 months ended October
31, 1995, the fund returned 23.16% and 25.47%, respectively. According to
Lipper Analytical Services, the average small company growth fund returned
16.39% for the six-month period and 22.72% for the 12-month period.
Q. WHAT FACTORS LED THE FUND TO SUCH STRONG RETURNS IN THE PAST SIX MONTHS?
A. Small cap stocks were in favor during the past six months and the fund
benefited from strong market breadth overall. Within the small cap sector,
the fund benefited from good stock selection within a range of market
sectors such as health, technology and finance. The fund also benefited
from being invested in aggressive stocks with high earnings growth. In
particular, names such as the Money Store and US Robotics contributed to
performance. Because small cap stocks can be inefficiently priced, I've
found that when the quantitative models I use are working well, the fund
tends to outperform the market because small cap stocks are more volatile
and fluctuate more than mid cap and larger cap stocks. The models are
programmed to detect or capitalize on those inefficiencies.
Q. DID YOU MAKE ANY SIGNIFICANT CHANGES TO THE FUND'S STOCK SELECTION
METHODOLOGY DURING THE PERIOD?
A. No, the models worked very well for the fund during the past six months.
Though I'm always fine tuning, I haven't made any major adjustments since
the fund began using a new artificial intelligence algorithm in place of
the neural network in February 1995. The database now consists of more than
15,000 stock observations and the algorithms measure their cause-and-effect
relationships. I use artificial intelligence to analyze seven to 10 years
of data on a particular stock and the computer reaches some conclusions
about how it's behaved in a variety of circumstances and market conditions.
Then I reconcile this information with current data to determine expected
returns in the future.
Q. THOUGH TECHNOLOGY IS STILL A FAIRLY LARGE SECTOR HOLDING IN THE FUND, IT
DROPPED FROM 36% OF ASSETS SIX MONTHS AGO TO 22% AS OF OCTOBER 31, 1995.
WHY DID YOU REDUCE THE FUND'S TECHNOLOGY STAKE?
A. At the end of July 1995, my top-down econometric models, which I use to
help me make purchase and sales decisions, turned cautious on the fund's
investment mix. In order to revise the fund's investments to be consistent
with the models, I began cutting back on technology stocks. As a result,
the fund benefited accordingly when technology stocks suffered a setback in
September.
Q. WHAT OTHER STRATEGIC CHANGES DID YOU MAKE TO THE FUND DURING THE PERIOD?
A. While reducing the fund's investment in technology, I increased its
holdings in market sectors such as media & leisure, health and finance. The
quantitative models that I use indicated that more defensive companies with
stable earnings growth would have the best prospects going forward. As a
result, the fund is more defensively positioned since it owns stocks such
as Cooker Restaurant Corp. and Aames Financial Corp.
Q. THE FUND HAS MORE THAN 13% OF ITS ASSETS INVESTED IN S&P 500 FUTURES.
WHAT'S YOUR STRATEGY?
A. When the market looks vulnerable - as the models indicated it did
towards the end of the period - I like to have liquidity in the fund,
particularly since the fund routinely experiences substantial cash flows,
both in and out. However, with the market doing well, I still want to
participate rather than holding cash. With futures I get the best of both
worlds. Having 15% to 30% of the fund in cash or cash equivalents would
hurt returns if the markets continue to go up since overbought markets can
still go up. Therefore, I've found that futures are an effective way to get
returns that closely mirror the market while maintaining liquidity in the
fund.
Q. EFFECTIVE JANUARY 1, 1996, THE FUND'S DEFINITION OF SMALL CAP COMPANIES
WILL BE EXPANDED TO INCLUDE COMPANIES WITH UP TO $1 BILLION IN MARKET
CAPITALIZATION AT THE TIME OF PURCHASE, RATHER THAN THE PREVIOUS $750
MILLION. HOW WILL THIS CHANGE IMPACT THE FUND?
A. This change will provide the fund with a larger investment universe
while remaining within the accepted industry definition of a small cap
fund. This modification makes the fund's policies more consistent with its
competitors, especially in light of the increase in market levels since the
fund's launch in 1993.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. Well, I think it's highly unlikely that we'll see the kind of returns in
the next six months that we have in the past six months. However, I'll
continue to manage the fund with an eye toward capitalizing on trends in
the market by seeking
to own stocks with better-than-average prospects priced at attractive
valuations. Investors should know, however, that no method is foolproof and
that anything can happen in the short term.

INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Grand Casinos, Inc. 3.1 1.9

Tencor Instruments 2.9 2.0

Comair Holdings, Inc. 2.6 0.0

Watson Pharmaceuticals, Inc. 2.3 0.6

Credence Systems, Corp. 2.2 0.9

Medic Computer Systems, Inc. 2.2 0.0

Cobra Golf, Inc. 2.1 1.0

Scientific Games Holdings Corp. 2.0 0.0

Nautica Enterprises, Inc. 1.9 0.3

CIDCO, Inc. 1.7 0.5

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Technology 22.0 36.0

Media & Leisure 14.0 4.3

Industrial Machinery & Equipment 7.9 4.6

Health 7.1 6.8

Finance 7.0 3.4

ASSET ALLOCATION
AS OF OCTOBER 31, 1995* AS OF APRIL 30, 1995**
Row: 1, Col: 1, Value: 7.7
Row: 1, Col: 2, Value: 47.3
Row: 1, Col: 3, Value: 45.0
Row: 1, Col: 1, Value: 27.6
Row: 1, Col: 2, Value: 36.4
Row: 1, Col: 3, Value: 36.0
Stocks and
equity futures 92.3%
Short-term
investments 7.7%
FOREIGN
INVESTMENTS 1.6%
Stocks and
equity futures 72.4%
Short-term
investments 27.6%
FOREIGN
INVESTMENTS 0.1%
*
**
INVESTMENTS OCTOBER 31, 1995 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 78.7%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 0.1%
SHIP BUILDING & REPAIR - 0.1%
Celsius Industrier AB Class B 16,000 $ 302,898
BASIC INDUSTRIES - 2.6%
CHEMICALS & PLASTICS - 0.9%
Arcadian Corp. 2,000 41,250
Carbide/Graphite Group, Inc. (a) 500 6,594
Cytec Industries, Inc. (a) 20,800 1,138,800
Lydall, Inc. (a) 6,700 152,425
NL Industries, Inc. (a) 78,600 1,021,800
OM Group, Inc. 83,400 2,418,600
Tredegar Industries, Inc. 100 2,913
4,782,382
IRON & STEEL - 0.5%
Algoma Steel, Inc. (a) 1,800 7,698
Cleveland Cliffs, Inc. 65,000 2,429,375
2,437,073
METALS & MINING - 0.7%
Amcol International Corp. 31,200 526,500
Belden, Inc. 52,600 1,268,975
Capral Aluminum Ltd. 400,000 912,540
Wolverine Tube, Inc. (a) 35,000 1,246,875
3,954,890
PAPER & FOREST PRODUCTS - 0.5%
Chesapeake Corp. 85,200 2,609,250
TOTAL BASIC INDUSTRIES 13,783,595
CONSTRUCTION & REAL ESTATE - 1.3%
BUILDING MATERIALS - 0.1%
Universal Forest Products, Inc. 42,000 399,000
CONSTRUCTION - 1.1%
American Buildings Co. (a) 78,000 1,969,500
Blount, Inc. Class A 14,100 611,588
Butler Manufacturing Co. 700 20,650
DR Horton, Inc. 87,600 974,550
NCI Building Systems, Inc. (a) 57,400 1,334,550
Redman Industries, Inc. (a) 2,500 65,000
Toll Brothers, Inc. (a) 38,300 684,613
5,660,451
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE - 0.1%
Hovnanian Enterprises, Inc. Class A (a) 11,700 $ 80,438
Stewart Enterprises, Inc. Class A 9,000 303,750
384,188
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Patriot American Hospitality, Inc. (a) 10,000 243,750
TOTAL CONSTRUCTION & REAL ESTATE 6,687,389
DURABLES - 4.3%
CONSUMER DURABLES - 0.1%
Libbey, Inc. 29,000 594,500
HOME FURNISHINGS - 0.3%
Falcon Products, Inc. 30,000 420,000
Interco, Inc. 137,000 1,010,375
1,430,375
TEXTILES & APPAREL - 3.9%
Kellwood Co. 41,500 778,125
Nautica Enterprises, Inc. (a) 294,900 10,100,325
Quiksilver, Inc. (a) 33,500 1,038,500
St. John Knits, Inc. 183,000 8,761,125
20,678,075
TOTAL DURABLES 22,702,950
ENERGY - 2.0%
ENERGY SERVICES - 1.2%
