FIDELITY COMMONWEALTH TRUST, N-30D, 1995-06-12

FIDELITY COMMONWEALTH TRUST
N-30D, 1995-06-12

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(2_FIDELITY_LOGOS)FIDELITY

SMALL CAP STOCK
FUND
ANNUAL REPORT
APRIL 30, 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 19 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 23 Notes to the financial statements.

REPORT OF INDEPENDENT
ACCOUNTANTS 28 The auditors' opinion.

DISTRIBUTIONS 29

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, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT
RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. 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 there have been some positive market indications so far in 1995,
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. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 LIFE OF
YEAR FUND

Small Cap Stock 3.12% 10.03%

Small Cap Stock (incl. 3% sales charge) 0.02% 6.73%

Russell 2000 7.21% 19.08%

Average Small Company Growth 9.05% n/a
Fund

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, 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 255 small
company growth funds with similar objectives tracked by Lipper Analytical
Services over the past 12 months. Both benchmarks include reinvested
dividends and capital gains, if any, and exclude the effects of sales
charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 LIFE OF
YEAR FUND

Small Cap Stock 3.12% 5.33%

Small Cap Stock (incl. 3% sales charge) 0.02% 3.60%

Russell 2000 7.21% 9.95%

Average Small Company Growth 9.05% 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 CRussell 2000 Ind
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 11638.92
04/28/95 10673.01 11907.69

$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 April 30, 1995, the value of your
investment would have grown to $10,673 - a 6.73% 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 $11,908 - a 19.08% 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

MARKET RECAP
A rally starting in January 1995 -
sparked by diminishing concerns
about future interest rate increases
and solid corporate earnings -
helped fuel strong returns in the
U.S. stock market for the 12 months
ended April 30, 1995. The Standard
& Poor's Composite Index of 500
Stocks finished the 12-month period
with a total return of 17.47% -
topping its historical average of
roughly 10%. Uncertainty over the
effects of rising interest rates had
contributed to uneven returns in the
stock market from March through
December 1994. During the first
four months of 1995, however,
evidence of a gradual slowdown in
economic growth calmed inflation
fears and soothed worries about
further interest rate increases by the
Federal Reserve Board. These
factors, along with continued strong
corporate earnings reports and a
flurry of merger and acquisition
activity, helped to propel stocks
higher. In February, the Dow Jones
Industrial Average closed above
4000 for the first time. Markets
outside the U.S., however,
continued to demonstrate the varied
returns that marked most of 1994.
Mexico's devaluation of the peso in
December negatively affected
developed and, most notably,
emerging foreign markets, as
investors brought capital back to the
U.S. The Morgan Stanley Emerging
Markets Free Index was down
4.81% for the 12 months ended
April 30. Rising interest rates also
muted stock returns in several
developed markets, as the
Morgan Stanley EAFE (Europe,
Australia, Far East) Index
returned 5.59% for the same
period.
An interview with Brad Lewis,
Portfolio Manager of Fidelity Small Cap Stock Fund
Q. HOW HAS THE FUND PERFORMED, BRAD?
A. Results have been disappointing. For the 12 months ended April 30, 1995,
Small Cap Stock returned 3.12%. That trails the average small company
growth fund tracked by Lipper Analytical Services, which had a total return
of 9.05% for the same time period.
Q. WHAT FACTORS INFLUENCED RETURNS?
A. The market forces influencing stock returns during the year were quite
challenging. The past six months were dominated by the Mexican financial
crisis, the Orange County bankruptcy and the collapse of Barings in
England. Because of this "crisis-a-week" atmosphere, the larger, more
well-known growth stocks of the Dow Jones Industrial Average outperformed
smaller U.S. stocks. Naturally, this was not particularly good news for
Small Cap Stock, since the portfolio primarily invests in more aggressive
stocks than the average Russell 2000 stock. However, the last part of the
period was much kinder to investors in growth funds. The market put its
more conservative mentality behind it and began focusing on companies with
strong business prospects - better news for smaller companies.
Q. IS THAT WHY YOU ARE EMPHASIZING GROWTH STOCKS IN THE FUND?
A. Historically, growth stocks have outperformed cyclical and value stocks
during periods such as we've experienced recently. I am emphasizing growth
stocks now because of the current phase of the business cycle in the U.S.
economy. Though production is slowing, I don't think a recession is
imminent. I believe that unless the economy is headed for a recession,
growth stocks will do well since the market rewards companies with strong
earnings. Fortunately for the fund, there are many growth stocks available
that are trading at reasonable valuations.
Q. THE FUND'S TECHNOLOGY HOLDINGS HAVE INCREASED FROM ABOUT 20% OF THE FUND
TO 36% OF THE FUND. WHY?
A. The quick answer is that a lot of growth stocks just happen to be in
technology. The fund's increased exposure is driven by the fact that our
research is pointing toward technology stocks based on their individual
business prospects. Many technology companies are currently delivering
excellent current earnings growth, have above-average prospects for growth
over the next months and are trading at very reasonable prices. By
contrast, inventories at many cyclical companies have risen in the past
three months and the valuations of utilities and most of the big consumer
non-durable stocks were driven up to the stratosphere during the recent
flight-to-safety period I mentioned earlier. Relatively speaking, the
shares of technology stocks are very attractive. However, shareholders
should be aware that technology stocks are among the most volatile in the
market. For that reason, I am currently holding more cash and short-term
investments than usual in the portfolio, which should help to offset much
of the increased volatility attributable to tech stocks.
Q. HAVE YOU MADE ANY RECENT CHANGES TO THE FUND'S STOCK SELECTION METHOD?
A. Yes. The investment process for the fund is constantly evolving. I'm
continually trying to improve my techniques to process data to more
accurately forecast the returns of individual stocks, industries and
markets in general. If we discover "a better mousetrap," we implement it.
For instance, for several years we have used an increasingly popular form
of artificial intelligence called a neural network to combine several
indicators into one forecast. Recently, however, we have written an
extensive program that uses a less well-known form of artificial
intelligence that processes data more accurately than a neural net. The
bottom line is that the fund continues to be primarily invested in smaller
stocks with higher-than-average revenue growth, better short-term business
prospects and favorable price-to-earnings ratios.
Q. WHAT OTHER CHANGES HAVE YOU MADE?
A. A major issue when investing in small cap stocks is transaction costs.
The NASDAQ has received some long-overdue criticism regarding its excessive
spreads. Until recently, I ran the fund with an eye toward minimizing
turnover. However, I've begun to realize that not selling a stock when its
fundamentals - or business prospects -begin to deteriorate will reduce
turnover, but at the expense of possibly selling the stock later at a much
lower cost. I have modified the fund's stock selection method with a lower
bid-ask spread while reducing the tolerance for decelerating earnings
growth. This should result in slightly higher turnover and lower
transactions costs per trade, but, hopefully, higher overall returns.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. I've had some success developing a unique algorithm that predicts
returns for country and industry groups. To the extent that the algorithm
delivers favorable results in rigorous testing, I will consider
overweighing industry groups and/or countries deemed attractive by the new
model. However, as shareholders know, no method is foolproof and there are
always risks involved in investing.

FUND FACTS
GOAL: Capital appreciation by
investing mainly in equity
securities of companies with
small market capitalizations,
chosen in part by using
computer-aided quantitative
analysis
START DATE: June 28, 1993
SIZE: as of April 30, 1995,
more than $562 million
MANAGER: Brad Lewis, since
1993; manager, Fidelity
Disciplined Equity, since 1988,
and Fidelity Stock Selector,
since 1990; joined Fidelity in
1985
(checkmark)

BRAD LEWIS ON THE
"JANUARY EFFECT":
"The biggest disappointment
during the past six months
was certainly the January
Effect - or, more accurately,
the lack of the January
Effect. Historically, the
market rewards investors
who own small cap stocks at
the end of December and the
beginning of January. After a
year-end sell-off, stock
prices tend to rise as
investors look for bargains.
Because of this, small stocks
tend to rise markedly in the
first few days of the year. It's
worked pretty well in the
past, but backfired in 1995
for the first time I can
remember because of the
strength of the large cap
names. As I've mentioned in
earlier reports, small cap
stocks tend to outperform
the overall market as the
economy is gathering steam.
As the economy slows, small
cap stocks don't look as
attractive."
(medium solid bullet) Short-term instruments
have increased from 18.7% of
the fund's holdings six months
ago to 27.6% on April 30,
1995.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1995
% OF FUND'S INVESTMENT % OF FUND'S INVESTMENT
S S
IN THESE STOCKS
6 MONTHS AGO

Cadence Design Systems, Inc. 3.4 1.8

Novellus System, Inc. 2.2 3.2

KLA Instruments Corp. 2.1 2.0

Tencor Instruments 2.0 -

Grand Casinos, Inc. 1.9 -

Symantec Corp. 1.8 -

U.S. Robotics Corp. 1.8 -

Filenet Corp. 1.6 1.0

Sierra Semiconductor Corp. 1.4 0.4

Homedco Group, Inc. 1.3 -

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1995

<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S INVESTMENT % OF FUND'S INVESTMENT
S S
IN THESE MARKET SECTORS
6 MONTHS AGO

Technology 36.0 20.4

Health 6.8 5.4

Industrial Machinery & Equipment 4.6 5.4

Durables 4.4 6.8

Media & Leisure 4.3 2.7

</TABLE>

ASSET ALLOCATION
AS OF APRIL 30, 1995 AS OF OCTOBER 31, 1994

Row: 1, Col: 1, Value: 50.0
Row: 1, Col: 2, Value: 22.4
Row: 1, Col: 3, Value: 27.6
Row: 1, Col: 1, Value: 50.0
Row: 1, Col: 2, Value: 31.3
Row: 1, Col: 3, Value: 18.7
Stocks 72.4%
Short-term
Investments 27.6%
Stocks 81.3%
Short-term
Investments 18.7%
INVESTMENTS APRIL 30, 1995

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 72.4%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 0.2%
DEFENSE ELECTRONICS - 0.2%
Alpha Industries, Inc. (a) 10,000 $ 131,250
Watkins-Johnson Co. 28,000 1,109,489
1,240,739
BASIC INDUSTRIES - 3.4%
CHEMICALS & PLASTICS - 3.1%
Applied Extrusion Technologies Inc. (a) 91,000 1,547,000
Arcadian Partners LP (Preference Unit) 25,000 665,625
Cytec Industries, Inc. (a) 55,000 2,000,625
First Mississippi Corp. 119,000 2,975,000
NL Industries, Inc. (a) 62,300 918,925
OM Group, Inc. 54,500 1,301,188
Sterling Chemical, Inc. (a) 537,600 6,720,000
Terra Industries, Inc. 42,000 467,250
Terra Nitrogen Co. LP 12,000 381,000
Vigoro Corp. 41,700 1,662,788
18,639,401
IRON & STEEL - 0.0%
J & L Specialty Steel, Inc. 1,700 31,450
METALS & MINING - 0.1%
Wolverine Tube, Inc. (a) 20,000 535,000
PAPER & FOREST PRODUCTS - 0.2%
Chesapeake Corp. 38,000 1,178,000
TOTAL BASIC INDUSTRIES 20,383,851
CONSTRUCTION & REAL ESTATE - 1.2%
BUILDING MATERIALS - 0.3%
Southdown, Inc. (a) 106,000 2,014,000
CONSTRUCTION - 0.9%
Blount, Inc. Class A 63,200 2,820,300
NCI Building Systems, Inc. 28,000 490,000
Redman Industries (a) 107,000 2,086,500
5,396,800
TOTAL CONSTRUCTION & REAL ESTATE 7,410,800
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
DURABLES - 4.4%
AUTOS, TIRES, & ACCESSORIES - 1.0%
Borg-Warner Automotive, Inc. 50,000 $ 1,287,500
Breed Technologies, Inc. 246,900 4,968,863
6,256,363
CONSUMER DURABLES - 0.2%
Libbey, Inc. 45,000 871,875
CONSUMER ELECTRONICS - 0.4%
Harman International Industries, Inc. 68,000 2,482,000
HOME FURNISHINGS - 0.4%
Rhodes, Inc. (a) 240,100 2,370,988
TEXTILES & APPAREL - 2.4%
Jones Apparel Group, Inc. (a) 155,300 4,076,625
Nautica Enterprises, Inc. (a) 61,000 1,677,500
St. John Knits 173,000 5,990,125
Westpoint Stevens, Inc. Class A (a) 144,000 2,610,000
14,354,250
TOTAL DURABLES 26,335,476
ENERGY - 1.3%
ENERGY SERVICES - 1.3%
Input/Output, Inc. (a) 59,000 1,998,625
Smith International, Inc. (a) 332,800 5,740,800
7,739,425
FINANCE - 3.4%
BANKS - 0.3%
Peoples Heritage Financial Group, Inc. 132,000 1,815,000
CREDIT & OTHER FINANCE - 1.1%
Foothill Group, Inc. Class A 201,300 4,378,275
Money Store, Inc. 44,000 1,028,500
Olympic Financial Ltd. (a) 75,500 915,438
United Companies Financial Corp. 1,100 41,938
World Acceptance Corp. (a) 10,000 282,500
6,646,651
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
INSURANCE - 1.8%
American Travellers Corp. (a) 61,000 $ 1,220,000
CMAC Investments 191,800 7,096,600
Gallagher (Arthur J.) & Co. 21,000 719,250
Life Partners Group, Inc. 25,000 487,500
Protective Life Corp. 9,000 408,375
Reinsurance Group of America, Inc. 26,000 646,750
Security-Connecticut Corp. 16,000 400,000
10,978,475
SAVINGS & LOANS - 0.2%
Commercial Federal Corp. (a) 42,000 1,097,250
TOTAL FINANCE 20,537,376
HEALTH - 6.8%
DRUGS & PHARMACEUTICALS - 1.7%
Bio-Rad Laboratories, Inc. Class A (a) 63,100 1,822,013
Dura Pharmaceuticals, Inc. (a) 52,000 796,250
Idexx Laboratories (a) 93,000 3,999,000
Watson Pharmaceuticals, Inc. (a) 119,700 3,725,663
10,342,926
MEDICAL EQUIPMENT & SUPPLIES - 2.7%
AMSCO International, Inc. (a) 296,000 3,737,000
Conmed Corp. (a) 113,100 2,148,900
Invacare Corp. 48,000 1,896,000
Nellcor, Inc. (a) 104,000 4,316,000
Research Industries Corp. (a) 15,000 264,375
Steris Corp. (a) 75,000 2,962,500
Sunrise Medical, Inc. (a) 28,200 853,050
16,177,825
MEDICAL FACILITIES MANAGEMENT - 2.4%
Community Health Systems, Inc. (a) 40,000 1,390,000
Health Management, Inc. (Del.) (a) 127,300 2,307,313
Healthwise America, Inc. (a) 10,000 280,000
Homedco Group, Inc. (a) 139,000 7,957,750
Physicians Health Services, Inc. Class A (a) 17,000 436,688
REN Corp.-USA (a) 46,000 736,000
Wellcare Management Group, Inc. (a) 44,000 1,210,000
14,317,751
TOTAL HEALTH 40,838,502
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - 4.6%
ELECTRICAL EQUIPMENT - 0.7%
BMC Industries, Inc. 80,000 $ 1,440,000
Baldor Electric Co. 16,000 472,000
C-COR Electronics, Inc. (a) 29,800 642,563
Littelfuse, Inc. (a) 57,000 1,930,875
4,485,438
INDUSTRIAL MACHINERY & EQUIPMENT - 3.8%
Asyst Technologies, Inc. (a) 15,000 585,000
FSI International, Inc. (a) 156,000 7,254,000
IDEX Corp. 20,100 670,838
JLG Industries, Inc. 113,800 2,276,000
Kennametal, Inc. 180,243 6,038,141
Regal-Beloit Corp. 45,000 686,250
Ultratech Stepper, Inc. 91,000 5,096,000
22,606,229
POLLUTION CONTROL - 0.1%
TETRA Technologies, Inc. (a) 43,000 575,125
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 27,666,792
MEDIA & LEISURE - 4.3%
BROADCASTING - 0.1%
United Video Satellite Group A (a) 23,000 592,250
ENTERTAINMENT - 0.7%
Players International, Inc. (a) 147,000 4,354,875
LEISURE DURABLES & TOYS - 1.3%
Champion Enterprises, Inc. (a) 29,800 894,000
Cobra Golf, Inc. (a) 288,200 6,268,350
West Marine, Inc. (a) 12,000 297,000
7,459,350
LODGING & GAMING - 1.9%
Grand Casinos, Inc. (a) 418,300 11,607,825
PUBLISHING - 0.1%
Pulitzer Publishing Co. 13,000 524,875
RESTAURANTS - 0.2%
Applebee's International, Inc. 53,400 1,174,800
TOTAL MEDIA & LEISURE 25,713,975
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - 0.6%
FOODS - 0.6%
Hudson Foods, Inc. Class A 197,150 $ 3,400,838
RETAIL & WHOLESALE - 2.3%
APPAREL STORES - 0.6%
Gymboree Corp. (a) 101,000 2,373,500
Just For Feet, Inc. (a) 3,800 108,775
Norton McNaughton, Inc. (a) 31,000 534,750
Urban Outfitters, Inc. (a) 39,000 828,750
3,845,775
DRUG STORES - 0.0%
Medicine Shoppe International, Inc. 1,900 60,800
GROCERY STORES - 0.1%
Super Rite Corp. (a) 16,000 248,000
RETAIL & WHOLESALE, MISCELLANEOUS - 1.6%
CDW Computer Centers, Inc. (a) 48,000 1,704,000
Sunglass Hut International, Inc. (a) 30,000 860,625
Waban, Inc. (a) 335,600 5,579,350
Zale Corp. (a) 110,000 1,285,625
9,429,600
TOTAL RETAIL & WHOLESALE 13,584,175
SERVICES - 2.1%
ADVERTISING - 0.1%
ADVO-Systems, Inc. 19,500 392,438
PRINTING - 0.3%
Devon Group, Inc. (a) 20,000 535,000
Wallace Computer Services, Inc. 30,000 1,001,250
1,536,250
SERVICES - 1.7%
CDI Corp. (a) 67,200 1,722,000
Comdata Holdings Corp. (a) 49,500 569,250
Corrections Corp. of America (a) 74,000 2,414,250
Devry, Inc. (a) 31,000 1,185,750
Franklin Quest Co. (a) 55,000 1,828,750
Regis Corp. (a) 18,000 307,125
Zebra Technologies Corp. Class A (a) 52,500 2,408,438
10,435,563
TOTAL SERVICES 12,364,251
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - 36.0%
COMMUNICATIONS EQUIPMENT - 4.7%
Aspect Telecommunications Corp. (a) 30,000 $ 1,252,500
Brite Voice Systems, Inc. (a) 55,000 1,003,750
Dynatech Corp. (a) 248,000 4,340,000
Microcom, Inc. (a) 190,900 2,004,450
Microdyne Corp. (a) 73,700 1,234,475
Network General Corp. (a) 169,300 4,422,963
Perceptron, Inc. (a) 38,500 721,875
Summa Four, Inc. (a) 84,800 1,971,600
Telco Systems, Inc. (a) 73,900 905,275
U.S. Robotics Corp. (a) 132,400 10,492,700
28,349,588
COMPUTER SERVICES & SOFTWARE - 11.3%
Cadence Design Systems, Inc. (a) 640,000 20,640,000
Chipcom Corp. (a) 172,900 5,662,475
Computervision Corp. (a) 343,900 1,891,450
Comshare, Inc. (a) 10,000 175,000
Continuum Co., Inc. (a) 28,900 953,700
Electronics for Imaging, Inc. (a) 131,400 5,978,700
Fair Issac & Company, Inc. 10,500 485,625
Frame Technology Corp. (a) 136,700 2,870,700
MDL Information Systems, Inc. (a) 56,900 732,588
Macromedia, Inc. (a) 57,000 1,909,500
McAfee Associates, Inc. (a) 96,000 3,168,000
Minnesota Educational Computing Corp. (a) 18,000 463,500
Netmanage, Inc. (a) 22,000 401,500
Network Peripherals, Inc. (a) 160,000 3,060,000
Optical Data Systems, Inc. (a) 18,400 745,200
Softkey International, Inc. (a) 103,900 2,545,550
Sterling Software, Inc. (a) 130,500 4,437,000
Symantec Corp. (a) 454,000 10,555,500
Wonderware Corp. (a) 19,400 642,625
67,318,613
COMPUTERS & OFFICE EQUIPMENT - 4.8%
Concord Computing Corp. (a) 30,000 900,000
Filenet Corp. (a) 280,800 9,406,800
Hutchinson Technology, Inc. (a) 56,000 1,848,000
Itron, Inc. (a) 63,000 1,590,750
Kronos, Inc. (a) 40,000 1,220,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Plannar Systems, Inc. (a) 4,800 $ 94,800
Proxima Corp. (a) 109,900 3,626,700
Read Rite Corp. (a) 237,000 5,036,250
Symbol Technologies, Inc. (a) 78,300 2,593,688
VeriFone, Inc. (a) 110,000 2,598,750
28,915,738
ELECTRONIC INSTRUMENTS - 6.6%
Cognex Corp. (a) 67,000 2,010,000
Credence Systems Corp. (a) 152,000 5,510,000
Electro Scientific Industries, Inc. (a) 104,000 2,769,000
KLA Instruments Corp. (a) 207,100 12,840,200
LTX Corp. (a) 23,500 143,938
Novellus System, Inc. (a) 218,000 13,243,500
Silicon Valley Group, Inc. (a) 100,000 2,900,000
39,416,638
ELECTRONICS - 8.6%
Alliance Semiconductor Corp. (a) 64,100 2,612,075
Altron Inc. (a) 97,500 1,462,500
Cidco, Inc. (a) 80,000 2,880,000
Dallas Semiconductor Corp. 900 18,000
Esterline Corp. (a) 59,000 995,625
Genus, Inc. (a) 147,500 1,567,188
International Rectifier Corp. (a) 83,000 2,106,125
Kent Electronics Corp. (a) 72,000 2,115,000
Microchip Technology, Inc. (a) 184,700 5,217,775
Opti, Inc. (a) 278,000 4,204,750
Photronics, Inc. (a) 67,000 1,524,250
S-3, Inc. (a) 192,300 4,446,938
Sanmina Corp. (a) 58,400 1,992,900
Sierra Semiconductor Corp. (a) 322,000 8,211,000
Tencor Instruments (a) 178,600 12,100,150
51,454,276
TOTAL TECHNOLOGY 215,454,853
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TRANSPORTATION - 1.0%
AIR TRANSPORTATION - 0.3%
ValuJet Airlines (a) 75,000 $ 2,025,000
RAILROADS - 0.0%
ABC Rail Products Corp. (a) 700 18,113
SHIPPING - 0.1%
Nu-Kote Holdings, Inc. Class A (a) 23,000 632,500
TRUCKING & FREIGHT - 0.6%
Air Express International Corp. 54,300 1,276,050
Landstar System, Inc. (a) 68,500 1,986,500
3,262,550
TOTAL TRANSPORTATION 5,938,163
UTILITIES - 0.8%
TELEPHONE SERVICES - 0.8%
LCI International, Inc. (a) 35,000 883,750
U.S. Long Distance Corp. (a) 266,100 4,124,550
5,008,300
TOTAL COMMON STOCKS
(Cost $374,284,828) 433,617,516
U.S. TREASURY OBLIGATIONS - 0.7%
PRINCIPAL
AMOUNT
U.S. Treasury Bills, yields at date of purchase
5.64% to 5.68%, 7/13/95
(Cost $4,448,340) $ 4,500,000 4,448,340
REPURCHASE AGREEMENTS - 26.9%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.93%, dated
4/28/95 due 5/1/95 $ 160,873,397 160,794,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $539,527,168) $ 598,859,856