Energy Ventures, Inc. (a) 5,300 100,700
Input/Output, Inc. (a) 50,900 1,902,388
Varco International, Inc. (a) 25,500 232,688
Weatherford Enterra, Inc. (a) 164,800 3,975,800
6,211,576
OIL & GAS - 0.8%
Berry Petroleum Co. Class A 65,600 672,400
Caltex Australia Ltd. 350,000 1,128,508
Chieftain International, Inc. (a) 50,000 687,988
Forcenergy Gas Exploration, Inc. (a) 200,000 1,950,000
4,438,896
TOTAL ENERGY 10,650,472
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - 7.0%
BANKS - 0.8%
Banco de Galicia Y Buenos Aires SA sponsored ADR
representing Class B shares 12,500 $ 239,062
Banco Frances del Rio de la Plata SA ADR 12,500 273,438
Cullen Frost Bankers, Inc. 24,700 1,259,700
Fokus Bank AS (a) 39,800 210,971
Fokus Bank AS (a)(b) 24,000 127,219
North Fork Bancorporation, Inc. 13,200 288,750
Peoples Heritage Financial Group, Inc. 42,600 809,400
Riggs National Corp. 63,300 830,813
Sterling Bancshares, Inc. 10,000 172,500
4,211,853
CLOSED END INVESTMENT COMPANIES - 1.4%
Alliance Global Environment Fund (a) 65,000 609,375
All Seasons Global Fund, Inc. 6,900 29,325
Central European Equity Fund (a) 60,000 960,000
Emerging Germany Fund, Inc. 150,000 1,087,500
Emerging Markets Infrastructure Fund, Inc. 34,500 327,750
Global Health Sciences Fund (a) 15,000 221,250
Growth Fund of Spain, Inc. 30,000 315,000
GT Global Developing Markets Fund 150,000 1,406,250
Morgan Stanley Asia-Pacific Fund, Inc. 50,000 550,000
Southern Africa Fund, Inc. 25,200 390,600
TCW/DW Emerging Markets Opportunities Trust (SBI) 100,000 950,000
Templeton Dragon Fund, Inc. 45,000 540,000
The New Germany Fund, Inc. 20,000 245,000
7,632,050
CREDIT & OTHER FINANCE - 2.3%
Aames Financial Corp. 77,000 1,925,000
Money Store, Inc. 89,400 3,576,000
Olympic Financial Ltd. 278,900 5,089,925
Triad Guaranty, Inc. (a) 15,000 395,625
World Acceptance Corp. (a) 76,200 990,600
11,977,150
INSURANCE - 1.4%
Capital Re Corp. 1,700 48,025
CMAC Investments 58,800 2,793,000
Frontier Insurance Group, Inc. 53,000 1,517,125
Markel Corp. (a) 11,500 856,750
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
INSURANCE - CONTINUED
NY Magic, Inc. (a) 14,000 $ 224,000
Presidential Life Corp. 22,400 212,800
Prudential Reinsurance Holdings, Inc. (a) 8,000 163,000
Renaissance RE Holdings (a) 2,000 54,250
Selective Insurance Group, Inc. 10,300 383,675
State Auto Financial Corp. 11,300 248,600
Vesta Insurance Group Corp. 18,000 726,750
7,227,975
SAVINGS & LOANS - 1.1%
California Federal Bank Class A (a) 246,400 3,634,400
California Federal Bank A Federal Savings Bank
(Los Angeles) contingent litigation recovery rights (a) 24,640 107,800
Commercial Federal Corp. 66,700 2,192,763
5,934,963
SECURITIES INDUSTRY - 0.0%
Donaldson Lufkin & Jenrette, Inc. 500 14,875
TOTAL FINANCE 36,998,866
HEALTH - 7.1%
DRUGS & PHARMACEUTICALS - 3.0%
Bio-Rad Laboratories, Inc. Class A (a) 31,900 1,212,200
Depotech Corp. (a) 500 7,250
Myriad Genetics, Inc. (a) 500 13,500
North American Biologicals, Inc. (a) 127,600 1,020,800
Rexall Sundown, Inc. (a) 87,400 1,311,000
Serologicals Corp. (a) 1,500 23,625
Watson Pharmaceuticals, Inc. (a) 270,700 12,113,825
15,702,200
MEDICAL EQUIPMENT & SUPPLIES - 3.0%
Conmed Corp. (a) 114,200 3,997,000
EMPI, Inc. (a) 83,400 1,855,650
Fresenius USA, Inc. (a) 27,500 450,313
Invacare Corp. 80,700 2,037,675
Medisense, Inc. (a) 124,500 2,661,188
Orthofix International NV 10,000 97,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Research Industries Corp. (a) 23,200 $ 638,000
Respironics, Inc. (a) 24,500 532,875
Sofamor/Danek Group, Inc. (a) 144,400 3,537,800
15,808,001
MEDICAL FACILITIES MANAGEMENT - 1.1%
Advocat, Inc. (a) 31,700 340,775
American Homepatient, Inc. (a) 71,800 1,741,150
Community Health Systems, Inc. (a) 9,800 311,150
Health Management, Inc. 53,500 608,563
Renal Treatment Centers, Inc. (a) 73,100 2,631,600
Rotech Medical Corp. (a) 15,100 343,525
Sterling House Corp. 1,000 12,375
Total Renal Care Holdings, Inc. 500 10,188
5,999,326
TOTAL HEALTH 37,509,527
INDUSTRIAL MACHINERY & EQUIPMENT - 7.9%
ELECTRICAL EQUIPMENT - 0.8%
Baldor Electric Co. 53,600 1,286,400
BMC Industries, Inc. 80,000 3,090,000
4,376,400
INDUSTRIAL MACHINERY & EQUIPMENT - 5.8%
Acme-Cleveland Corp. 60,200 1,316,875
Applied Power, Inc. Class A 49,700 1,509,638
Duriron Co., Inc. 153,500 4,106,125
Flow International Corp. (a) 86,000 956,750
FSI International, Inc. (a) 344,000 8,170,000
Gasonics International Corp. (a) 95,000 3,135,000
IDEX Corp. 44,400 1,676,100
Kaman Corp. Class A 4,900 52,675
Kaydon Corp. 43,000 1,241,625
NN Ball & Roller, Inc. 28,000 581,000
Regal-Beloit Corp. 42,800 770,400
Ultratech Stepper, Inc. (a) 182,000 7,280,000
30,796,188
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - 1.3%
Advance Ross Corp. (a) 31,400 $ 863,500
Sanifill, Inc. (a) 112,800 3,553,200
TETRA Technologies, Inc. (a) 700 15,225
United Waste Systems, Inc. (a) 57,300 2,263,350
6,695,275
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 41,867,863
MEDIA & LEISURE - 14.0%
BROADCASTING - 0.2%
Century Communications Corp. Class A 98,000 833,000
Heritage Media Corp. Class A (a) 5,000 138,750
971,750
ENTERTAINMENT - 3.0%
Ameristar Casinos, Inc. (a) 15,700 102,050
Anchor Gaming (a) 27,500 605,000
Regal Cinemas, Inc. (a) 113,600 4,458,800
Scientific Games Holdings Corp. (a) 331,500 10,856,625
16,022,475
LEISURE DURABLES & TOYS - 3.6%
Authentic Fitness Corp. 66,500 1,363,250
Champion Enterprises, Inc. (a) 150,300 3,889,013
Cobra Golf, Inc. (a) 420,300 10,927,800
First Team Sports, Inc. (a) 195,800 2,692,250
West Marine, Inc. (a) 12,000 366,000
19,238,313
LODGING & GAMING - 3.3%
Casino Magic Corp. (a) 12,500 56,250
Grand Casinos, Inc. (a) 418,300 16,627,425
Harbour Centre Development Ltd. 925,000 1,022,952
17,706,627
PUBLISHING - 0.7%
Gibson Greetings, Inc. 156,400 2,170,050
Marieberg Tidnings AB Class A Free shares 11,000 262,169
Nelson Thomas, Inc. 23,500 390,688
Pulitzer Publishing Co. 13,000 588,250
3,411,157
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 3.2%
Applebee's International, Inc. 288,000 $ 8,100,000
Apple South, Inc. 239,700 4,913,850
Cooker Restaurant Corp. 33,500 326,625