LEGEND
(a) Non-income producing
INCOME TAX INFORMATION
At April 30, 1995, the aggregate cost of investment securities for income
tax purposes was $539,527,168. Net unrealized appreciation aggregated
$59,332,688, of which $70,513,036 related to appreciated investment
securities and $11,180,348 related to depreciated investment securities.
At April 30, 1995, the fund had a capital loss carryforward of
approximately $25,259,000 which will expire on April 30, 2003.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1995

1.ASSETS

Investment in securities, at value (including repurchase $ 598,859,856
agreements of $160,794,000) (cost $539,527,168) -
See accompanying schedule

Cash 412

Receivable for investments sold 15,747,828

Receivable for fund shares sold 6,312,898

Dividends receivable 52,658

Other receivables 101,571

2.TOTAL ASSETS 621,075,223

3.LIABILITIES

Payable for investments purchased $ 48,318,121

Payable for fund shares redeemed 9,597,371

Accrued management fee 232,080

Other payables and accrued expenses 191,721

4.TOTAL LIABILITIES 58,339,293

5.NET ASSETS $ 562,735,930

Net Assets consist of:

Paid in capital $ 526,651,815

Undistributed net investment income 1,909,062

Accumulated undistributed net realized gain (loss) on (25,157,635)
investments and foreign currency transactions

Net unrealized appreciation (depreciation) 59,332,688
on investments

6.NET ASSETS, for 51,500,665 shares outstanding $ 562,735,930

7.NET ASSET VALUE, offering price and redemption price $10.93
per share ($562,735,930 (divided by) 51,500,665 shares)

Maximum offering price per share $11.27
(100/97 of $10.93)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED APRIL 30, 1995

8.INVESTMENT INCOME $ 2,613,067
Dividends

Interest 5,759,912

9.TOTAL INCOME 8,372,979

10.EXPENSES

Management fee

Basic Fee $ 4,283,760

Performance adjustment (708,057)

Transfer agent fees 1,993,878

Accounting fees and expenses 343,221

Non-interested trustees' compensation 4,961

Custodian fees and expenses 29,632

Registration fees 79,082

Audit 45,800

Legal 4,121

Reports to shareholders 88,841

Miscellaneous 13,609

Total expenses before reductions 6,178,848

Expense reductions (394,374) 5,784,474

11.NET INVESTMENT INCOME 2,588,505

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

Investment securities (13,909,995)

Futures contracts 5,862,083 (8,047,912)

Change in net unrealized appreciation (depreciation) on 21,292,238
investment securities

13.NET GAIN (LOSS) 13,244,326

14.NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 15,832,831
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR JUNE 28, 1993
ENDED (COMMENCEMENT
APRIL 30, OF OPERATIONS) TO
1995 APRIL 30,
1994

15.INCREASE (DECREASE) IN NET ASSETS

Operations $ 2,588,505 $ 138,023
Net investment income

Net realized gain (loss) (8,047,912) (14,678,152)

Change in net unrealized appreciation (depreciation) 21,292,238 38,040,450

16.NET INCREASE (DECREASE) IN NET ASSETS RESULTING 15,832,831 23,500,321
FROM OPERATIONS

Distributions to shareholders (622,825) (138,023)
From net investment income

In excess of net investment income - (875,408)

In excess of net realized gain - (2,630,427)

17.TOTAL DISTRIBUTIONS (622,825) (3,643,858)

Share transactions 557,255,782 1,088,308,959
Net proceeds from sales of shares

Reinvestment of distributions 614,684 3,618,979

Cost of shares redeemed (672,148,923) (449,980,020)

18. NET INCREASE (DECREASE) IN NET ASSETS RESULTING (114,278,457) 641,947,918
FROM SHARE TRANSACTIONS

19.TOTAL INCREASE (DECREASE) IN NET ASSETS (99,068,451) 661,804,381

20.NET ASSETS

Beginning of period 661,804,381 -

End of period (including undistributed net investment $ 562,735,930 $ 661,804,381
income of $1,909,062 and $3,464, respectively)

21.OTHER INFORMATION
Shares

Sold 53,720,710 103,952,169

Issued in reinvestment of distributions 60,500 343,665

Redeemed (64,674,336) (41,902,043)

Net increase (decrease) (10,893,126) 62,393,791

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR JUNE 28, 1993
ENDED (COMMENCEME
APRIL 30, NT
1995 OF OPERATIONS) T
O
APRIL 30,
1994

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 10.61 $ 10.00

Income from Investment Operations

Net investment income .05 .02

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

Total from investment operations .33 .67

Less Distributions

From net investment income (.01) -

In excess of net investment income - (.02)

In excess of net realized gain - (.04)

Total distributions (.01) (.06)

Net asset value, end of period $ 10.93 $ 10.61

TOTAL RETURN B 3.12% 6.70%

RATIOS AND SUPPLEMENTAL DATA

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

Ratio of expenses to average net assets .90% 1.18%A

Ratio of expenses to average net assets before .97% 1.20%A
expense reductions

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

Portfolio turnover rate 182% 210%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. TOTAL RETURNS WOULD HAVE BEEN LOWER
HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN. SEE NOTE 6
OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1995

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.
Effective May 1, 1994, the fund adopted Statement of Position (SOP) 93-4:
Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, 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. Further, as permitted under the SOP, the effects of changes in
foreign currency exchange rates on investments in securities are not
segregated in the Statement of Operations from the effects of changes in
market prices of those securities, but 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 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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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.
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 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 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
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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 securities, whose market value is required to be at least
102% of the resale price at the time of purchase. FMR, the fund's
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to
the resale price.
FUTURES CONTRACTS AND OPTIONS.
The fund may use futures and options contracts to manage its exposure to
the stock 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. 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 repurchase agreements were dated April 28,
1995 and due May 1, 1995. The maturity values of the joint trading account
investments were $160,873,397 at 5.93%. The investments in repurchase
agreements through the joint trading account are summarized as follows:
SUMMARY OF JOINT TRADING
AT 5.93%
Number of dealers or banks 20
Maximum amount with one dealer or bank 18.9%
Aggregate principal amount of agreements $15,961,400,000
Aggregate maturity amount of agreements $15,969,281,387
Aggregate market value of collateral $16,304,796,108
Coupon rates of collateral 0% to 15.75%
Maturity dates of collateral 4/30/95 to 2/15/25
4. PURCHASES AND SALES OF
INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $952,898,768 and $1,100,463,502, respectively, of which U.S.
government and government agency obligations aggregated $22,770,838 and
$23,800,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $736,187,499 and $742,049,582, 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 .2850% to
.5200% for the period May 1, 1994 to July 31, 1994 and .2700% to .5200% for
the period August 1, 1994 to April 30, 1995. In the event that these rates
were lower than the contractual rates in effect during those periods, 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. The fund's
performance adjustment took effect in June 1994. For the period, the
management fee was equivalent to an annual rate of .56% 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 $1,239,724 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.
During the period May 1, 1994 to December 31, 1994, FSC received fees based
on the type, size, number of accounts and the number of transactions made
by shareholders. Effective January 1, 1995, the Board of Trustees approved
a revised transfer agent contract pursuant to which 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 $144,259 for the period.
6. 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
$394,374 under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Small Cap Stock Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Commonwealth Trust: Fidelity Small Cap Stock Fund, including the
schedule of portfolio investments, as of April 30, 1995, and the related
statement of operations for the year then ended, the statement of changes
in net assets and the financial highlights for the year then ended April
30, 1995 and for the period June 28, 1993 (commencement of operations) to
April 30, 1994. These financial statements and financial highlights are the
responsibility of the fund's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
April 30, 1995 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Commonwealth Trust: Fidelity Small Cap Stock Fund as of April
30, 1995, the results of its operations for the year then ended, the
changes in its net assets and the financial highlights for the year then
ended and for the period June 28, 1993 (commencement of operations) to
April 30, 1994, in conformity with generally accepted accounting
principles.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 6, 1995
DISTRIBUTIONS

The Board of Trustees of Fidelity Small Cap Stock Fund voted to pay on
June 5, 1995 to shareholders of record at the opening of business on June
2, 1995, a distribution of $.06 from net investment income.
A total of 100% of the dividends distributed during the fiscal year
qualifies for the dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January of the applicable percentage
for use in preparing 1995 income tax returns.
TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the
Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
1903 East Ninth Street
Cleveland, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
2701 Drexel Drive
Houston, TX
1010 Lamar Street
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
215 South State Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street, N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI

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
Stephen P. Jonas, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
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(2_FIDELITY_LOGOS)FIDELITY

MID-CAP STOCK
FUND
ANNUAL REPORT
APRIL 30, 1995
CONTENTS

CHECK PAGE NUMBERS !!!

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 19 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 23 Notes to the financial statements.

REPORT OF INDEPENDENT
ACCOUNTANTS 27 The auditors' opinion.

DISTRIBUTIONS 28

Mid-Cap Stock 23.94% 21.96%

S&P MidCap 400(registered trademark) 9.79% 6.52%

Average Mid-Cap Fund 9.62% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
March 29, 1994. 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 MidCap 400 Index - a broad measure of the performance of the mid-cap
market. To measure how the fund's performance stacked up against its peers,
you can compare it to the average mid-cap fund, which reflects the
performance of 82 funds with similar objectives tracked by Lipper
Analytical Services over the past 12 months. Both benchmarks include
reinvested dividends and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 LIFE OF
YEAR FUND

Mid-Cap Stock 23.94% 19.97%

S&P MidCap 400(registered trademark) 9.79% 6.01%

Average Mid-Cap Fund 9.62% 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 Mid CapStandard & Poor'
03/29/94 10000.00 10000.00
03/31/94 9780.00 9631.19
04/30/94 9840.00 9702.46
05/31/94 9890.00 9610.29
06/30/94 9690.00 9279.69
07/31/94 9930.00 9594.28
08/31/94 10740.00 10097.02
09/30/94 10990.00 9908.20
10/31/94 11180.00 10016.20
11/30/94 10720.00 9564.47
12/31/94 10846.15 9652.27
01/31/95 10927.24 9752.75
02/28/95 11464.48 10263.99
03/31/95 11860.51 10442.07
04/28/95 12195.61 10651.75
$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Fidelity
Mid-Cap Stock Fund on March 29, 1994, when the fund started. As the chart
shows, by April 30, 1995, the value of your investment would have grown to
$12,196 - a 21.96% increase on your initial investment. For comparison,
look at how the S&P MidCap 400 Index did over the same period. With
dividends reinvested, the same $10,000 investment in the S&P MidCap 400
Index would have grown to $10,652 - a 6.52% 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