Papa John's International, Inc. (a) 96,000 3,696,000
17,036,475
TOTAL MEDIA & LEISURE 74,386,797
NONDURABLES - 0.0%
HOUSEHOLD PRODUCTS - 0.0%
Aptargroup, Inc. 4,900 167,825
RETAIL & WHOLESALE - 3.5%
APPAREL STORES - 0.8%
Claire's Stores, Inc. 163,200 3,202,800
Just For Feet, Inc. (a) 5,700 134,663
Kenneth Cole Productions, Inc. Class A (a) 4,700 192,113
Mens Wearhouse, Inc. (a) 19,700 768,300
4,297,876
DRUG STORES - 0.4%
Medicine Shoppe International, Inc. 46,700 2,008,100
GENERAL MERCHANDISE STORES - 0.8%
Casey's General Stores, Inc. 177,800 4,089,400
GROCERY STORES - 0.5%
Richfood Holdings, Inc. Class A 113,200 2,830,000
RETAIL & WHOLESALE, MISCELLANEOUS - 1.0%
CDW Computer Centers, Inc. (a) 48,000 2,328,000
Eagle Hardware & Garden, Inc. (a) 38,600 294,325
Friedmans, Inc. Class A (a) 73,900 1,496,475
Global Directmail Corp. (a) 4,000 109,000
Rex Stores Corp. 63,800 1,084,600
Sodak Gaming, Inc. (a) 15,000 273,750
5,586,150
TOTAL RETAIL & WHOLESALE 18,811,526
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SERVICES - 1.1%
ADVERTISING - 0.0%
ADVO-Systems, Inc. 1,000 $ 25,500
PRINTING - 0.0%
CSS Industries, Inc. (a) 9,000 203,625
SERVICES - 1.1%
Barrett Business Services, Inc. (a) 52,600 736,400
CFI Proservices, Inc. (a) 15,000 204,375
Devry, Inc. (a) 87,000 1,935,750
Lawyers Title Corp. 51,500 843,313
Regis Corp. 17,800 404,950
Robert Half International, Inc. (a) 5,500 200,750
Rural/Metro Corp. (a) 60,000 1,440,000
5,765,538
TOTAL SERVICES 5,994,663
TECHNOLOGY - 22.0%
COMMUNICATIONS EQUIPMENT - 2.5%
Aspect Telecommunications Corp. (a) 63,600 2,186,250
Microcom, Inc. (a) 4,400 96,250
Microdyne Corp. (a) 76,800 2,131,200
Microtest, Inc. (a) 241,100 3,737,050
Network General Corp. (a) 120,200 4,988,300
13,139,050
COMPUTER SERVICES & SOFTWARE - 4.4%
American Management Systems, Inc. (a) 206,200 5,954,025
Bisys Group, Inc. (The) (a) 76,000 2,128,000
Cooper & Cheyan Technology 500 7,063
Dendrite International Corp. (a) 300 5,213
DST Systems, Inc. 3,000 63,000
Fair Issac & Company, Inc. 69,000 1,863,000
Legato Systems, Inc. (a) 200 7,300
Medic Computer Systems, Inc. (a) 217,500 11,581,875
On Technology Corp. (a) 300 3,600
Seer Technologies, Inc. (a) 500 7,500
Simware, Inc. (a) 2,400 22,500
Smith Micro Software, Inc. (a) 300 3,675
Softkey International, Inc. (a) 24,900 784,350
SPSS, Inc. (a) 58,800 992,250
Spyglass, Inc. (a) 500 24,875
23,448,226
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 1.6%
Discreet Logic, Inc. (a) 500 $ 28,500
Read-Rite Corp. (a) 237,000 8,265,375
8,293,875
ELECTRONIC INSTRUMENTS - 4.1%
Cognex Corp. (a) 11,000 657,250
Credence Systems Corp. (a) 317,000 11,847,875
Electro Scientific Industries, Inc. (a) 122,000 3,782,000
Novellus System, Inc. (a) 81,500 5,613,313
Plasma & Materials Technologies, Inc. (a) 400 4,600
21,905,038
ELECTRONICS - 9.4%
Alliance Semiconductor Corp. (a) 138,150 4,248,113
Altron Inc. (a) 73,700 2,118,875
AVX Corp. 2,000 62,250
CIDCO, Inc. (a) 301,100 8,920,088
Dallas Semiconductor Corp. 30,500 648,125
Electroglas, Inc. (a) 82,000 5,760,500
Kent Electronics Corp. 1,000 48,750