MARKET RECAP
A rally starting in January 1995 -
sparked by diminishing concerns
about future interest rate increases
and solid corporate earnings -
helped fuel strong returns in the
U.S. stock market for the 12 months
ended April 30, 1995. The Standard
& Poor's Composite Index of 500
Stocks finished the 12-month period
with a total return of 17.47% -
topping its historical average of
roughly 10%. Uncertainty over the
effects of rising interest rates had
contributed to uneven returns in the
stock market from March through
December 1994. During the first
four months of 1995, however,
evidence of a gradual slowdown in
economic growth calmed inflation
fears and soothed worries about
further interest rate increases by the
Federal Reserve Board. These
factors, along with continued strong
corporate earnings reports and a
flurry of merger and acquisition
activity, helped to propel stocks
higher. In February, the Dow Jones
Industrial Average closed above
4000 for the first time. Markets
outside the U.S., however,
continued to demonstrate the varied
returns that marked most of 1994.
Mexico's devaluation of the peso in
December negatively affected
developed and, most notably,
emerging foreign markets, as
investors brought capital back to the
U.S. The Morgan Stanley Emerging
Markets Free Index was down
4.81% for the 12 months ended
April 30. Rising interest rates also
muted stock returns in several
developed markets, as the
Morgan Stanley EAFE (Europe,
Australia, Far East) Index
returned 5.59% for the same
period.
An interview with Jennifer Uhrig, Portfolio Manager of Fidelity
Mid-Cap Stock Fund
Q. JENNIFER, HOW HAS THE FUND PERFORMED?
A. It has done very well. For the 12 months ended April 30, 1995, the fund
had a total return of 23.94%. That beat the average mid cap stock fund,
which returned 9.62% over the same period, according to Lipper Analytical
Services.
Q. WHAT HELPED THE FUND OUTPERFORM THE LIPPER AVERAGE BY SUCH A LARGE
MARGIN?
A. The fund has done well due to good stock selection and positive results
from investments in the technology and finance sectors.
Q. WHAT WERE THE STORIES THERE?
A. Earnings in the technology sector have been driven by businesses' desire
to increase productivity, as well as the growth in sales of personal
computers to consumers. The fund's technology stake - 25.5% of the fund's
investments at the end of the period - includes Novell, a networking
software company; Dynatech, a manufacturer of telecommunications equipment;
and Symantec, a company that provides utility software such as antivirus
and back-up programs for personal computers. Microsoft is introducing a new
operating system, Windows 95, that will need new associated utilities
software, so I expect Symantec will benefit from this product cycle.
Q. AND FINANCE?
A. The fund benefited from underweighting these stocks relative to the
Standard & Poor's MidCap 400 Index in the first half of the period when
they underperformed, and increasing the weighting over the second half when
they performed well. Two of the fund's investments, Fannie Mae and Freddie
Mac - the Federal National Mortgage Association and the Federal Home Loan
Mortgage Corporation, respectively - have performed well recently for two
reasons. First, the interest rate environment has started to improve. The
spread between the rate at which these agencies borrow and the rate at
which they lend has begun to increase to more profitable levels. Second,
the availability of fixed-rate mortgages for them to purchase has
increased. I've also increased the fund's investment in Fleet Financial
Group. It is acquiring Shawmut Bank, a move I believe will help Fleet to
consolidate costs and increase market share in New England. I also find
Fleet's stock to be inexpensive.
Q. WHAT STOCKS HAVEN'T PERFORMED AS WELL AS YOU WOULD HAVE LIKED?
A. Talbots, an apparel retailer - hasn't done badly, but its performance
has lagged the market. The company has a strong niche, but its stock hasn't
been able to make much headway in an environment where retail apparel
stocks have performed poorly. One of the reasons behind these struggles has
been that too much capacity, or square footage, has been added over the
past 10 years. That means that too many stores are competing for consumer
dollars. In addition, some theorize that retail apparel sales have suffered
from the fact that more companies are allowing their employees to dress
casually on Fridays. As a result, people are buying fewer business clothes
and more casual clothes, which cost less and don't provide the apparel
companies with as much profit as items such as suits. Another
underperformer, RJR Nabisco; has been under pressure from the threat of
legal issues in the tobacco industry, and so hasn't performed that well,
although the stock price has moved up recently. In any event, I still own
both Talbots and RJR Nabisco because they're good values and have the
potential to perform well going forward.
Q. THE FUND'S ASSETS HAVE GROWN QUICKLY OVER THE PERIOD. HOW DOES THAT
AFFECT YOUR MANAGEMENT OF THE FUND?
A. In general, I try to buy more of the stocks I already own and feel
confident about. I'd like to keep the number of stocks in the fund to a
manageable number. In addition, I have to work harder
to find new stock ideas that meet my standards.
Q. WHAT'S YOUR OUTLOOK GOING FORWARD?
A. It's possible that the positive investing environment could continue
over the next six months, particularly since recent statistics, including
unemployment numbers, indicate the economy is slowing down. This reduces
the likelihood that the Federal Reserve Board will raise interest rates
again to slow inflation. On the other hand, I am concerned that the market
may not be able to keep up its current pace and that many stocks are
becoming expensive. I'll continue to look for stocks that are
under-recognized and avoid chasing stocks that are becoming over-priced.

FUND FACTS
GOAL: long-term growth of
capital by investing mainly in
equity securities of companies
with medium-sized market
capitalizations
START DATE: March 29, 1994
SIZE: as of April 30, 1995,
more than $459 million
MANAGER: Jennifer Uhrig,
since 1994; manager, Fidelity
Select Retailing Portfolio,
1991-1993; Fidelity Select
Developing Communications
Portfolio, 1990- 1991; Fidelity
Select Telecommunications
Portfolio, 1987- 1990; joined
Fidelity in 1987
(checkmark)

JENNIFER UHRIG ON THE EFFECT OF
THE WEAK DOLLAR:
"The weakness of the dollar is
something I'm keeping my
eye on. A weak dollar helps
companies that have
business overseas, because
it makes their products or
services cheaper there.
Smaller-sized companies
tend to have less overseas
business, which is one of the
reasons larger stocks
performed better than small
stocks in the 1980s, as the
dollar weakened throughout
the decade. As a result, I've
been looking for companies
that have overseas exposure.
For example, I have been
buying shares of Tambrands,
manufacturers of feminine
hygiene products. I also own
Baxter International- a
health care company that
sells renal dialysis equipment,
and other health care
products - which also has
significant overseas
exposure."
(medium solid bullet) The stock of Westpoint
Stevens - a manufacturer of
towels and sheets, cited in
previous reports as an
underperformer - rebounded
and performed well during the
period, because it appears
cotton prices may fall going
forward.
(medium solid bullet) At the end of the period,
the fund had sold its
investments in Standard &
Poor's MidCap 400 futures
contracts, using the proceeds
for active investments. The
manager had been using
these futures to invest
incoming cash over the
short-term in order to track
broad market moves.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1995

<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S INVESTMENT % OF FUND'S INVESTMENT
S S
IN THESE STOCKS
3 MONTHS AGO

Federal National Mortgage
Association 2.3 1.6

Novell, Inc. 2.1 1.3

Fleet Financial Group, Inc. 2.0 0.6

Ceridian, Corp. 1.7 0.3

Baxter International, Inc. 1.7 1.0

Westpoint Stevens, Inc. Class A 1.7 2.3

RJR Nabisco Holdings Corp. 1.7 1.7

IBP, Inc. 1.7 1.3

Dynatech Corp. 1.6 1.4

Masco Corp. 1.5 0.0

</TABLE>

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1995
% OF FUND'S INVESTMENT % OF FUND'S INVESTMENT
S S
IN THESE MARKET SECTORS
3 MONTHS AGO

Technology 25.5 20.6

Finance 8.0 9.2

Durables 6.8 5.6

Nondurables 5.9 4.2

Media & Leisure 5.4 9.3

ASSET ALLOCATION
AS OF APRIL 30, 1995 AS OF JANUARY 31, 1995

Row: 1, Col: 1, Value: 50.0
Row: 1, Col: 2, Value: 38.4
Row: 1, Col: 3, Value: 2.0
Row: 1, Col: 4, Value: 10.1
Row: 1, Col: 1, Value: 50.0
Row: 1, Col: 2, Value: 36.8
Row: 1, Col: 3, Value: 2.0
Row: 1, Col: 4, Value: 11.1
Stocks 88.4%
Bonds 1.5%
Short-term
Investments 10.1%
Stocks 86.8%
Bonds 2.1%
Short-term
Investments 11.1%
INVESTMENTS APRIL 30, 1995

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 87.5%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 0.6%
Flightsafety International, Inc. 53,300 $ 2,625,025
BASIC INDUSTRIES - 4.2%
CHEMICALS & PLASTICS - 1.9%
Airgas, Inc. (a) 48,100 1,076,238
Cytec Industries, Inc. (a) 147,800 5,376,225
Union Carbide Corp. 71,900 2,300,800
8,753,263
IRON & STEEL - 0.6%
J & L Specialty Steel, Inc. 168,300 3,113,550
METALS & MINING - 1.3%
Alumax, Inc. (a) 115,700 3,268,525
Kaiser Aluminum Corp. (a) 246,200 2,769,750
6,038,275
PACKAGING & CONTAINERS - 0.4%
Gaylord Container Corp. Class A (a) 159,100 1,789,875
TOTAL BASIC INDUSTRIES 19,694,963
CONSTRUCTION & REAL ESTATE - 3.1%
BUILDING MATERIALS - 1.5%
Masco Corp. 270,300 6,892,650
CONSTRUCTION - 1.6%
Kaufman & Broad Home Corp. 244,700 3,211,688
Lennar Corp. 109,600 1,808,400
Pulte Corp. 65,700 1,420,763
Standard Pacific Corp. 206,100 1,210,838
7,651,689
TOTAL CONSTRUCTION & REAL ESTATE 14,544,339
DURABLES - 6.8%
CONSUMER ELECTRONICS - 1.1%
Black & Decker Corp. 161,600 4,848,000
HOME FURNISHINGS - 0.6%
Heilig-Meyers Co. 132,000 2,772,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
DURABLES - CONTINUED
TEXTILES & APPAREL - 5.1%
Converse, Inc. (a) 173,000 $ 1,557,000
Cygne Designs, Inc. (a) 213,900 1,336,875
Dominion Textile, Inc. 340,000 2,100,003
Fila Holding S.P.A. sponsored ADR 209,100 4,678,613
Image Industries, Inc. (a) 59,200 814,000
NIKE, Inc. Class B 31,500 2,413,688
Warnaco Group, Inc. Class A (a) 179,800 3,079,075
Westpoint Stevens, Inc. Class A (a) 436,100 7,904,313
23,883,567
TOTAL DURABLES 31,503,567
ENERGY - 3.1%
ENERGY SERVICES - 1.4%
Energy Service Co., Inc. (a) 156,100 2,614,675
Nabors Industries, Inc. (a) 202,200 1,908,263
Pride Petroleum Services, Inc. (a) 230,600 1,844,800
6,367,738
OIL & GAS - 1.7%
Amerada Hess Corp. 108,800 5,508,000
Burlington Resources, Inc. 61,000 2,386,625
7,894,625
TOTAL ENERGY 14,262,363
FINANCE - 8.0%
BANKS - 2.7%
Fleet Financial Group, Inc. 284,702 9,323,991
Midlantic Corp. 60,000 2,190,000
Republic New York Corp. 24,100 1,153,788
12,667,779
CREDIT & OTHER FINANCE - 0.0%
Countrywide Credit Industries, Inc. 2,900 52,913
FEDERAL SPONSORED CREDIT - 3.5%
Federal Home Loan Mortgage Corporation 89,800 5,859,450
Federal National Mortgage Association 119,650 10,559,113
16,418,563
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
INSURANCE - 1.3%
UNUM Corp. 140,500 $ 6,023,938
SAVINGS & LOANS - 0.2%
Collective Bancorp, Inc. 6,700 121,438
FirstFed Financial Corp. (a) 13,400 226,125
RedFed Bancorp, Inc. (a) 60,200 526,750
874,313
SECURITIES INDUSTRY - 0.3%
Quick & Reilly Group, Inc. (The) 27,900 1,133,438
TOTAL FINANCE 37,170,944
HEALTH - 4.8%
DRUGS & PHARMACEUTICALS - 1.8%
Biogen, Inc. (a) 61,900 2,429,575
Immunex Corp. (a) 180,600 2,167,200
Univax Biologics, Inc. (a) 240,500 1,593,313
Watson Pharmaceuticals, Inc. (a) 69,200 2,153,850
8,343,938
MEDICAL EQUIPMENT & SUPPLIES - 2.9%
Baxter International, Inc. 227,500 7,905,625
Boston Scientific Corp. (a) 92,000 2,507,000
Pall Corp. 135,000 3,155,625
13,568,250
MEDICAL FACILITIES MANAGEMENT - 0.1%
Horizon Mental Health Management, Inc. (a) 57,800 643,025
TOTAL HEALTH 22,555,213
INDUSTRIAL MACHINERY & EQUIPMENT - 5.3%
ELECTRICAL EQUIPMENT - 1.7%
California Amplifier, Inc. (a) 168,500 1,600,750
Cherry Corp. (a) 123,200 1,694,000
Cherry Corp. Class A (a) 105,500 1,529,750
Owosso Corp. 96,900 1,096,181
Scientific-Atlanta, Inc. 89,400 2,033,850
7,954,531
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%
Deere & Co. 58,500 $ 4,797,000
Fedders Corp. (a) 52,400 366,800
Fedders Corp. Class A (a) 69,800 401,350
Goulds Pumps, Inc. 77,600 1,920,600
McDermott (J. Ray) SA 119,500 3,286,250
Parker-Hannifin Corp. 74,000 3,848,000
14,620,000
POLLUTION CONTROL - 0.5%
Safety Kleen Corp. 131,700 2,238,900
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 24,813,431
MEDIA & LEISURE - 5.4%
BROADCASTING - 3.0%
ACS Enterprises, Inc. (a) 88,200 1,576,575
American Telecasting, Inc. (a) 56,700 850,500
British Sky Broadcasting Group ADR (a) 81,000 1,944,000
CAI Wireless Systems, Inc. (a) 80,400 1,045,200
Cablemaxx, Inc. 12,500 88,672
People's Choice TV Corp. (a) 101,600 2,895,600
Preferred Entertainment, Inc. (a) 15,000 270,000
Viacom, Inc. Class B (a) 113,600 5,211,400
13,881,947
LEISURE DURABLES & TOYS - 0.3%
West Marine, Inc. (a) 62,000 1,534,500
RESTAURANTS - 2.1%
Buffets, Inc. (a) 325,400 3,294,675
Cracker Barrel Old Country Store, Inc. 165,500 3,516,875
Ground Round Restaurants, Inc. (a) 81,400 407,000
Longhorn Steaks, Inc. (a) 67,400 926,750
Uno Restaurant Corp. (a) 125,975 1,385,725
9,531,025
TOTAL MEDIA & LEISURE 24,947,472
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - 5.9%
FOODS - 1.7%
IBP, Inc. 209,750 $ 7,760,750
HOUSEHOLD PRODUCTS - 2.1%
International Flavors & Fragrances, Inc. 65,000 3,339,375
Tambrands, Inc. 154,000 6,410,250
9,749,625
TOBACCO - 2.1%
Dimon, Inc. (a) 47,950 767,200
RJR Nabisco Holdings Corp. 285,980 7,828,703
Universal Corp. 63,800 1,459,425
10,055,328
TOTAL NONDURABLES 27,565,703
RETAIL & WHOLESALE - 4.3%
APPAREL STORES - 1.5%
Cato Corp. Class A 91,400 754,050
Talbots, Inc. 209,700 6,369,638
7,123,688
GENERAL MERCHANDISE STORES - 1.8%
Bradlees, Inc. 183,200 1,923,600
Federated Department Stores, Inc. (Del.) (a) 72,000 1,521,000
Lechters, Inc. (a) 79,100 1,206,275
Michaels Stores, Inc. (a) 129,600 3,693,600
8,344,475
GROCERY STORES - 0.2%
Whole Foods Market, Inc. (a) 72,300 858,563
RETAIL & WHOLESALE, MISCELLANEOUS - 0.8%
Fabri-Centers of America, Inc. (a) 42,300 782,550
Friedmans, Inc. Class A (a) 132,000 2,343,000
Hancock Fabrics, Inc. 70,000 700,000
Office Depot, Inc. 4,000 91,000
3,916,550
TOTAL RETAIL & WHOLESALE 20,243,276
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SERVICES - 3.5%
ADVERTISING - 1.1%
ADVO-Systems, Inc. 266,300 $ 5,359,288
SERVICES - 2.4%
Block (H & R), Inc. 70,700 2,978,238
Kinder-Care Learning Centers, Inc. (a) 430,000 5,805,000
U.S. Delivery Systems, Inc. (a) 103,000 2,291,750
11,074,988
TOTAL SERVICES 16,434,276
TECHNOLOGY - 24.6%
COMMUNICATIONS EQUIPMENT - 3.9%
Dynatech Corp. (a) 427,200 7,476,000
General Instrument Corp. (a) 112,800 3,849,300
Nokia Corp. AB sponsored ADR 60,000 2,460,000
Northern Telecom Ltd. 119,100 4,347,837
18,133,137
COMPUTER SERVICES & SOFTWARE - 9.3%
Ceridian Corp. (a) 233,300 8,048,850
CompUSA, Inc. (a) 195,900 4,873,013
Computer Sciences Corp. (a) 57,000 2,814,375
Electronic Arts, Inc. (a) 31,500 724,500
Gametek, Inc. (a) 10,000 25,000
Intersolv, Inc. (a) 158,000 2,172,500
Manugistics Group, Inc. (a) 90,500 972,875
McAfee Associates, Inc. (a) 69,500 2,293,500
Mercury Interactive Group Corp. (a) 39,100 840,650
Neostar Retail Group (a) 40,500 430,313
Novell, Inc. (a) 451,200 9,813,600
Sierra On-Line, Inc. (a) 53,200 1,004,150
Softkey International, Inc. (a) 34,300 840,350
Spectrum Holobyte, Inc. (a) 13,600 207,400
State of The Art, Inc. (a) 83,800 921,800
SunGard Data Systems, Inc. (a) 58,600 2,732,225
Symantec Corp. (a) 205,300 4,773,225
43,488,326
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 7.7%
AST Research, Inc. (a) 137,200 $ 2,435,300
ADAPTEC, Inc. (a) 24,300 777,600
Bay Networks, Inc. (a) 144,100 5,241,638
Compaq Computer Corp. (a) 114,500 4,351,000
Digital Equipment Corp. (a) 75,600 3,487,050
General Motors Corp. Class E 127,500 5,514,301
Insight Enterprises, Inc. (a) 30,000 311,250
Kronos, Inc. (a) 100,600 3,068,300
SCI Systems, Inc. (a) 122,900 2,504,088
Sun Microsystems, Inc. (a) 90,600 3,612,675
Wang Laboratories, Inc. (Del.) (a) 280,600 4,612,363
35,915,565
ELECTRONIC INSTRUMENTS - 1.2%
Kulicke & Soffa Industries, Inc. (a) 61,100 2,589,113
Tektronix, Inc. 72,000 3,276,000
5,865,113
ELECTRONICS - 1.6%
Intel Corp. 50,300 5,149,463
Linear Technology Corp. 36,800 2,198,800
7,348,263
PHOTOGRAPHIC EQUIPMENT - 0.9%
Polaroid Corp. 122,900 4,178,600
TOTAL TECHNOLOGY 114,929,004
TRANSPORTATION - 3.8%
AIR TRANSPORTATION - 0.7%
Continental Airlines, Inc. (a) 63,600 1,049,400
ValuJet Airlines (a) 76,400 2,062,800
3,112,200
RAILROADS - 2.4%
Southern Pacific Rail Corp. (a) 275,200 4,781,600
Wisconsin Central Transportation Corp. (a) 117,500 6,704,844
11,486,444
TRUCKING & FREIGHT - 0.7%
Fritz Companies, Inc. (a) 51,800 3,120,950
TOTAL TRANSPORTATION 17,719,594
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UTILITIES - 4.1%
CELLULAR - 1.8%
BCE Mobile Communications, Inc. (a) 50,700 $ 1,607,802
Vodafone Group PLC sponsored ADR 212,600 6,776,625
8,384,427
TELEPHONE SERVICES - 2.3%
Ameritech Corp. 79,000 3,555,000
LDDS Communications, Inc. (a) 103,300 2,479,200
SBC Communications, Inc. 111,100 4,902,288
10,936,488
TOTAL UTILITIES 19,320,915
TOTAL COMMON STOCKS
(Cost $386,307,658) 408,330,085
NONCONVERTIBLE PREFERRED STOCKS - 0.9%
TECHNOLOGY - 0.9%
COMPUTER SERVICES & SOFTWARE - 0.9%
SAP AG (Cost $3,075,251) 4,000 3,951,401
U.S. TREASURY OBLIGATIONS - 1.6%
U.S. Treasury stripped coupon 0%, 8/15/19 44,050,000 7,085,883
U.S. Treasury Bill, yield at date of purchase 5.90%, 7/6/95 350,000
346,285
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $7,376,572) 7,432,168
REPURCHASE AGREEMENTS - 10.0%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations)
in a joint trading account at 5.93%, dated
4/28/95 due 5/1/95 $ 46,826,128 46,803,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $443,562,481) $ 466,516,654

LEGEND
(b) Non-income producing
INCOME TAX INFORMATION
At April 30, 1995, the aggregate cost of investment securities for income
tax purposes was $443,844,431. Net unrealized appreciation aggregated
$22,672,223, of which $31,118,761 related to appreciated investment
securities and $8,446,538 related
to depreciated investment securities.
The fund hereby designates $324,971 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, 0.57% of the fund's dividends
to shareholders were derived from interest on U.S. government obligations.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1995

7.ASSETS

Investment in securities, at value (including repurchase $ 466,516,654
agreements of $46,803,000) (cost $443,562,481) -
See accompanying schedule

Cash 67,564

Receivable for investments sold 14,778,851

Receivable for fund shares sold 11,372,651

Dividends receivable 362,823

Receivable from investment adviser for expense 14,000
reductions

8.TOTAL ASSETS 493,112,543

9.LIABILITIES

Payable for investments purchased $ 27,709,107

Payable for fund shares redeemed 5,911,777

Accrued management fee 237,931

Other payables and accrued expenses 234,629

10.TOTAL LIABILITIES 34,093,444

11.NET ASSETS $ 459,019,099

Net Assets consist of:

Paid in capital $ 427,172,613

Undistributed net investment income 694,407

Accumulated undistributed net realized gain (loss) on 8,197,906
investments and foreign currency transactions

Net unrealized appreciation (depreciation) 22,954,173
on investments

12.NET ASSETS, for 38,212,693 shares outstanding $ 459,019,099

13.NET ASSET VALUE, offering price and redemption price $12.01
per share ($459,019,099 (divided by) 38,212,693 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
THREE MONTH PERIOD ENDED APRIL 30, 1995

14.INVESTMENT INCOME $ 777,778
Dividends

Interest 797,020

15.TOTAL INCOME 1,574,798

16.EXPENSES

Management fee $ 474,718
Basic fee

Performance adjustment 23,200

Transfer agent fees 176,697

Accounting fees and expenses 45,020

Non-interested trustees' compensation 165

Custodian fees and expenses 11,875

Registration fees 161,913

Audit 23,977

Legal 233

Interest 2,974

Miscellaneous 238

Total expenses before reductions 921,010

Expense reductions (37,521) 883,489

17.NET INVESTMENT INCOME 691,309

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

Investment securities 8,288,356

Foreign currency transactions (21)

Futures contracts 498,285 8,786,620

Change in net unrealized appreciation (depreciation) 21,621,065
on investment securities

19.NET GAIN (LOSS) 30,407,685

20.NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 31,098,994
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
THREE MONTH MARCH 29, 1994
PERIOD (COMMENCEMENT
ENDED OF OPERATIONS) TO
APRIL 30, JANUARY 31,
1995 1995

21.INCREASE (DECREASE) IN NET ASSETS

Operations $ 691,309 $ (15,346)
Net investment income (loss)

Net realized gain (loss) 8,786,620 2,049,296

Change in net unrealized appreciation (depreciation) 21,621,065 1,333,108

22.NET INCREASE (DECREASE) IN NET ASSETS RESULTING 31,098,994 3,367,058
FROM OPERATIONS

Distributions to shareholders from net realized gains (371,659) (1,422,015)

Share transactions 414,653,268 287,355,752
Net proceeds from sales of shares

Reinvestment of distributions 366,962 1,393,114

Cost of shares redeemed (124,895,010) (152,527,365)

23. NET INCREASE (DECREASE) IN NET ASSETS RESULTING 290,125,220 136,221,501
FROM SHARE TRANSACTIONS

24.TOTAL INCREASE (DECREASE) IN NET ASSETS 320,852,555 138,166,544

25.NET ASSETS

Beginning of period 138,166,544 -

End of period (including undistributed net investment $ 459,019,099 $ 138,166,544
income (loss) of $694,407 and $(2,450),
respectively)

26.OTHER INFORMATION
Shares

Sold 36,246,556 26,950,947

Issued in reinvestment of distributions 32,502 135,914

Redeemed (10,886,582) (14,266,644)

Net increase (decrease) 25,392,476 12,820,217

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THREE MONTH PERIO MARCH 29, 1994
D (COMMENCEMENT
ENDED OF OPERATIONS) TO
APRIL 30, JANUARY 31,
1995 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 10.78 $ 10.00

Income from Investment Operations

Net investment income .02 .00

Net realized and unrealized gain (loss) 1.23 .92

Total from investment operations 1.25 .92

Less Distributions

From net realized gain (.02) (.14)

Net asset value, end of period $ 12.01 $ 10.78

TOTAL RETURN B 11.61% 9.27%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 459,019 $ 138,167

Ratio of expenses to average net assets 1.22%A 1.61%A

Ratio of expenses to average net assets before 1.27%A 1.63%A
expense reductions

Ratio of net investment income to average net assets .95%A (.03)%
A

Portfolio turnover rate 163%A 190%A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. TOTAL
RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING
THE PERIODS SHOWN. SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1995

1. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity Mid-Cap Stock Fund (the fund) is a fund of Fidelity Devonshire
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. On March 16, 1995, the Board
of Trustees approved a change in the fiscal year-end of the fund to April
30, 1995. Accordingly, the financial statements of the fund are presented
for the three-month period ended April 30, 1995. 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. Further, as permitted under the
SOP, the effects of changes in foreign currency exchange rates on
investments in securities are not segregated in the Statement of Operations
from the effects of changes in market prices of those securities, but 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 all of its taxable income for the 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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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.
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 market
discount and futures and options transactions. 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 may
include temporary book and tax basis differences which will reverse in a
subsequent period. Distributions in excess of net investment income and
accumulated undistributed net realized gain (loss) on investments 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.
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 securities, whose market value is required to be at least
102% of the resale price at the time of purchase. FMR, the fund's
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to the resale price.
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. 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 $371,291,863 and $102,759,065, respectively, of which U.S.
government and government agency obligations aggregated $6,992,480 and
$2,997,630, respectively.
The market value of futures contracts opened and closed during the period
amounted to $25,254,095 and $25,752,380, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As each 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 each 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%. In the event that these rates were lower than the contractual rates
in effect during the period, FMR voluntarily implemented the
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
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 each
fund's investment performance as compared to the appropriate index over a
specified period of time. The funds' performance adjustment took effect in
March 1995. For the period, the management fees were equivalent to an
annualized rate of .66% 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.
During the period March 29, 1994 (commencement of operations) to December
31, 1994, FSC received fees based on the type, size, number of accounts and
the number of transactions made by shareholders. Effective January 1, 1995,
the Board of Trustees approved a revised transfer agent contract pursuant
to which 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 $145,249 for the period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $5,543,000 and $5,543,000
respectively. The weighted average interest rate was 6.438%.Interest
expense includes $2,974 paid under the bank borrowing program.
6. 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
$23,521 under this arrangement.
All expenses in connection with the fiscal year end change including audit
fees, amounting to $14,000, will be reimbursed by FMR.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Devonshire Trust and the Shareholders of
Fidelity Mid-Cap Stock Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Devonshire Trust: Fidelity Mid-Cap Stock Fund, including the
schedule of investments, as of April 30, 1995, and the related statement of
operations for the period February 1, 1995 to April 30, 1995, the statement
of changes in net assets and the financial highlights for the period
February 1, 1995 to April 30, 1995 and for the period March 29, 1994
(commencement of operations) to January 31, 1995. These financial
statements and financial highlights are the responsibility of the fund's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
April 30, 1995 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Devonshire Trust: Fidelity Mid-Cap Stock Fund as of April 30,
1995, the results of its operations for the period February 1, 1995 to
April 30, 1995, the changes in its net assets, and the financial highlights
for the period February 1, 1995 to April 30, 1995 and for the period March
29, 1994 (commencement of operations) to January 31, 1995, in conformity
with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 6, 1995
DISTRIBUTIONS

The Board of Trustees of Fidelity Mid-Cap Stock Fund voted to pay on June
5, 1995 to shareholders of record at the opening of business on June 2,
1995, a distribution of $.01 derived from capital gains realized from sales
of portfolio securities and a dividend of $.16 from net investment income.
A total of 19% of the dividends distributed during the fiscal year
qualifies for the dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January of the applicable percentage
for use in preparing 1995 income tax returns.
TO WRITE 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
Stephen P. Jonas, 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
Chase Manhattan Bank, N.A.
New York, NY
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
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

MARKET INDEX
FUND
ANNUAL REPORT
APRIL 30, 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 30 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 34 Notes to the financial statements.

REPORT OF INDEPENDENT
ACCOUNTANTS 37 The auditors' opinion.

DISTRIBUTIONS 38

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage of change in value, the average annual
percentage change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value), and the
effect of the fund's $10 index account fee.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Market Index 17.03% 79.25% 76.23%

S&P 500(registered trademark) 17.47% 81.29% 78.12%

Average S&P 500 Index Fund 16.96% 77.11% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, 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 40 funds with similar objectives tracked by
Lipper Analytical Services over the past 12 months. Both benchmarks include
reinvested dividends and capital gains, if any, and exclude the effects of
sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Market Index 17.03% 12.38% 11.62%

S&P 500(registered trademark) 17.47% 12.64% 11.85%

Average S&P 500 Index Fund 16.96% 12.11% 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 Market Standard & Poor'
03/06/90 10000.00 10000.00
03/31/90 10080.00 10077.26
04/30/90 9832.00 9825.33
05/31/90 10828.00 10783.30
06/30/90 10759.06 10709.97
07/31/90 10726.82 10675.70
08/31/90 9755.69 9710.62
09/30/90 9278.84 9237.71
10/31/90 9246.33 9197.99
11/30/90 9843.78 9792.18
12/31/90 10104.77 10065.38
01/31/91 10552.32 10504.23
02/28/91 11307.81 11255.28
03/31/91 11576.41 11527.66
04/30/91 11605.36 11555.33
05/31/91 12101.67 12054.52
06/30/91 11541.34 11502.42
07/31/91 12083.38 12038.43
08/31/91 12362.75 12323.74
09/30/91 12158.51 12117.94
10/31/91 12318.05 12280.32
11/30/91 11818.44 11785.42
12/31/91 13169.30 13133.67
01/31/92 12923.46 12889.39
02/29/92 13084.53 13056.95
03/31/92 12824.50 12802.34
04/30/92 13199.93 13178.73
05/31/92 13259.66 13243.30
06/30/92 13062.41 13045.98
07/31/92 13590.57 13579.56
08/31/92 13311.46 13301.18
09/30/92 13465.08 13458.13
10/31/92 13503.97 13505.23
11/30/92 13957.70 13965.76
12/31/92 14131.46 14137.54
01/31/93 14240.20 14256.30
02/28/93 14431.57 14450.18
03/31/93 14731.94 14755.08
04/30/93 14368.78 14398.01
05/31/93 14749.44 14783.88
06/30/93 14784.83 14826.75
07/31/93 14718.45 14767.44
08/31/93 15267.18 15327.13
09/30/93 15147.30 15209.11
10/31/93 15458.88 15523.94
11/30/93 15307.54 15376.46
12/31/93 15490.49 15562.52
01/31/94 16009.82 16091.64
02/28/94 15571.08 15655.56
03/31/94 14886.65 14972.97
04/30/94 15080.28 15164.63
05/31/94 15323.44 15413.33
06/30/94 14942.23 15035.70
07/31/94 15431.39 15528.87
08/31/94 16056.44 16165.56
09/30/94 15661.47 15769.50
10/31/94 16007.68 16124.31
11/30/94 15420.03 15537.07
12/31/94 15649.17 15767.48
01/31/95 16052.43 16176.33
02/28/95 16671.06 16806.72
03/31/95 17154.36 17302.69
04/28/95 17656.59 17812.26

$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 April 30, 1995,
the value of your investment would have grown to $17,623 - a 76.23%
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 $17,812 - a 78.12% 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 17.03% for the 12 months ended April 30,
1995, while the Standard & Poor's Composite Index of 500 Stocks - the
fund's yardstick - returned 17.47% during the same 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.
Q. STOCKS HAVE MADE STRONG GAINS THUS FAR IN 1995. WHAT DO YOU THINK IS
FUELING THIS RESURGENCE?
A. After posting uneven returns in 1994, the S&P 500 did bounce back
strongly from January through April.
I think the gains were due largely to an easing of interest rate fears and
continued excellent corporate earnings. The Federal Reserve Board raised
short-term interest rates several times in 1994 and once in early 1995 in
an effort to curb future inflation that might be triggered by the
strengthening economy. Although many S&P 500 companies were reporting
record earnings, many investors feared higher rates might slow the economy,
and thus, slow earnings growth. But by the end of the year, there was
widespread feeling among investors that the majority of the rate hikes were
behind us. Those worries aside, strong earnings helped drive the market to
new highs.
Q. WHICH SECTORS OF THE MARKET SHOWED THE BEST EARNINGS GROWTH?
A. I would say technology stocks beat analysts' earnings estimates most
consistently and showed the best earnings growth overall. Strong demand for
personal computers and related products continued, which drove up stock
prices in the sector. Hardware manufacturers IBM and Digital Equipment,
computer workstation manufacturer Sun Microsystems and software
manufacturer Microsoft were among many technology stocks that performed
well over the past 12 months. In addition, demand remained strong for
semiconductors. Intel very quickly moved beyond public relations troubles
surrounding a flaw in its flagship Pentium microprocessor last December;
its stock posted strong gains through the end of April.
Q. HAVE YOU SEEN ANY TRENDS SHAPING UP IN THE MARKET RECENTLY?
A. One seemingly prominent trend is the move away from cyclical stocks -
whose performance is closely tied to economic swings - toward growth stocks
- - those of companies with accelerating earnings. As interest rates rose
during 1994, investors began to fear that these cyclical companies' best
near-term earnings growth may be behind them. That's the main reason
auto-related stocks such as Ford, transportation stocks such as Federal
Express, and housing-related stocks such as Centex mostly fell during the
period, although some cyclicals have bounced back a bit lately. So called
deep cyclicals - metals, chemicals and paper stocks, for example - also
dropped off recently after performing well during much of 1994. Many
investors have gravitated toward companies that traditionally have been
able to maintain steady earnings growth in the face of higher interest
rates.
Q. CAN YOU GIVE US SOME EXAMPLES?
A. Sure. The broad category of consumer nondurables - which makes up more
than 20% of the S&P 500 according to Standard & Poor's sector
classifications - contains a wide range of growth stocks. Beverage stocks
such as Coca-Cola and PepsiCo recently have rebounded from depressed
levels. In addition, health care stocks, which also fall under the
nondurable category, were among the market leaders in performance over the
past 12 months. Many health care companies effectively cut internal costs,
which appeared to give them the ability to grow earnings despite the trend
toward lower prices in the health care industry. For example, the stocks of
pharmaceutical companies Pfizer and Merck rose sharply over the past six
months.
Q. HAS THE WEAK U.S. DOLLAR HAD MUCH OF AN EFFECT ON THE STOCK MARKET?
A. Although the dollar generally has been on a downward slide since the
beginning of 1994, currency concerns haven't affected stocks much. However,
if the dollar doesn't rebound going forward, the Federal Reserve Board
could raise interest rates to support it, which may have negative
implications for stocks. In addition, the weak dollar could lead to higher
inflation. That's because foreign companies may be forced to raise the
prices of their goods sold in the U.S., which could lead domestic companies
to raise prices in kind. And higher inflation could slow the economy,
which, again, probably wouldn't bode well for stocks. On the flip side, the
weak dollar has boosted the earnings of U.S. companies that do a lot of
business overseas. Because these tend to be larger companies that are
included in the S&P 500, the fund has benefited.
Q. JENNIFER, ON APRIL 30, THE FUND HAD A STAKE IN S&P 500 FUTURES WITH A
FACE VALUE EQUAL TO 4.8% OF THE FUND'S INVESTMENTS. CAN YOU TELL US HOW YOU
USE THESE FUTURES?
A. Sure. To most closely track the performance of the S&P 500 index, the
fund always strives to keep a 100% exposure to the index stocks. Any cash
in the fund could cause what we call a tracking error. However, the fund
needs to have some cash on hand to pay investors who may choose to redeem
their shares. The solution rests in maintaining investments in S&P 500
stocks equal to roughly 95% of the fund, and keeping the remaining 5% or so
in short-term cash equivalents hedged with S&P 500 futures contracts. The
performance of the futures contracts moves in step with the index, which
allows the fund to mirror any index moves. So, in effect, the futures allow
the fund to remain fully invested in the market, while providing a
necessary cash reserve for shareholder redemptions.
Q. LET'S DISCUSS YOUR OUTLOOK. CAN THE STOCK MARKET SUSTAIN THE UPWARD
MOMENTUM WE'VE SEEN RECENTLY?
A. That's difficult to predict. I think the performance of stocks in 1995
will hinge largely on the net effect of higher interest rates. If the
Federal Reserve Board can successfully complete this "soft landing" we've
heard so much about - slower, but steady economic growth coupled with
continued low inflation - stocks could do well. However, if past or future
rate hikes make too serious a dent in economic growth, corporate earnings
could suffer sufficiently to bring down stocks. Finally, stock valuations -
prices relative to earnings - generally are higher than they were six
months ago. Investor concerns about buying stocks that appear expensive
could be another factor that slows this market rally.