Paradigm Technology, Inc. (a) 200 4,400
Photronics, Inc. (a) 187,700 5,537,150
Recoton Corp. (a) 23,100 513,975
S-3, Inc. (a) 184,600 3,161,275
Sierra Semiconductor Corp. (a) 204,000 3,646,500
Speedfam International, Inc. (a) 3,000 49,125
Tegal Corp. (a) 2,000 25,500
Telcom Semiconductor, Inc. (a) 600 4,725
Tencor Instruments (a) 357,200 15,225,650
49,975,001
TOTAL TECHNOLOGY 116,761,190
TRANSPORTATION - 5.3%
AIR TRANSPORTATION - 4.0%
America West Airlines, Inc. Class B (a) 271,000 3,692,375
Comair Holdings, Inc. 487,300 13,674,856
Valuejet, Inc. (a) 75,000 3,909,375
21,276,606
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TRANSPORTATION - CONTINUED
RAILROADS - 0.1%
ABC Rail Products Corp. (a) 100 $ 2,225
Westinghouse Air Brake Co. (a) 29,000 253,750
255,975
SHIPPING - 0.5%
Nu-Kote Holdings, Inc. Class A (a) 132,500 2,749,375
TRUCKING & FREIGHT - 0.7%
Air Express International Corp. 58,900 1,222,175
Fritz Companies, Inc. (a) 55,800 1,953,000
Heartland Express Inc. 25,000 678,125
3,853,300
TOTAL TRANSPORTATION 28,135,256
UTILITIES - 0.5%
CELLULAR - 0.2%
Cellular Communications Puerto Rico, Inc. (a) 47,100 1,361,484
TELEPHONE SERVICES - 0.2%
Tel-Save Holdings, Inc. (a) 500 6,938
U.S. Long Distance Corp. (a) 88,900 1,144,588
1,151,526
WATER - 0.1%
Northumbrian Water Group PLC Ord. 20,000 313,571
TOTAL UTILITIES 2,826,581
TOTAL COMMON STOCKS
(Cost $350,097,595) 417,587,398
U.S. TREASURY OBLIGATIONS - 1.0%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. Treasury Bill, yields at date of purchase
5.2534% to 5.3885%, 12/7/95 (Cost $ 5,569,997) (c) $ 5,600,000 5,571,708
REPURCHASE AGREEMENTS - 20.3%
MATURITY VALUE
AMOUNT (NOTE 1)
Investments in repurchase agreements
(U.S. Treasury obligations) in a
joint trading account at 5.88%, dated
10/31/95 due 11/1/95 ( Note 3 ) $ 107,800,605 $ 107,783,000
TOTAL INVESTMENT IN SECURITIES - 100.0%
(Cost $463,450,592) $ 530,942,106
FUTURES CONTRACTS
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
248 S&P 500 Stock Index
Futures Contracts Dec.1995 $ 72,397,400 $ (410,694)
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES --13.6%
LEGEND
1. Non-income producing
2. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $127,219 or 0.0% of net
assets.
3. A portion of the Security was pledged to cover margin requirements for
futures contracts. At the period end, the value of securities pledged
amounted to $1,710,000.
INCOME TAX INFORMATION
At October 31, 1995, the aggregate cost of investment securities for income
tax purposes was $463,450,592. Net unrealized appreciation aggregated
$67,491,514, of which $82,298,754 related to appreciated investment
securities and $14,807,240 related to depreciated investment securities.
At April 30, 1995, the fund had a capital loss carryforward of
approximately $25,259,000 all of which will expire on April 30, 2003.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS OCTOBER 31, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 530,942,106
agreements of $107,783,000) (cost $463,450,592) -
See accompanying schedule