FUND FACTS
GOAL: to provide returns that
correspond to those of the
Standard & Poor's 500 index
START DATE: March 6, 1990
SIZE: as of April 30, 1995,
more than $390 million
MANAGER: Jennifer Farrelly,
since 1994; manager, Fidelity
U.S. Equity Index Portfolio
and VIP II: Index 500
Portfolio, since 1994; manager,
institutional enhanced index
funds, since 1988; joined
Fidelity in 1988
(checkmark)

JENNIFER FARRELLY ON THE
HISTORY OF THE S&P 500:
"The S&P 500 is the
benchmark of stock market
performance against which
many U.S. portfolios are
measured. Standard and
Poor's established the index
in 1923 with only 233
companies to portray the
price movement of the stock
market. Until 1976, the index
only included issues traded
on the New York Stock
Exchange. However, over
time, the configuration of the
index broadened to
encompass new sectors.
Eventually, some stocks listed
on the American Stock
Exchange and traded in the
over-the-counter market were
included. The total market
value of the S&P 500 now
represents roughly 75% of the
aggregate market value of the
entire New York Stock
Exchange."
(medium solid bullet) Top-performing S&P 500
groups over the past 12
months include
semiconductors,
computer-related companies,
pharmaceuticals and medical
products. Groups posting the
lowest returns include home
builders, truckers, retailers,
steel and autos.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1995

<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S INVESTMENT % OF FUND'S INVESTMENT
S S
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 2.4 2.4

Exxon Corp. 2.2 2.2

AT&T Corp. 2.0 2.4

Coca-Cola Company (The) 1.9 1.8

Royal Dutch Petroleum Co. 1.6 1.8

Philip Morris Companies, Inc. 1.5 1.5

International Business Machines Co 1.4 1.2
rp.

Wal-Mart Stores, Inc. 1.4 1.5

Merck & Co., Inc. 1.4 1.3

Proctor & Gamble Co. 1.2 1.2

</TABLE>

TOP TEN MARKET SECTORS AS OF APRIL 30, 1995

<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S INVESTMENT % OF FUND'S INVESTMENT
S S
IN THESE MARKET SECTORS
6 MONTHS AGO

Utilities 12.2 12.8

Nondurables 11.2 11.4

Finance 10.7 10.8

Technology 10.6 9.1

Energy 9.4 10.0

Health 9.1 9.0

Basic Industries 6.9 7.6

Industrial Machinery & Equipment 5.3 5.3

Retail & Wholesale 5.3 6.0

Media & Leisure 4.7 4.8

</TABLE>

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 APRIL 30, 1995

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 95.5%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 1.8%
AEROSPACE & DEFENSE - 1.3%
Boeing Co. 33,780 $ 1,857,488
Lockheed Martin Corp. 22,568 1,303,302
McDonnell Douglas Corp. 11,650 722,300
Northrop Corp. 4,800 238,200
Rockwell International Corp. 21,400 933,575
5,054,865
DEFENSE ELECTRONICS - 0.4%
E-Systems, Inc. 3,300 210,788
Loral Corp. 8,300 390,100
Raytheon Co. 12,120 881,730
1,482,618
SHIP BUILDING & REPAIR - 0.1%
General Dynamics Corp. 6,300 292,163
TOTAL AEROSPACE & DEFENSE 6,829,646
BASIC INDUSTRIES - 6.9%
CHEMICALS & PLASTICS - 3.9%
Air Products & Chemicals, Inc. 11,120 560,170
Avery Dennison Corp. 5,200 211,250
Dow Chemical Co. 27,470 1,909,165
du Pont (E.I.) de Nemours & Co. 51,830 3,414,301
Eastman Chemical Co. 8,242 467,734
Engelhard Corp. 9,325 357,847
FMC Corp. (a) 3,700 227,088
First Mississippi Corp. 2,100 52,500
Goodrich (B.F.) Co. 2,610 121,691
Grace (W.R.) & Co. 9,200 493,350
Great Lakes Chemical Corp. 6,800 399,500
Hercules, Inc. 11,520 574,560
Minnesota Mining & Manufacturing Co. 41,620 2,481,593
Monsanto Co. 11,420 950,715
Morton International, Inc. 14,700 455,700
Nalco Chemical Co. 6,680 233,800
PPG Industries, Inc. 20,300 799,313
Praxair, Inc. 13,500 320,625
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - CONTINUED
CHEMICALS & PLASTICS - CONTINUED
Raychem Corp. 4,400 $ 156,750
Rohm & Haas Co. 6,600 383,625
Union Carbide Corp. 14,600 467,200
15,038,477
IRON & STEEL - 0.3%
Armco, Inc. (a) 10,300 72,100
Bethlehem Steel Corp. (a) 10,900 153,963
Inland Steel Industries, Inc. 4,300 109,113
Nucor Corp. 8,700 417,600
USX-U.S. Steel Group 7,560 230,580
Worthington Industries, Inc. 9,025 170,347
1,153,703
METALS & MINING - 0.7%
Alcan Aluminium Ltd. 22,355 634,734
Aluminum Co. of America 17,620 790,698
ASARCO, Inc. 4,100 111,725
Cyprus Amax Minerals Co. 9,050 252,269
Inco Ltd. 11,519 298,392
Phelps Dodge Corp. 7,040 398,640
Reynolds Metals Co. 5,240 263,965
2,750,423
PACKAGING & CONTAINERS - 0.3%
Ball Corp. 2,999 102,716
Bemis Co., Inc. 5,000 138,750
Corning, Inc. 22,640 755,610
Crown Cork & Seal Co., Inc. (a) 8,880 379,620
1,376,696
PAPER & FOREST PRODUCTS - 1.7%
Boise Cascade Corp. 4,700 153,925
Champion International Corp. 9,300 409,200
Federal Paper Board Co., Inc. 4,100 121,463
Georgia-Pacific Corp. 9,000 714,375
International Paper Co. 12,300 947,100
James River Corp. of Virginia 8,000 217,000
Kimberly-Clark Corp. 16,080 910,530
Louisiana-Pacific Corp. 11,160 284,580
Mead Corp. 5,600 289,800
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - CONTINUED
Potlatch Corp. 2,940 $ 125,318
Scott Paper Co. 7,510 669,329
Stone Container Corp. (a) 9,014 179,153
Temple-Inland, Inc. 5,600 246,400
Union Camp Corp. 7,000 350,875
Westvaco Corp. 6,700 281,400
Weyerhaeuser Co. 20,400 856,800
6,757,248
TOTAL BASIC INDUSTRIES 27,076,547
CONGLOMERATES - 1.2%
Allied-Signal, Inc. 27,900 1,105,538
Crane Co. 2,900 100,775
Dial Corp. (The) 9,200 221,950
Harris Corp. 3,800 178,600
ITT Corp. 10,470 1,094,115
Teledyne, Inc. 5,560 136,915
Textron, Inc. 8,800 501,600
Tyco International Ltd. 7,390 387,975
United Technologies Corp. 12,270 897,244
Whitman Corp. 10,500 191,625
4,816,337
CONSTRUCTION & REAL ESTATE - 0.5%
BUILDING MATERIALS - 0.3%
Armstrong World Industries, Inc. 3,810 173,355
Masco Corp. 15,900 405,450
Owens-Corning Fiberglas Corp. (a) 4,300 157,488
Sherwin-Williams Co. 8,440 300,675
1,036,968
CONSTRUCTION - 0.0%
Centex Corp. 2,860 68,640
Kaufman & Broad Home Corp. 3,200 42,000
Morrison-Knudsen Corp. 3,200 25,200
Pulte Corp. 2,800 60,550
Skyline Corp. 1,200 21,300
217,690
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
CONSTRUCTION & REAL ESTATE - CONTINUED
ENGINEERING - 0.2%
EG & G, Inc. 5,520 $ 93,150
Fluor Corp. 8,230 423,845
Foster Wheeler Corp. 3,600 133,200
650,195
TOTAL CONSTRUCTION & REAL ESTATE 1,904,853
DURABLES - 3.6%
AUTOS, TIRES, & ACCESSORIES - 2.9%
Chrysler Corp. 35,000 1,509,375
Cooper Tire & Rubber Co. 8,200 200,900
Cummins Engine Co., Inc. 4,200 187,950
Dana Corp. 9,700 249,775
Eaton Corp. 7,780 446,378
Echlin, Inc. 5,800 211,700
Ford Motor Co. 101,200 2,732,400
General Motors Corp. 74,563 3,364,655
Genuine Parts Co. 12,025 465,969
Goodyear Tire & Rubber Co. 14,900 566,200
Johnson Controls, Inc. 4,100 222,425
NACCO Industries, Inc. Class A 900 49,838
Navistar International Corp. (a) 7,360 103,960
PACCAR, Inc. 3,938 181,148
Pep Boys-Manny, Moe & Jack 6,000 154,500
SPX Corp. 1,300 17,713
Snap-on Tools Corp. 4,300 160,175
TRW, Inc. 6,360 473,025
11,298,086
CONSUMER ELECTRONICS - 0.3%
Black & Decker Corp. 8,300 249,000
Maytag Co. 10,700 184,575
Newell Co. 15,700 370,913
Stanley Works 4,500 178,313
Whirlpool Corp. 7,400 405,150
1,387,951
HOME FURNISHINGS - 0.0%
Bassett Furniture Industries, Inc. 1,400 37,450
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
DURABLES - CONTINUED
TEXTILES & APPAREL - 0.4%
Hartmarx Corp. (a) 3,300 $ 18,150
Liz Claiborne, Inc. 7,800 140,400
NIKE, Inc. Class B 7,080 542,505
Oshkosh B'Gosh, Inc. Class A 1,300 21,450
Reebok International Ltd. 8,100 253,125
Russell Corp. 4,000 118,000
Springs Industries, Inc. Class A 1,800 69,975
Stride Rite Corp. 4,800 57,000
VF Corp. 6,300 318,150
1,538,755
TOTAL DURABLES 14,262,242
ENERGY - 9.4%
COAL - 0.0%
Eastern Enterprises Co. 2,100 62,738
ENERGY SERVICES - 0.8%
Baker Hughes, Inc. 14,000 315,000
Dresser Industries, Inc. 17,940 392,438
Halliburton Co. 11,180 429,033
Helmerich & Payne, Inc. 2,500 74,063
McDermott International, Inc. 5,400 148,500
Rowan Companies, Inc. (a) 8,400 57,750
Schlumberger Ltd. 23,880 1,501,455
2,918,239
OIL & GAS - 8.6%
Amerada Hess Corp. 9,140 462,713
Amoco Corp. 49,210 3,229,406
Ashland, Inc. 5,930 219,410
Atlantic Richfield Co. 15,820 1,811,390
Burlington Resources, Inc. 12,600 492,975
Chevron Corp. 64,480 3,054,740
Coastal Corp. (The) 10,400 309,400
Exxon Corp. 122,660 8,540,203
Kerr-McGee Corp. 5,160 267,675
Louisiana Land & Exploration Co. 3,240 118,665
Mobil Corp. 39,050 3,704,869
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Occidental Petroleum Corp. 30,800 $ 708,400
Oryx Energy Co. (a) 9,860 135,575
Pennzoil Co. 4,630 226,291
Phillips Petroleum Co. 25,800 903,000
Royal Dutch Petroleum Co. 49,420 6,128,080
Santa Fe Energy Resources, Inc. (a) 8,966 84,056
Sun Company, Inc. 10,480 315,710
Texaco, Inc. 25,740 1,759,973
USX-Marathon Group 28,300 530,625
Unocal Corp. 23,972 689,195
33,692,351
TOTAL ENERGY 36,673,328
FINANCE - 10.7%
BANKS - 5.3%
Banc One Corp. 40,222 1,186,549
BankAmerica Corp. 37,064 1,834,668
Bank of Boston Corp. 10,575 354,263
Bankers Trust New York Corp. 7,650 415,013
Bank of New York Co., Inc. 18,500 608,188
Barnett Banks, Inc. 9,500 444,125
Boatmen's Bancshares, Inc. 12,700 422,275
Chase Manhattan Corp. 17,595 769,781
Chemical Banking Corp. 24,067 1,004,797
Citicorp 38,969 1,807,187
CoreStates Financial Corp. 14,200 463,275
First Chicago Corp. 9,016 498,134
First Fidelity Bancorporation 8,006 386,290
First Interstate Bancorp 7,910 608,081
First Union Corp. 17,319 783,685
Fleet Financial Group, Inc. 14,032 459,548
Keycorp 23,855 638,121
Mellon Bank Corp. 14,613 573,560
Morgan (J.P.) & Co., Inc. 18,719 1,228,434
NBD Bancorp, Inc. 15,750 482,344
National City Corp. 14,669 401,564
NationsBank Corp. 27,250 1,362,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
BANKS - CONTINUED
Norwest Corp. 30,600 $ 810,900
PNC Financial Corp. 23,160 581,895
Shawmut National Corp. 12,015 318,398
SunTrust Banks, Inc. 11,600 629,300
U.S. Bancorp 9,650 266,581
Wachovia Corp. 16,800 590,100
Wells Fargo & Co. 5,001 829,541
20,759,097
CREDIT & OTHER FINANCE - 1.0%
American Express Co. 49,072 1,705,252
Beneficial Corp. 4,900 199,675
Dean Witter Discover & Co. 16,918 716,900
Household International, Inc. 9,627 451,266
MBNA Corp. 14,600 441,650
Transamerica Corp. 7,022 397,621
3,912,364
FEDERAL SPONSORED CREDIT - 0.9%
Federal Home Loan Mortgage Corporation 17,900 1,167,975
Federal National Mortgage Association 27,070 2,388,928
3,556,903
INSURANCE - 3.0%
Aetna Life & Casualty Co. 11,230 640,110
Alexander & Alexander Services, Inc. 4,400 105,050
American General Corp. 20,120 663,960
American International Group, Inc. 31,175 3,327,931
CIGNA Corp. 7,220 524,353
Chubb Corp. (The) 8,680 694,400
Continental Corp. 5,400 106,650
General Re Corp. 8,040 1,024,095
Jefferson Pilot Corp. 4,715 267,576
Lincoln National Corp. 9,460 385,495
Marsh & McLennan Companies, Inc. 7,360 576,840
Providian Corp. 9,520 324,870
SAFECO Corp. 6,160 348,040
St. Paul Companies, Inc. (The) 8,400 404,250
Torchmark Corp. 7,120 277,680
Travelers, Inc. (The) 31,721 1,312,456
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
INSURANCE - CONTINUED
UNUM Corp. 7,100 $ 304,413
USF&G Corp. 9,300 137,175
USLIFE Corp. 2,180 82,840
11,508,184
SAVINGS & LOANS - 0.2%
Ahmanson (H.F.) & Co. 10,200 214,200
Golden West Financial Corp. 5,900 269,925
Great Western Financial Corp. 13,160 278,005
762,130
SECURITIES INDUSTRY - 0.3%
Merrill Lynch & Co., Inc. 18,100 823,550
Salomon, Inc. 10,400 375,700
1,199,250
TOTAL FINANCE 41,697,928
HEALTH - 9.1%
DRUGS & PHARMACEUTICALS - 5.2%
Allergan, Inc. 6,200 168,175
ALZA Corp. Class A (a) 8,200 159,900
American Home Products Corp. 30,160 2,326,090
Amgen, Inc. (a) 13,200 959,475
Bristol-Myers Squibb Co. 50,390 3,281,649
Lilly (Eli) & Co. 28,960 2,164,760
Merck & Co., Inc. 124,490 5,337,509
Pfizer, Inc. 31,140 2,697,503
Schering-Plough Corp. 18,470 1,392,176
Sigma Aldrich Corp. 5,000 221,250
Upjohn Co. 17,060 618,425
Warner-Lambert Co. 13,240 1,055,890
20,382,802
MEDICAL EQUIPMENT & SUPPLIES - 3.0%
Abbott Laboratories 79,320 3,123,225
Bard (C.R.), Inc. 5,200 151,450
Bausch & Lomb, Inc. 5,940 230,175
Baxter International, Inc. 27,800 966,050
Becton Dickinson & Co. 6,700 373,525
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Biomet, Inc. (a) 11,400 $ 199,500
Boston Scientific Corp. (a) 14,700 400,575
Johnson & Johnson 63,620 4,135,300
Mallinckrodt Group, Inc. 7,630 274,680
Medtronic, Inc. 11,500 855,313
Millipore Corp. 2,350 144,231
Pall Corp. 11,566 270,355
St. Jude Medical, Inc. 4,500 193,500
U.S. Surgical Corp. 5,700 126,825
11,444,704
MEDICAL FACILITIES MANAGEMENT - 0.9%
Beverly Enterprises, Inc. (a) 8,400 120,750
Columbia/HCA Healthcare Corp. 43,620 1,832,040
Community Psychiatric Centers 4,400 58,300
Manor Care, Inc. 6,250 183,594
National Medical Enterprises, Inc. (a) 19,800 336,600
United HealthCare Corp. 17,100 619,875
U.S. Healthcare, Inc. 15,900 425,325
3,576,484
TOTAL HEALTH 35,403,990
HOLDING COMPANIES - 0.3%
CINergy Corp. 15,417 387,352
Norfolk Southern Corp. 13,240 892,045
1,279,397
INDUSTRIAL MACHINERY & EQUIPMENT - 5.3%
ELECTRICAL EQUIPMENT - 3.3%
Emerson Electric Co. 22,170 1,490,933
General Electric Co. 169,100 9,469,600
General Signal Corp. 4,560 169,290
Grainger (W.W.), Inc. 5,100 308,550
Honeywell, Inc. 12,680 489,765
Scientific-Atlanta, Inc. 7,600 172,900
Westinghouse Electric Corp. 35,230 528,450
Zenith Electronics Corp. (a) 4,600 34,500
12,663,988
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 1.4%
Briggs & Stratton Corp. 2,800 $ 98,350
Caterpillar, Inc. 19,860 1,161,810
Cincinnati Milacron, Inc. 3,400 90,950
Clark Equipment Co. (a) 1,640 140,220
Cooper Industries, Inc. 11,610 452,790
Deere & Co. 8,490 696,180
Dover Corp. 5,560 361,400
Giddings & Lewis, Inc. 3,300 59,813
Harnischfeger Industries, Inc. 4,600 135,700
Illinois Tool Works, Inc. 11,160 559,395
Ingersoll-Rand Co. 10,340 369,655
Parker-Hannifin Corp. 4,800 249,600
Tenneco, Inc. 16,655 764,048
Timken Co. 3,144 126,939
TRINOVA Corp. 2,900 100,775
Varity Corp. (a) 4,190 177,028
5,544,653
POLLUTION CONTROL - 0.6%
Browning-Ferris Industries, Inc. 19,560 645,480
Laidlaw, Inc. Class B 27,500 248,442
Ogden Corp. 4,900 99,838
Safety Kleen Corp. 5,625 95,625
WMX Technologies, Inc. 47,760 1,301,460
Zurn Industries, Inc. 1,310 26,364
2,417,209
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 20,625,850
MEDIA & LEISURE - 4.7%
BROADCASTING - 1.6%
CBS, Inc. 5,980 383,468
Capital Cities/ABC, Inc. 15,310 1,293,695
Comcast Corp. Class A 23,750 374,063
Tele-Communications, Inc. Class A (a) 62,600 1,197,225
Time Warner, Inc. 37,402 1,369,848
Viacom, Inc. Class B (a) 35,400 1,623,975
6,242,274
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
ENTERTAINMENT - 0.8%
Disney (Walt) Co. 51,420 $ 2,847,383
King World Productions, Inc. (a) 3,700 148,925
2,996,308
LEISURE DURABLES & TOYS - 0.3%
Brunswick Corp. 9,500 203,063
Fleetwood Enterprises, Inc. 4,600 105,800
Hasbro, Inc. 8,750 277,813
Mattel, Inc. 21,956 521,455
Outboard Marine Corp. 2,000 44,250
1,152,381
LODGING & GAMING - 0.3%
Bally Entertainment Corp. (a) 4,700 48,763
Hilton Hotels Corp. 4,840 369,655
Marriott International, Inc. 12,200 439,200
Promus Companies, Inc. (a) 10,050 386,925
1,244,543
PUBLISHING - 1.0%
American Greetings Corp. Class A 7,260 197,835
Dow Jones & Co., Inc. 9,600 336,000
Dun & Bradstreet Corp. 16,720 871,530
Gannett Co., Inc. 13,850 728,856
Harcourt General, Inc. 7,076 289,232
Knight-Ridder, Inc. 5,380 291,865
McGraw-Hill, Inc. 4,850 361,931
Meredith Corp. 2,800 70,000
New York Times Co. (The) Class A 9,900 223,988
Times Mirror Co. Class A 11,800 213,875
Tribune Co. 6,690 395,546
3,980,658
RESTAURANTS - 0.7%
Luby's Cafeterias, Inc. 2,350 44,650
McDonald's Corp. 69,100 2,418,500
Ryan's Family Steak Houses, Inc. (a) 5,200 36,400
Shoney's, Inc. (a) 4,000 46,000
Wendy's International, Inc. 10,100 171,700
2,717,250
TOTAL MEDIA & LEISURE 18,333,414
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - 11.2%
AGRICULTURE - 0.1%
Pioneer Hi-Bred International, Inc. 8,300 $ 311,250
BEVERAGES - 3.5%
Anheuser-Busch Companies, Inc. 25,670 1,492,069
Brown-Forman Corp. Class B 6,880 227,040
Coca-Cola Company (The) 127,040 7,384,200
Coors (Adolph) Co. Class B 3,700 60,588
PepsiCo, Inc. 78,360 3,261,735
Seagram Co. Ltd. 36,720 995,214
13,420,846
FOODS - 2.8%
Archer-Daniels-Midland Co. 51,099 932,557
CPC International, Inc. 14,420 845,373
Campbell Soup Co. 24,680 1,264,850
ConAgra, Inc. (a) 24,450 812,963
General Mills, Inc. 15,520 946,720
Heinz (H.J.) Co. 24,000 1,008,000
Hershey Foods Corp. 8,660 454,650
Kellogg Co. 22,040 1,399,540
Quaker Oats Co. 13,300 477,138
Ralston Purina Co. 9,980 474,050
Sara Lee Corp. 47,400 1,321,275
SYSCO Corp. 18,140 507,920
Wrigley (Wm.) Jr. Co. 11,580 513,863
10,958,899
HOUSEHOLD PRODUCTS - 3.0%
Alberto Culver Co. Class B 2,800 88,200
Avon Products, Inc. 6,810 430,733
Clorox Co. 5,160 303,150
Colgate-Palmolive Co. 14,260 1,001,765
Gillette Co. 21,980 1,802,360
International Flavors & Fragrances, Inc. 10,950 562,556
Premark International, Inc. 6,100 294,325
Procter & Gamble Co. 67,760 4,734,730
Rubbermaid, Inc. 15,980 471,410
Unilever NV ADR 15,870 2,120,629
11,809,858
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - CONTINUED
TOBACCO - 1.8%
American Brands, Inc. 18,960 $ 767,880
Philip Morris Companies, Inc. 84,160 5,701,840
UST, Inc. 19,800 556,875
7,026,595
TOTAL NONDURABLES 43,527,448
PRECIOUS METALS - 0.6%
Barrick Gold Corp. 34,500 839,633
Echo Bay Mines Ltd. 11,200 108,411
Homestake Mining Co. 13,700 231,188
Newmont Mining Corp. 8,438 353,341
Placer Dome, Inc. 23,500 561,092
Santa Fe Pacific Gold Corp. 13,045 164,693
2,258,358
RETAIL & WHOLESALE - 5.3%
APPAREL STORES - 0.5%
Brown Group, Inc. 1,700 47,175
Charming Shoppes, Inc. 10,200 55,463
Gap, Inc. 14,280 455,175
Limited, Inc. (The) 35,300 754,538
Melville Corp. 10,360 370,370
TJX Companies, Inc. 7,200 82,800
1,765,521
DRUG STORES - 0.2%
Long Drug Stores, Inc. 1,970 66,734
Rite Aid Corp. 8,400 195,300
Walgreen Co. 12,220 574,340
836,374
GENERAL MERCHANDISE STORES - 3.0%
Dayton Hudson Corp. 7,150 479,944
Dillard Department Stores, Inc. Class A 11,260 291,353
K mart Corp. 45,100 625,763
May Department Stores Co. (The) 24,480 887,400
Mercantile Stores Co., Inc. 3,710 164,168
Nordstrom, Inc. 8,200 315,700
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - CONTINUED
Penney (J.C.) Co., Inc. 23,020 $ 1,007,125
Price/Costco, Inc. (a) 19,295 282,189
Sears, Roebuck & Co. 38,210 2,072,893
Wal-Mart Stores, Inc. 227,260 5,397,425
Woolworth Corp. 13,140 210,240
11,734,200
GROCERY STORES - 0.7%
Albertson's, Inc. 25,180 796,318
American Stores Co. 14,580 373,613
Bruno's, Inc. 7,800 95,550
Fleming Companies, Inc. 3,624 87,882
Giant Food, Inc. Class A 5,900 158,563
Great Atlantic & Pacific Tea Co., Inc. 3,850 96,731
Kroger Co. (The) (a) 11,600 295,800
Supervalu, Inc. 7,100 187,263
Winn-Dixie Stores, Inc. 7,420 410,883
2,502,603
RETAIL & WHOLESALE, MISCELLANEOUS - 0.9%
Circuit City Stores, Inc. 9,600 248,400
Handleman Co. (Del.) 3,400 36,125
Home Depot, Inc. (The) 44,682 1,865,474
Lowe's Companies, Inc. 15,660 452,183
Tandy Corp. 7,166 354,717
Toys "R" Us, Inc. (a) 27,525 695,006
3,651,905
TOTAL RETAIL & WHOLESALE 20,490,603
SERVICES - 0.8%
ADVERTISING - 0.1%
Interpublic Group of Companies, Inc. 7,700 292,600
LEASING & RENTAL - 0.0%
Ryder Systems, Inc. 7,700 179,988
PRINTING - 0.4%
Alco Standard Corp. 5,300 375,638
Deluxe Corp. 8,100 250,088
Donnelley (R.R.) & Sons Co. 15,120 514,080
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SERVICES - CONTINUED
PRINTING - CONTINUED
Harland (John H.) Co. 3,100 $ 68,975
Moore Corporation Ltd. 9,937 196,952
1,405,733
SERVICES - 0.3%
Block (H & R), Inc. 9,680 407,770
Ecolab, Inc. 6,600 151,800
Jostens, Inc. 4,400 88,550
National Service Industries, Inc. 4,900 138,425
Service Corp. International 9,350 264,138
Western Atlas, Inc. (a) 5,140 231,300
1,281,983
TOTAL SERVICES 3,160,304
TECHNOLOGY - 10.6%
COMMUNICATIONS EQUIPMENT - 0.7%
Andrew Corp. (a) 3,750 185,625
Cisco Systems, Inc. (a) 26,500 1,056,688
DSC Communications Corp. (a) 11,300 418,100
M/A-Com, Inc. (a) 2,500 29,063
Northern Telecom Ltd. 25,100 916,295
2,605,771
COMPUTER SERVICES & SOFTWARE - 2.7%
Autodesk, Inc. 4,740 161,456
Automatic Data Processing, Inc. 14,060 903,355
CUC International, Inc. 11,200 442,400
Ceridian Corp. (a) 4,500 155,250
Computer Associates International, Inc. 15,900 1,023,563
Computer Sciences Corp. (a) 5,350 264,156
First Data Corp. 11,900 669,375
Lotus Development Corp. (a) 4,800 151,200
Microsoft Corp. (a) 57,400 4,692,450
Novell, Inc. (a) 36,300 789,525
Oracle Systems Corp. (a) 42,400 1,293,200
Shared Medical Systems Corp. 2,200 83,050
10,628,980
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 3.7%
Amdahl Corp. (a) 11,600 $ 137,750
Apple Computer, Inc. 11,850 453,263
Compaq Computer Corp. (a) 25,880 983,440
Cray Research, Inc. (a) 2,460 48,585
Data General Corp. (a) 3,700 29,138
Digital Equipment Corp. (a) 14,420 665,123
Hewlett-Packard Co. 50,360 3,330,055
Intergraph Corp. (a) 4,500 48,375
International Business Machines Corp. 57,970 5,492,658
Pitney Bowes, Inc. 15,340 569,498
Silicon Graphics, Inc. (a) 14,100 528,750
Sun Microsystems, Inc. (a) 9,400 374,825
Tandem Computers, Inc. (a) 11,500 146,625
Unisys Corp. (a) 16,900 173,225
Xerox Corp. 10,550 1,298,969
14,280,279
ELECTRONIC INSTRUMENTS - 0.2%
Applied Materials, Inc. (a) 8,500 523,813
Perkin-Elmer Corp. 4,200 130,725
Tektronix, Inc. 3,100 141,050
795,588
ELECTRONICS - 2.8%
Advanced Micro Devices, Inc. (a) 10,700 385,200
AMP, Inc. 20,780 888,345
Intel Corp. 40,880 4,185,090
Micron Technology, Inc. 10,200 838,950
Motorola, Inc. 57,900 3,293,063
National Semiconductor Corp. (a) 12,200 279,075
Texas Instruments, Inc. 9,080 962,480
Thomas & Betts Corp. 1,860 118,575
10,950,778
PHOTOGRAPHIC EQUIPMENT - 0.5%
Eastman Kodak Co. 33,670 1,936,025
Polaroid Corp. 4,640 157,760
2,093,785
TOTAL TECHNOLOGY 41,355,181
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TRANSPORTATION - 1.3%
AIR TRANSPORTATION - 0.3%
AMR Corp. (a) 7,570 $ 510,029
Delta Air Lines, Inc. 5,080 332,105
Pittston Co. Services Group 4,200 99,750
Southwest Airlines Co. 14,200 328,375
USAir Group, Inc. (a) 5,900 42,775
1,313,034
RAILROADS - 0.8%
Burlington Northern, Inc. 8,750 520,625
CSX Corp. 10,300 820,138
Conrail, Inc. 7,340 400,948
Santa Fe Pacific Corp. 14,771 345,272
Union Pacific Corp. 20,440 1,121,645
3,208,628
TRUCKING & FREIGHT - 0.2%
Consolidated Freightways, Inc. 4,200 107,100
Federal Express Corp. (a) 5,590 380,120
Roadway Services, Inc. 3,800 184,300
Yellow Corp. 2,700 48,600
720,120
TOTAL TRANSPORTATION 5,241,782
UTILITIES - 12.2%
CELLULAR - 0.3%
AirTouch Communications, Inc. (a) 48,830 1,312,306
ELECTRIC UTILITY - 3.5%
American Electric Power Co., Inc. 18,200 596,050
Baltimore Gas & Electric Co. 14,650 346,106
Carolina Power & Light Co. 15,400 423,500
Central & South West Corp. 18,680 459,995
Consolidated Edison Co. of New York, Inc. 23,300 646,575
Detroit Edison Company 14,400 406,800
Dominion Resources, Inc. (Va.) 16,910 617,215
Duke Power Co. 20,160 796,320
Entergy Corp. 22,400 487,200
FPL Group, Inc. 18,400 676,200
General Public Utilities Corp. 11,300 322,050
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
Houston Industries, Inc. 12,900 $ 509,550
Niagara Mohawk Power Corp. 14,300 198,413
Northern States Power Co. (Minn.) 6,660 294,705
Ohio Edison Co. 15,000 301,875
Pacific Gas & Electric Co. 42,800 1,150,250
PacifiCorp. 28,000 532,000
Peco Energy Co. 22,000 566,500
Public Service Enterprise Group, Inc. 24,100 662,750
SCEcorp 44,200 740,350
Southern Co. 64,500 1,330,313
Texas Utilities Co. 22,386 730,343
Unicom Corp. 21,100 553,875
Union Electric Co. 10,000 356,250
13,705,185
GAS - 0.8%
Columbia Gas System, Inc. (The) (a) 4,920 145,140
Consolidated Natural Gas Co. 9,290 365,794
Enron Corp. 24,940 847,960
ENSERCH Corp. 6,700 115,575
NICOR, Inc. 5,240 129,690
Noram Energy Corp. 12,200 74,725
ONEOK, Inc. 2,700 51,638
Pacific Enterprises 8,180 201,433
Panhandle Eastern Corp. 14,800 355,200
Peoples Energy Corp. 3,500 88,375
Sonat, Inc. 8,560 260,010
Williams Companies, Inc. 8,900 292,588
2,928,128
TELEPHONE SERVICES - 7.6%
AT&T Corp. 155,162 7,874,472
ALLTEL Corp. 18,700 462,825
Ameritech Corp. 54,600 2,457,000
Bell Atlantic Corp. 43,050 2,362,369
BellSouth Corp. 49,120 3,008,600
GTE Corp. 95,180 3,248,018
MCI Communications Corp. 67,260 1,462,905
NYNEX Corp. 41,820 1,709,393
Pacific Telesis Group 41,830 1,291,501
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
SBC Communications, Inc. 59,220 $ 2,613,083
Sprint Corp. 34,390 1,134,870
U.S. West, Inc. 45,140 1,867,668
29,492,704
TOTAL UTILITIES 47,438,323
TOTAL COMMON STOCKS
(Cost $282,543,635) 372,375,531
U.S. TREASURY OBLIGATIONS - 0.4%
PRINCIPAL
AMOUNT
8 5/8%, 10/15/95 (b) $ 500,000 505,390
U.S. Treasury Bills, yields at date of purchase
5.65% to 5.98%, 7/6/95 to 7/13/95 (b) 1,200,000 1,187,352
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $1,740,443) 1,692,742
REPURCHASE AGREEMENTS - 4.1%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.93%,
dated 4/28/95 due 5/1/95 $ 16,060,927 16,053,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $300,337,078) $ 390,121,273
FUTURES CONTRACTS
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
72 S&P 500 Index Contracts June 1995 $ 18,603,000 $ 265,385
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 4.8%

LEGEND
(c) Non-income producing
(d) Security pledged to cover margin requirements for futures contracts. At
the period end, the value of securities pledged amounted to $1,692,742.
INCOME TAX INFORMATION
At April 30, 1995, the aggregate cost of investment securities for income
tax purposes was $300,451,567. Net unrealized appreciation aggregated
$89,669,706, of which $98,051,325 related to appreciated investment
securities and $8,381,619 related to depreciated investment securities.
The fund hereby designates $217,858 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1995

7.ASSETS

Investment in securities, at value (including repurchase $ 390,121,273
agreements of $16,053,000) (cost $300,337,078) -
See accompanying schedule

Cash 607

Receivable for fund shares sold 1,094,311

Dividends receivable 642,648

Interest receivable 1,768

Redemption fees receivable 600

Receivable for daily variation on futures contracts 52,200

Other receivables 1,605

8.TOTAL ASSETS 391,915,012

9.LIABILITIES

Payable for investments purchased $ 795,270

Payable for fund shares redeemed 243,362

Accrued management fee 140,755

Other payables and accrued expenses 2,249

10.TOTAL LIABILITIES 1,181,636

11.NET ASSETS $ 390,733,376

Net Assets consist of:

Paid in capital $ 298,591,466

Undistributed net investment income 940,430

Accumulated undistributed net realized gain (loss) on 1,151,434
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 90,050,046
investments and assets and liabilities in foreign
currencies

12.NET ASSETS, for 10,197,006 shares outstanding $ 390,733,376

13.NET ASSET VALUE, offering price and redemption price $38.32
per share ($390,733,376 (divided by) 10,197,006 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED APRIL 30, 1995

14.INVESTMENT INCOME $ 8,457,354
Dividends

Interest 753,846

15.TOTAL INCOME 9,211,200

16.EXPENSES

Management fee $ 1,407,623

Non-interested trustees' compensation 1,556

17.TOTAL EXPENSES 1,409,179

18.NET INVESTMENT INCOME 7,802,021

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

Investment securities 1,100,511

Foreign currency transactions 41

Futures contracts 1,747,909 2,848,461

Change in net unrealized appreciation (depreciation) on:

Investment securities 41,048,130

Assets and liabilities in foreign currencies 466

Futures contracts 295,435 41,344,031

20.NET GAIN (LOSS) 44,192,492

21.NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 51,994,513
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED APRIL 30,

1995 1994

22.INCREASE (DECREASE) IN NET ASSETS

Operations $ 7,802,021 $ 7,170,518
Net investment income

Net realized gain (loss) 2,848,461 (1,846,869)

Change in net unrealized appreciation (depreciation) 41,344,031 10,049,460

23.NET INCREASE (DECREASE) IN NET ASSETS RESULTING 51,994,513 15,373,109
FROM OPERATIONS

Distributions to shareholders (7,123,676) (7,060,930)
From net investment income

From net realized gain - (1,588,864)

In excess of net realized gain - (70,859)

24.TOTAL DISTRIBUTIONS (7,123,676) (8,720,653)

Share transactions 104,977,282 71,828,516
Net proceeds from sales of shares

Reinvestment of distributions 6,644,624 8,306,752

Cost of shares redeemed (48,508,037) (109,030,499)

Redemption fees 46,343 46,171

25. NET INCREASE (DECREASE) IN NET ASSETS RESULTING 63,160,212 (28,849,060)
FROM SHARE TRANSACTIONS

26.TOTAL INCREASE (DECREASE) IN NET ASSETS 108,031,049 (22,196,604)

27.NET ASSETS

Beginning of period 282,702,327 304,898,931

End of period (including undistributed net investment $ 390,733,376 $ 282,702,327
income of $940,430 and $331,986, respectively)

28.OTHER INFORMATION
Shares

Sold 2,955,598 2,066,131

Issued in reinvestment of distributions 191,438 244,698

Redeemed (1,392,315) (3,152,524)

Net increase (decrease) 1,754,721 (841,695)

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED APRIL 30,

1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations

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

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

Total from investment operations 5.62 1.62 2.70 3.76 4.25

Less Distributions

From net investment income (.80) (.80) (.81) (.83) (.85)

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

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

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

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

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

TOTAL RETURN A 17.08% 4.95% 8.85% 13.74% 18.04%

RATIOS AND SUPPLEMENTAL DATA

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

Ratio of expenses to average .45% .45% .44% .35% .28%
net assets

Ratio of expenses to average .45% .45% .45% .45% .45%
net assets before expense
reductions

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

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

</TABLE>

A 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.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1995

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.
Effective May 1, 1994, the fund adopted Statement of Position (SOP) 93-4:
Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, 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. Further, as permitted under the SOP, the effects of changes in
foreign currency exchange rates on investments in securities are not
segregated in the Statement of Operations from the effects of changes in
market prices of those securities, but 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 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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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.
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 losses on
futures and options transactions and losses deferred due to excise tax
regulations. 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. 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.
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.
2. OPERATING POLICIES.
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.
2. OPERATING POLICIES -
CONTINUED
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. FMR, the fund's
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to the resale price.
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 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. 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 $58,652,316 and $6,658,551, respectively.
The market value of futures contracts opened and closed during the period
amounted to $105,165,487 and $93,109,331, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management &
Research Company (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 the fund. To
offset the cost of providing these services, FMR or its affiliates collect
certain transaction fees from the fund's shareholders which amounted to
$122,712 for the period.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Market Index Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Commonwealth Trust: Fidelity Market Index Fund, including the
schedule of portfolio investments, as of April 30, 1995, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned at April 30, 1995 by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Commonwealth Trust: Fidelity Market Index Fund as of April 30,
1995, the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended,
in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 6, 1995
DISTRIBUTIONS

The Board of Trustees of Fidelity Market Index Fund voted to pay on June
5,1995 to shareholders of record at the opening of business on June 2,
1995, a distribution of $.13 derived from capital gains realized from sales
of portfolio securities and a dividend of $.23 from net investment income.
A total of 100% of the dividends distributed during the fiscal year
qualifies for the dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January of the applicable percentage
for use in preparing 1995 income tax returns.
TO WRITE 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)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)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 193
Boston, MA 02210-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(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
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
Stephen P. Jonas, 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

INTERMEDIATE BOND
FUND
ANNUAL REPORT
APRIL 30, 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 21 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 25 Notes to the financial statements.

REPORT OF INDEPENDENT 30 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 31

DEAR SHAREHOLDER:
Although there have been some positive market indications so far in 1995,
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. Each figure
includes changes in a fund's share price, plus reinvestment of any
dividends (or income) and capital gains (the profits the fund earns when it
sells bonds that have grown in value). You can also look at the fund's
income to measure performance.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Intermediate Bond 5.32% 51.34% 139.37%

Lehman Brothers Intermediate
Government-Corporate Bond Index 6.51% 51.93% 141.47%

Average Intermediate Investment Grade
Bond Fund 6.01% 50.91% 143.52%

Consumer Price Index 3.05% 17.84% 42.10%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, 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
130 funds with similar objectives tracked by Lipper Analytical Services
over the past 12 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 APRIL 30, 1995 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Intermediate Bond 5.32% 8.64% 9.12%

Lehman Brothers Intermediate
Government-Corporate Bond Index 6.51% 8.73% 9.22%

Average Intermediate Investment Grade 6.01% 8.56% 9.29%
Bond Fund

Consumer Price Index 3.05% 3.34% 3.58%

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
Intermediate BonGovernment/Corpo
04/30/85 10000.00 10000.00
05/31/85 10561.02 10382.00
06/30/85 10666.65 10486.86
07/31/85 10586.53 10485.81
08/31/85 10806.40 10637.85
09/30/85 10837.93 10717.64
10/31/85 11016.64 10879.47
11/30/85 11258.42 11067.69
12/31/85 11573.78 11324.46
01/31/86 11689.41 11396.94
02/28/86 12099.38 11664.76
03/31/86 12414.74 11971.55
04/30/86 12404.23 12051.76
05/31/86 12185.22 11911.96
06/30/86 12508.23 12188.31
07/31/86 12597.34 12311.42
08/31/86 12853.52 12588.42
09/30/86 12742.14 12485.20
10/31/86 12920.35 12647.50
11/30/86 13042.87 12767.66
12/31/86 13110.97 12811.07
01/31/87 13259.75 12940.46
02/28/87 13343.44 13006.45
03/31/87 13294.86 12979.14
04/30/87 12944.99 12741.62
05/31/87 12884.67 12712.32
06/30/87 13065.64 12866.14
07/31/87 13077.70 12895.73
08/31/87 13029.44 12862.20
09/30/87 12811.09 12694.99
10/31/87 13109.66 13058.07
11/30/87 13263.86 13141.64
12/31/87 13373.75 13279.63
01/31/88 13766.65 13619.58
02/29/88 13944.31 13770.76
03/31/88 13839.39 13718.43
04/30/88 13787.82 13695.11
05/31/88 13711.21 13634.85
06/30/88 13949.55 13851.65
07/31/88 13940.11 13822.56
08/31/88 13972.27 13843.29
09/30/88 14200.13 14084.17
10/31/88 14388.10 14275.71
11/30/88 14304.60 14154.37
12/31/88 14338.79 14167.11
01/31/89 14490.59 14315.86
02/28/89 14463.49 14257.17
03/31/89 14531.13 14318.47
04/30/89 14749.35 14604.84
05/31/89 15032.92 14894.02
06/30/89 15375.59 15269.35
07/31/89 15675.23 15582.37
08/31/89 15466.63 15381.35
09/30/89 15549.95 15453.65
10/31/89 15874.43 15781.26
11/30/89 15997.58 15931.19
12/31/89 16033.35 15975.79
01/31/90 15872.77 15873.55
02/28/90 15916.08 15932.28
03/31/90 15920.04 15952.99
04/30/90 15816.58 15897.16
05/31/90 16173.99 16246.89
06/30/90 16383.98 16464.60
07/31/90 16597.70 16693.46
08/31/90 16462.32 16625.02
09/30/90 16592.10 16753.03
10/31/90 16741.01 16947.37
11/30/90 17024.34 17204.97
12/31/90 17242.81 17440.67
01/31/91 17410.71 17618.57
02/28/91 17535.37 17759.52
03/31/91 17630.26 17880.28
04/30/91 17810.68 18075.18
05/31/91 17888.97 18185.44
06/30/91 17877.37 18198.17
07/31/91 18084.01 18401.98
08/31/91 18434.76 18753.46
09/30/91 18784.46 19076.02
10/31/91 18957.00 19293.49
11/30/91 19107.62 19515.36
12/31/91 19742.62 19991.54
01/31/92 19450.80 19809.62
02/29/92 19545.37 19886.87
03/31/92 19459.46 19809.31
04/30/92 19558.96 19983.64
05/31/92 19891.30 20293.38
06/30/92 20163.26 20593.73
07/31/92 20654.01 21003.54
08/31/92 20818.45 21213.58
09/30/92 20958.37 21502.08
10/31/92 20727.55 21222.55
11/30/92 20621.11 21141.91
12/31/92 20942.84 21425.21
01/31/93 21428.48 21840.86
02/28/93 21861.78 22185.94
03/31/93 21964.57 22274.69
04/30/93 22081.58 22452.88
05/31/93 22092.74 22403.49
06/30/93 22554.69 22755.22
07/31/93 22769.16 22809.84
08/31/93 23258.55 23172.51
09/30/93 23343.66 23267.52
10/31/93 23487.61 23330.34
11/30/93 23347.03 23199.69
12/31/93 23447.62 23306.41
01/31/94 23722.05 23565.11
02/28/94 23247.29 23216.35
03/31/94 22829.58 22833.28
04/30/94 22727.73 22678.01
05/31/94 22691.05 22693.89
06/30/94 22717.61 22696.16
07/31/94 22949.73 23022.98
08/31/94 22978.01 23094.35
09/30/94 22867.02 22881.88
10/31/94 22874.08 22879.60
11/30/94 22900.53 22776.64
12/31/94 22976.61 22856.36
01/31/95 23240.49 23240.34
02/28/95 23566.16 23721.42
03/31/95 23717.52 23856.63
04/28/95 23936.78 24147.00
$10,000 OVER 10 YEARS: Let's say you invested $10,000 in Intermediate Bond
Fund on April 30, 1985. As the chart shows, by April 30, 1995, the value of
your investment would have grown to $23,937 - a 139.37% 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
$24,147 - a 141.47% 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
YEARS ENDED APRIL 30,

1995 1994 1993 1992 1991

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

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

Total return 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 APRIL 30, 1995 PAST PAST 6 PAST
MONTH MONTHS YEAR

Dividends per share A 5.24(cents) 31.21(cents) 62.72(cents)

Annualized dividend rate 6.36% 6.35% 6.28%

30-day annualized yield 6.33% - -

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 $10.03 over the past month, $9.91 over
the past six months and $9.98 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

MARKET RECAP
A rally starting in mid-November
1994 helped resuscitate the U.S.
bond market, which had been
reeling from several months of
sharply rising interest rates. For
the 12 months ended April 30,
1995, the Lehman Brothers
Aggregate Bond Index - a broad
measure of U.S. taxable bonds -
had a total return of 6.51%. During
the period, the Federal Reserve
Board raised the federal funds
rate - the rate banks charge
each other for overnight loans -
to 6.00%. From March 1994
through October 1994, these
actions, combined with a
strengthening economy, sparked
inflation fears, leading to a sharp
sell-off in the bond markets.
However, from November 1994
through April 1995 prices in the
taxable bond market rebounded.
Investors gained confidence that
the economy was beginning to
slow - reducing the risk of
inflation - and that the Fed may
have been nearing the end of its
interest-rate increases. Outside of
the U.S., interest rates in many
foreign markets moved higher -
and prices lower - through 1994,
before rebounding with the U.S.
market during the first four months
of 1995. While the J.P. Morgan
Emerging Markets Bond Index
was down 1.69% following market
corrections in spring 1994 and
Mexico's devaluation of the peso
in December 1994, bond markets
in the developed world showed
stronger results. A weak U.S.
dollar helped the Salomon
Brothers World Government Bond
Index - which includes U.S.
issues - to post a 15.50% return
during the period.
An interview with Michael Gray, Portfolio Manager of Fidelity Intermediate
Bond Fund
Q. MICHAEL, HOW HAS THE FUND
PERFORMED?
A. Not as well as I would have liked. For the 12 months ended April 30,
1995, the fund had a total return of 5.32%, compared to a return of 6.01%
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 6.51% for the period.
Q. WHY DID THE FUND TRAIL ITS PEERS?
A. Most of the underperformance occurred during the past six months. There
were two reasons for it. First, I believed that there was potential for a
new round of short-term interest rate increases by the Federal Reserve
Board. I felt that if those increases occurred, bonds with short or
intermediate maturities would suffer the most. To protect against this, I
used a barbell strategy - targeting the fund's investments in cash
investments on one end of the maturity spectrum, and in longer-term bonds
on the other end. Unfortunately, despite Fed rate increases in November and
February, short- and intermediate-term bonds actually rallied. So the fund
lost out on some performance there. The second reason was that the fund had
a shorter duration than many of the funds in the Lipper category. Duration
is a measure of a fund's sensitivity to interest rate changes. When
interest rates went down during the period, the fund didn't perform as well
as others. I should add that going forward, I'll be measuring the fund's
performance more closely against the Lehman Brothers Intermediate
Government-Corporate Bond Index. My goal will be to generate returns that
are better than the intermediate market as a whole, while limiting
volatility relative to the benchmark. As a result, I've moved the fund's
duration so that it is more in line with the duration of this index.
Q. HOW HAVE YOU FOCUSED THE FUND'S INVESTMENTS?
A. I've been maintaining a fairly light weighting in corporate bonds and
increasing the fund's exposure to government securities, mostly Treasuries.
Over the past six months, corporate yield spreads - or the difference
between the yield offered by corporates and Treasury issues with the same
maturity - have been relatively tight, meaning that corporates have been
priced relatively high in light of historical levels and haven't offered
enough added yield to offset their lower credit quality, relative to
Treasuries. I've also slightly increased investments in mortgage-backed
securities - such as Ginnie Maes - because they have been more attractive
than corporates.
Q. HAVE YOU FOCUSED YOUR CORPORATE BOND INVESTMENTS IN ANY PARTICULAR
SECTOR?
A. The one area I've overweighted - relative to the index - during the
period has been bonds issued by banks. The credit fundamentals of the bank
positions have been strong. That means banks' earnings have been strong;
the difference between the rates at which banks lend and the rates they pay
has remained wide; there has been tremendous loan demand; and the quality
of the loans has continued to improve. In addition, the forces of supply
and demand have made bank issues more attractive. There has been limited
supply but strong demand.
Q. YOU'VE REDUCED THE FUND'S OVERSEAS INVESTMENTS . . .
A. Yes, I believe the current environment for foreign bonds doesn't look
attractive, so I've cut back on investments there and likely won't invest
in non dollar-denominated securities in the near future. One of the areas I
have maintained a small position in is Yankee bonds, which are U.S.
dollar-denominated foreign bonds issued in the U.S. market. The fund's
Yankee holdings are mostly Canadian provincial securities that have done
quite well.
Q. DID CURRENCIES AFFECT THE FUND?
A. In general, currencies were a negative factor this year. For some
non-dollar bonds, I used currency forward contracts to hedge currency risk.
Some of the currencies I hedged appreciated versus the dollar, causing the
fund to realize losses when the contracts matured. The fund also realized
currency losses from selling some unhedged bonds whose currencies had
weakened versus the dollar. For tax purposes, these currency losses will
cause part of this year's dividend to be treated as a return of capital,
which won't be taxable to the fund's shareholders. As I've reduced foreign
holdings, currency should be less of a factor going forward.
Q. WHAT'S YOUR OUTLOOK GOING FORWARD?
A. I think that the economy could strengthen in the second half of the
year. That re-acceleration of growth could cause inflation to be a little
higher than last year. Some of the indications that this could happen are
strength in industrial prices and firm commodity prices. In addition, the
dollar remains weak, increasing the possibility that higher-priced imported
goods could fuel inflation. If, in fact, this pick-up occurs, the Fed might
re-think its policies.
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 April 30, 1995,
more than $2.4 billion
MANAGER: Michael Gray,
since 1987; also manages
Fidelity Investment Grade
Bond, Fidelity Advisor Limited
Term Bond and Spartan
Investment Grade Bond
funds; joined Fidelity in 1982
(checkmark)
MICHAEL GRAY ON THE RECENT
STRENGTH OF CORPORATE BONDS:
"The corporate bond market
has been strong over the past
six months for two reasons.
The first is that overall credit
quality has improved. The
growth in the economy has
helped companies post strong
earnings. In addition,
companies engaged in a fair
amount of cost cutting in the
early `90s, which really has
helped their balance sheets
through this recovery. They
also took advantage of low
interest rates in 1993,
refinancing high-cost debt
with low-cost debt.
"At the same time, a second
factor has helped. There's
been a very limited supply of
new corporate issues. That's
because strong earnings
have made it less necessary
for companies to issue debt in
order to finance capital
improvements or for other
reasons. In 1994, new
corporate issuance was about
25% of what it had been in
1993. With limited supply,
strong demand and improved
credit, it has been a very
favorable environment for
corporate bonds."
(solid bullet) The weak dollar has been
one factor behind the good
performance of intermediate
Treasury securities. The
German and Japanese
central banks have intervened
- - trying to prop up the dollar
to keep their exports
affordable - by buying
dollars. To put those dollars to
work, they have been buying
intermediate Treasuries,
which - as a result of added
demand - have increased in
price.
INVESTMENT CHANGES

QUALITY DIVERSIFICATION AS OF APRIL 30, 1995
(MOODY'S RATINGS) % OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS
6 MONTHS AGO

Aaa 54.0 47.9

Aa 4.8 6.7

A 8.7 10.6

Baa 7.4 9.4

Ba 1.0 1.1

B - -

Not rated 0.7 0.6

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 APRIL 30, 1995
6 MONTHS AGO

Years 6.7 6.8

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 APRIL 30, 1995
6 MONTHS AGO

Years 2.8 2.5

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 APRIL 30, 1995* AS OF OCTOBER 31, 1994**

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
Row: 1, Col: 1, Value: 23.3
Row: 1, Col: 2, Value: 4.6
Row: 1, Col: 3, Value: 9.9
Row: 1, Col: 4, Value: 39.7
Row: 1, Col: 5, Value: 22.5
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%
Corporate bonds 22.5%
U.S. government
and agency
obligations 39.7%
Foreign government
obligations 9.9%
Other 4.6%
Short-term
investments 23.3%
* TOTAL FOREIGN
INVESTMENTS 9.5%
** TOTAL FOREIGN
INVESTMENTS 18.5%
INVESTMENTS APRIL 30, 1995