Cash 887

Receivable for investments sold 5,666,612

Receivable for fund shares sold 6,837,076

Dividends receivable 87,685

Other receivables 160,697

TOTAL ASSETS 543,695,063

LIABILITIES

Payable for investments purchased $ 3,366,824

Payable for fund shares redeemed 4,872,090

Accrued management fee 404,707

Payable for daily variation on futures contracts 432,569

Other payables and accrued expenses 235,580

TOTAL LIABILITIES 9,311,770

NET ASSETS $ 534,383,293

Net Assets consist of:

Paid in capital $ 411,949,240

Undistributed net investment income 763,758

Accumulated undistributed net realized gain (loss) on 54,589,475
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 67,080,820
investments

NET ASSETS, for 39,906,593 shares outstanding $ 534,383,293

NET ASSET VALUE and redemption price per share $13.39
($534,383,293 (divided by) 39,906,593 shares)

Maximum offering price per share (100/97.00 of $13.39) $13.80

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED OCTOBER 31, 1995 (UNAUDITED)

INVESTMENT INCOME $ 583,977
Dividends

Interest 3,245,310

TOTAL INCOME 3,829,287

EXPENSES

Management fee

Basic fee $ 1,711,275

Performance Adjustment 67,501

Transfer agent fees 940,865

Accounting fees and expenses 148,577

Non-interested trustees' compensation 2,951

Custodian fees and expenses 22,196

Registration fees 47,420

Audit 16,387

Legal 1,949

Miscellaneous 1,947

TOTAL EXPENSES 2,961,068

NET INVESTMENT INCOME 868,219

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:

Investment securities 72,549,387

Foreign currency transactions (46)

Futures contracts 7,197,769 79,747,110

Change in net unrealized appreciation (depreciation) on:

Investment securities 8,158,826

Futures contracts (410,694) 7,748,132

NET GAIN (LOSS) 87,495,242

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 88,363,461
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED OCTOBER APRIL 30,
31, 1955 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 868,219 $ 2,588,505
Net investment income

Net realized gain (loss) 79,747,110 (8,047,912)

Change in net unrealized appreciation (depreciation) 7,748,132 21,292,238

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 88,363,461 15,832,831
FROM OPERATIONS

Distributions to shareholders from net investment income (2,013,523) (622,825)

Share transactions 585,786,137 557,255,782
Net proceeds from sales of shares

Reinvestment of distributions 1,992,199 614,684

Cost of shares redeemed (702,480,911) (672,148,923)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (114,702,575) (114,278,457)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (28,352,637) (99,068,451)

NET ASSETS

Beginning of period 562,735,930 661,804,381

End of period (including undistributed net investment $ 534,383,293 $ 562,735,930
income of $763,758 and $1,909,062, respectively)

OTHER INFORMATION
Shares

Sold 44,634,182 53,720,710

Issued in reinvestment of distributions 178,353 60,500

Redeemed (56,406,607) (64,674,336)

Net increase (decrease) (11,594,072) (10,893,126)

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEAR ENDED JUNE 28, 1993
ENDED OCTOBER APRIL 30, (COMMENCEME
31, 1995 NT OF
OPERATIONS) TO
APRIL 30,

(UNAUDITED) 1995 1994

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 10.93 $ 10.61 $ 10.00

Income from Investment Operations

Net investment income .04 .05 .02

Net realized and unrealized gain (loss) 2.48 .28 .65

Total from investment operations 2.52 .33 .67

Less Distributions (.06) (.01) -
From net investment income

In excess of net investment income - - (.02)

In excess of net realized gain - - (.04)

Total distributions (.06) (.01) (.06)

Net asset value, end of period $ 13.39 $ 10.93 $ 10.61

TOTAL RETURN B, C 23.16% 3.12% 6.70%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 534,383 $ 562,736 $ 661,804

Ratio of expenses to average net assets 1.13% .97% 1.20%
A A

Ratio of expenses to average net assets after 1.13% .90% 1.18%
expense reductions A A