Showing Percentage of Total Value of Investment in Securities

NONCONVERTIBLE BONDS - 20.3%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
BASIC INDUSTRIES - 0.2%
CHEMICALS & PLASTICS - 0.1%
Grace (W.R.) & Co. 7.40%, 2/1/00 $ 2,500 $ 2,464
PAPER & FOREST PRODUCTS - 0.1%
Boise Cascade Corp. 9 7/8%, 2/15/01 2,000 2,125
TOTAL BASIC INDUSTRIES 4,589
DURABLES - 0.1%
CONSUMER ELECTRONICS - 0.1%
Black & Decker Corp. 7 1/2%, 4/1/03 3,000 2,903
ENERGY - 1.1%
OIL & GAS - 1.1%
Elf Aquitaine yankee:
7 3/4%, 5/1/99 15,000 15,248
8%, 10/15/01 10,000 10,292
25,540
FINANCE - 14.7%
ASSET-BACKED SECURITIES - 2.6%
Chase Manhattan Credit Card Master Trust
8 3/4%, 8/15/99 8,180 8,331
Discover Card Trust:
7 7/8%, 4/16/98 1,860 1,873
6 1/8%, 5/15/98 2,550 2,521
Ford Credit Auto Loan Master Trust 7 3/8%, 4/15/99 12,000 12,079
Premier Auto Trust, 6.65%, 3/4/97 16,000 16,012
Railcar Trust 7 3/4%, 6/1/04 13,834 14,059
SCFC Recreational Vehicle Loan Trust 7 1/4%, 9/15/06 2,625 2,618
Standard Credit Card Master Trust I 7.65%, 2/15/00 2,800 2,828
United Federal Savings Bank Grantor Trust:
6.975%, 7/10/00 1,511 1,498
7.275%, 11/10/00 1,854 1,836
63,655
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
BANKS - 6.5%
Bank of Boston Corp. 6 5/8%, 2/1/04 $ 3,000 $ 2,748
Capital One Bank 8 1/8%, 2/27/98 10,000 10,089
Central Fidelity Banks, Inc. 8.15%, 11/15/02 5,000 5,072
Corporacion Andina De Fomento yankee
7 1/4%, 4/30/98 (a) 6,100 5,681
Crestar Financial Corp. 8 3/4%, 11/15/04 7,100 7,473
European Investment Bank 11 5/8%, 2/1/99 2,500 3,097
Export-Import Bank Korea 7.85%, 11/1/96 9,000 9,104
First Hawaiian, Inc. 6 1/4%, 8/15/00 3,000 2,821
First Interstate Bancorp:
8 5/8%, 4/1/99 9,000 9,358
9 3/8%, 1/23/02 1,835 1,981
First USA Bank Wilmington, DE 5 3/4%, 1/15/99 12,000 11,273
Fleet Financial Group, Inc.:
7 5/8%, 12/1/99 5,000 5,020
8 1/8%, 7/01/04 3,000 3,028
Florida National Banks, Inc. 9 7/8%, 5/15/99 5,000 5,402
Integra Financial Corp. 6 1/2%, 4/15/00 3,000 2,858
Korea Development Bank:
9.60%, 12/1/00 1,000 1,087
9 1/2%, 3/15/01 3,000 3,214
9.48%, 4/2/01 7,000 7,497
9.40%, 8/1/01 5,000 5,346
8.09%, 10/6/04 11,000 11,256
MBNA American Bank, N.A. 7 1/4%, 9/15/02 6,440 6,209
Mercantile Bancorporation, Inc. 7 5/8%, 10/15/02 2,000 1,969
Midlantic Corp. 9 1/4% 9/1/99 5,000 5,280
Provident Bank:
7 1/8%, 3/15/03 2,000 1,899
6 3/8%, 1/15/04 1,250 1,120
Shawmut National Corp. 7.20%, 4/15/03 7,610 7,319
Signet Banking Corp. 9 5/8%, 6/1/99 2,000 2,129
Sovran Financial Corp. 9 3/4%, 6/15/99 5,000 5,381
UJB Financial Corp. 8 5/8%, 12/10/02 10,000 10,270
Zions Bancorporation 8 5/8%, 10/15/02 3,900 3,994
158,975
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - 3.8%
Aristar, Inc.:
7 3/8%, 2/15/97 $ 10,000 $ 10,057
8 7/8%, 8/15/98 390 407
Associates Corp. of North America:
6 7/8%, 1/15/97 1,000 998
8.80%, 8/1/98 90 94
Deere (John) Capital Corp. 9 5/8%, 11/1/98 6,000 6,417
Ford Motor Credit Corp. 8 3/4%, 6/26/95 8,500 8,529
General Motors Acceptance Corp.:
8 5/8%, 7/15/96 10,000 10,176
7 3/4%, 2/25/97 4,000 4,044
7.90%, 5/1/97 10,000 10,135
7 7/8%, 2/23/98 16,000 16,219
Grand Metropolitan Investment Corp. 8 1/8%, 8/15/96 7,000 7,103
Heller Financial, Inc. 9 3/8%, 3/15/98 750 791
Household Finance Corp.:
10 1/8%, 6/15/96 1,225 1,265
7 5/8%, 12/15/96 2,000 2,020
Secured Finance, Inc. Kroger gtd. secured
9.05%, 12/15/04 4,000 4,338
Society Corp. 8 7/8%, 5/15/96 7,500 7,625
Texaco Capital, Inc. gtd. 8 1/2%, 2/15/03 500 524
Westinghouse Credit Corp. 9.30%, 6/7/99 1,100 1,133
91,875
INSURANCE - 0.2%
Metropolitan Life Insurance Co. 6.30%, 11/1/03 (a) 4,500 4,073
Protective Life Corp. 7.95%, 7/1/04 1,000 1,002
St. Paul Companies, Inc. 9 3/8%, 6/15/97 440 459
5,534
SAVINGS & LOANS - 1.5%
Ahmanson (H.F.) & Co.:
9 7/8%, 11/15/99 9,500 10,249
8 1/4%, 10/1/02 4,500 4,580
7 7/8%, 9/01/04 1,250 1,237
Great Western Bank Federal Savings Bank 10 1/4%, 6/15/00 1,660 1,807
Great Western Financial Corp.:
6 3/8%, 7/1/00 4,140 3,923
8.60%, 2/1/02 6,600 6,818
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
SAVINGS & LOANS - CONTINUED
Home Savings of America 10 1/2%, 6/12/97 $ 3,500 $ 3,604
Household Bank FSB Newport Beach, CA 6 1/2%, 7/15/03 4,000 3,676
35,894
SECURITIES INDUSTRY - 0.1%
Morgan Stanley Group, Inc. 8 7/8%, 10/15/01 1,000 1,051
TOTAL FINANCE 356,984
INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%
ELECTRICAL EQUIPMENT - 0.2%
Westinghouse Electric Corp. 8 3/8%, 6/15/02 5,000 5,032
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
Deere & Co. 9 1/8%, 7/1/96 3,000 3,073
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 8,105
MEDIA & LEISURE - 1.0%
BROADCASTING - 0.5%
Telecommunications, Inc. 6.58%, 2/15/05 (c) 2,500 2,406
Time Warner, Inc. 6.05%, 7/1/95 (a) 10,000 9,984
12,390
LEISURE DURABLES & TOYS - 0.2%
Brunswick Corp. 8 1/8%, 4/1/97 4,500 4,525
PUBLISHING - 0.3%
Knight Ridder, Inc. 8 1/2%, 9/1/01 3,000 3,134
News America Holdings, Inc. 8 5/8%, 2/1/03 5,000 5,158
8,292
TOTAL MEDIA & LEISURE 25,207
NONDURABLES - 0.7%
BEVERAGES - 0.0%
Coca-Cola Enterprises, Inc. 7 7/8%, 2/1/02 960 979
FOODS - 0.1%
Ralcorp Holdings, Inc. 8 3/4%, 9/15/04 1,000 1,030
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 0.2%
Clorox Co. 8.80%, 7/15/01 $ 4,000 $ 4,265
TOBACCO - 0.4%
Philip Morris Companies, Inc.:
8 7/8%, 7/1/96 450 459
9.80%, 12/15/98 9,630 9,810
10,269
TOTAL NONDURABLES 16,543
RETAIL & WHOLESALE - 0.1%
GROCERY STORES - 0.1%
Great Atlantic & Pacific Tea, Inc. 9 1/8%, 1/15/98 2,000 2,039
SERVICES - 0.4%
LEASING & RENTAL - 0.2%
Hertz Corp. 7%, 7/15/03 5,000 4,728
PRINTING - 0.2%
Valassis Communications, Inc. 9.55%, 12/1/03 4,000 4,240
TOTAL SERVICES 8,968
TECHNOLOGY - 0.1%
COMPUTERS & OFFICE EQUIPMENT - 0.1%
Comdisco, Inc. 7 3/4%, 1/29/97 3,000 3,021
TRANSPORTATION - 0.2%
TRUCKING & FREIGHT - 0.2%
Airborne Freight Corp. 8 7/8%, 12/15/02 5,000 5,228
UTILITIES - 1.4%
ELECTRIC UTILITY - 1.3%
British Columbia Hydro & Power Authority
15 1/2%, 11/15/11 10,000 11,794
Hydro-Quebec 8.40%, 1/15/22 20,000 20,076
31,870
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
UTILITIES - CONTINUED
GAS - 0.1%
Centragas Transpotadora De Gas 10.65%, 12/1/10 (a) $ 2,720 $ 2,638
TOTAL UTILITIES 34,508
TOTAL NONCONVERTIBLE BONDS
(Cost $494,869) 493,635
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 44.7%
U.S. TREASURY OBLIGATIONS - 44.3%
4 5/8%, 8/15/95 61,000 60,761
3 7/8%, 8/31/95 63,000 62,557
4 5/8%, 2/15/96 (b) 10,000 9,870
9 3/8%, 4/15/96 44,000 45,237
8%, 10/15/96 52,220 53,305
6 1/2%, 5/15/97 109,300 109,061
8 1/2%, 5/15/97 23,000 23,827
5 1/8%, 3/31/98 98,450 94,296
5 3/8%, 5/31/98 600 577
9 1/4%, 8/15/98 6,970 7,469
8 7/8%, 2/15/99 17,000 18,155
6 3/4%, 6/30/99 51,890 51,704
6 7/8% 8/31/99 12,500 12,502
7 1/8%, 9/30/99 52,200 52,697
7 1/8% 2/29/00 25,000 25,238
5 3/4%, 8/15/03 4,400 4,043
11 7/8%, 11/15/03 3,815 4,972
9%, 11/15/18 134,040 156,429
8 7/8%, 2/15/19 139,425 160,905
8 1/8%, 8/15/19 20,910 22,390
7 5/8%, 2/15/25 34,500 35,670
Stripped coupon:
2/15/96 2,450 2,333
2/15/98 65,000 54,036
8/15/06 9,715 4,309
2/15/08 10,000 3,933
TOTAL U.S. TREASURY OBLIGATIONS 1,076,276
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. GOVERNMENT AGENCY OBLIGATIONS - 0.4%
Financing Corporation principal strips 0%:
11/30/17 $ 10,000 $ 1,715
4/6/18 8,000 1,336
3/7/19 49,000 7,701
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 10,752
TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS
(Cost $1,086,802) 1,087,028
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 5.9%
FEDERAL HOME LOAN MORTGAGE CORPORATION - 0.0%
8 1/2%, 6/15/13 167 170
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 1.3%
8.92%, 6/15/97 (c) 20 19
6 1/2%, 5/1/23 to 4/1/24 9,638 8,904
9 1/2%, 11/1/24 to 4/1/25 21,982 22,954
12 1/2%, 4/1/13 to 8/1/15 452 501
32,378
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 4.6%
8%, 8/15/16 to 6/15/23 23,053 23,111
8 1/2%, 7/15/16 to 12/15/22 9,565 9,765
9%, 3/15/16 to 4/15/25 73,831 76,686
9 1/2%, 9/15/09 to 10/15/15 185 196
10%, 12/15/13 to 8/15/17 592 639
110,397
TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE-BACKED SECURITIES
(Cost $142,289) 142,945
COLLATERALIZED MORTGAGE OBLIGATIONS - 0.0%
PRIVATE SPONSOR - 0.0%
Maryland National Bank pass thru Series 1990-1
Class A, 9 1/2%, 10/25/20 (Cost $392) 379 377
COMMERCIAL MORTGAGE SECURITIES - 0.9%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
Collateralized Mortgage Securities Corp.
sequential pay Class R-1, 7%, 7/1/05 $ 281 $ 277
FDIC commercial Series 1994-C1 Class II-A1,
6.30%, 9/25/25 1,424 1,422
Resolution Trust Corp. commercial:
Series 1994-N2 Class 2, 6 1/2%, 12/15/04 (a) 4,500 4,494
Series 1991-M5 Class A, 9%, 3/25/07 4,239 4,342
Series 1994-C2 Class A-2, 7 3/4%, 4/25/25 1,898 1,901
Series 1994-C2 Class A-4, 7 1/2%, 4/25/25 3,572 3,581
Series 1994-C1 Class A-4, 7 1/4%, 6/25/26 2,978 2,965
Structured Asset Securities Corp. commercial
Series 1993-C1 Class A-1, 6.60%, 10/25/24 1,826 1,773
TOTAL COMMERCIAL MORTGAGE SECURITIES
(Cost $20,618) 20,755
FOREIGN GOVERNMENT OBLIGATIONS - 3.3%
Danish Government euro 7 3/4%, 12/15/96 1,350 1,368
Ireland Republic yankee 8 5/8%, 4/15/01 10,500 11,104
Malaysian Government euro 9 1/2%, 10/31/96 815 842
Manitoba Province yankee:
6 7/8%, 9/15/02 17,500 16,966
8.80%, 1/15/20 15,000 16,229
Ontario Province yankee:
7 3/4%, 6/4/02 11,000 11,181
7 3/8%, 1/27/03 7,500 7,439
15 1/8%, 5/1/11 7,080 8,011
17%, 11/5/11 5,500 6,601
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $83,885) 79,741
SUPRANATIONAL OBLIGATIONS - 1.5%
African Development Bank:
10 1/2%, 11/1/95 4,000 4,075
9 1/2%, 12/15/95 5,000 5,085
10%, 11/1/97 4,000 4,268
8.70%, 5/1/01 5,000 5,348
7 3/4%, 12/15/01 8,000 8,115
Asian Development Bank 9 3/8%, 6/8/95 5,000 5,013
SUPRANATIONAL OBLIGATIONS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
Inter-American Development Bank:
11 3/8%, 5/1/95 $ 2,000 $ 1,990
9.45%, 9/15/98 2,000 2,141
International Bank for Reconstruction &
Development euro 11 1/8%, 1/13/98 2,000 2,191
TOTAL SUPRANATIONAL OBLIGATIONS
(Cost $38,406) 38,226
REPURCHASE AGREEMENTS - 23.4%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.93%, dated
4/28/95 due 5/1/95 (Note 3) $ 569,223 568,942
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,436,203) $ 2,431,649
FUTURES CONTRACTS
DOLLAR AMOUNTS IN THOUSANDS EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
SOLD
1,667 U.S. Treasury Bond Futures Contracts June 95 $ 175,608 $ (2,562)
THE FACE VALUE OF FUTURES SOLD AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 7.2%
LEGEND
(e) 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 $26,870,000 or 1.1% of net
assets.
(f) 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 $7,156,000.
(g) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
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 67.5% AAA, AA, A 66.6%
Baa 7.4% BBB 9.3%
Ba 1.0% BB 0.2%
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 0.1%.
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 90.5%
Canada 4.0
Supranational 1.5
Korea 1.5
France 1.1
Others (individually
less than 1%) 1.4
TOTAL 100.0%
INCOME TAX INFORMATION
At April 30, 1995, the aggregate cost of investment securities for income
tax purposes was $2,436,912,000. Net unrealized depreciation aggregated
$5,263,000, of which $18,441,000 related to appreciated investment
securities and $23,704,000 related to depreciated investment securities.
The fund hereby designates $3,086,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
The fund has elected to defer to its fiscal year ending April 30, 1996
$28,132,000 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>
(EXCEPT PER-SHARE AMOUNT) APRIL 30, 1995

5.ASSETS

Investment in securities, at value (including repurchase $ 2,431,649
agreements of $568,942) (cost $2,436,203) - See
accompanying schedule

Cash 541

Receivable for investments sold 1,881

Interest receivable 32,092

U.S. Treasury obligations, at value, held as collateral for 21,409
securities loaned

6.TOTAL ASSETS 2,487,572

7.LIABILITIES

Payable for investments purchased $ 540

Payable for fund shares redeemed 650

Distributions payable 611

Accrued management fee 939

Other payables and accrued expenses 786

Collateral on securities loaned, at value 21,409

8.TOTAL LIABILITIES 24,935

9.NET ASSETS $ 2,462,637

Net Assets consist of:

Paid in capital $ 2,510,402

Distributions in excess of net investment income (12,959)

Accumulated undistributed net realized gain (loss) on (27,673)
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on (7,133)
investments and assets and liabilities in foreign
currencies

10.NET ASSETS, for 245,586 shares outstanding $ 2,462,637

11.NET ASSET VALUE, offering price and redemption price $10.03
per share ($2,462,637 (divided by) 245,586 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED APRIL 30, 1995

12.INVESTMENT INCOME 146,016
Interest (including income on securities loaned of $34)

13.EXPENSES

Management fee $ 7,858

Transfer agent fees 4,977

Accounting and security lending fees 530

Non-interested trustees' compensation 11

Custodian fees and expenses 182

Registration fees 295

Audit 55

Legal 23

Reports to shareholders 175

Miscellaneous 22

14.TOTAL EXPENSES 14,128

15.NET INVESTMENT INCOME 131,888

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

Investment securities (22,318)

Foreign currency transactions (13,000)

Futures contracts 18,733 (16,585)

Change in net unrealized appreciation (depreciation) on:

Investment securities 21,941

Assets and liabilities in foreign currencies 2,692

Futures contracts (22,021) 2,612

17.NET GAIN (LOSS) (13,973)

18.NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 117,915
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30,
1995 1994

19.INCREASE (DECREASE) IN NET ASSETS

Operations $ 131,888 $ 122,626
Net investment income

Net realized gain (loss) (16,585) (1,273)

Change in net unrealized appreciation (depreciation) 2,612 (74,