Ratio of net investment income to average .33% .40% .03%
net assets A A

Portfolio turnover rate 171% 182% 210%
A A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1995 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Small Cap Stock 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 of their purchase date 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 and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Net realized gains and losses on foreign currency transactions represent
net gains and losses from sales and maturities of forward currency
contracts, disposition of foreign currencies, currency gains and losses
realized between the trade and settlement dates on securities transactions,
and the difference between the amount of net investment income accrued and
the U.S. dollar amount actually received. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
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 substantially 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. Investment income
is recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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.
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, which may result in distribution
reclassifications, are primarily due to differing treatments for futures
transactions, partnerships, non-taxable dividends and losses deferred due
to wash sales and excise tax regulations.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
REDEMPTION FEES. Effective for shares purchased after December 4, 1995,
shares held in the fund less than 90 days are subject to a redemption fee
equal to .75% of the proceeds of the redeemed shares. A portion of the fee
is accounted for as a reduction of transfer agent expenses. This portion of
the redemption fee is used to offset the transaction costs and other
expenses that short-term trading imposes on the fund and its shareholders.
The remainder of the redemption fee 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.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. Losses may arise
from changes in the value of the foreign currency or if the counterparties
do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset; otherwise, gain (loss) is recognized on
settlement date.
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that mature in
60 days or less from the date of purchase, and are collateralized by U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
FUTURES CONTRACTS AND OPTIONS. The fund may use futures and options
contracts to manage its exposure to the stock and bond markets and to
fluctuations in interest rates and currency values. Buying futures, writing
puts, and buying calls tend to increase the fund's
exposure to the underlying instrument. Selling futures, buying puts, and
writing calls tend to decrease the fund's exposure to the underlying
instrument, or hedge other fund investments. Futures contracts involve, to
varying degrees, risk of loss in excess of the futures variation margin
reflected in the Statement of Assets and Liabilities. The underlying face
amount at value is shown in the schedule of investments under the caption
"Futures Contracts." This amount reflects each contract's exposure to the
underlying instrument at period end. Losses may arise from changes in the
value of the underlying instruments, if there is an illiquid secondary
market for the contracts, or if the counterparties do not perform under the
contracts' terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options 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. JOINT TRADING ACCOUNT.
At the end of the period, the fund had 20% or more of its total investments
in repurchase agreements through a joint trading account. These repurchase
agreements were with entities whose creditworthiness has been reviewed and
found satisfactory by FMR. The maturity values of the joint trading
account investments
3. JOINT TRADING ACCOUNT -
CONTINUED
were $107,800,605 at 5.88%. The investments in repurchase agreements
through the joint trading account are summarized as follows:
SUMMARY OF JOINT TRADING
Number of dealers or banks 25
Maximum amount with one dealer or bank 15.0%
Aggregate principal amount of agreements $18,413,950,000
Aggregate maturity amount of agreements $18,416,960,000
Aggregate market value of collateral $18,835,133,000
Coupon rates of collateral 0.0% to 15.75%
Maturity dates of collateral 11/15/95 to 11/15/24
4. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $358,141,966 and $454,878,583, respectively.
The market value of futures contracts opened and closed during the period
amounted to $621,683,482 and $556,073,157, respectively.
5. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management &
Research Company (FMR) receives a monthly basic fee that is calculated on
the basis of a group fee rate plus a fixed individual fund fee rate applied
to the average net assets of the fund. The group fee rate is the weighted
average of a series of rates and is based on the monthly average net assets
of all the mutual funds advised by FMR. The rates ranged from .2700% to
.5200% for the period. In the event that these rates were lower than the
contractual rates in effect during the period, FMR voluntarily implemented
the above rates, as they resulted in the same or a lower management fee.
The annual individual fund fee rate is .35%. The basic fee is subject to a
performance adjustment (up to a maximum of (plus/minus) .20%) based on the
fund's investment performance as compared to the appropriate index over a
specified period of time. For the period, the management fee was
equivalent to an annualized rate of .68% of average net assets after the
performance adjustment.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $580,954 on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives account fees and asset-based fees that vary according to
account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
5. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $38,474 for the period.
TO CALL FIDELITY

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
Fidelity Management & Research
(U.K.) Inc., London, England
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Bradford Lewis, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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 *
Marvin L. Mann *
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
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export Fund
Fidelity Fifty Fund
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value 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)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE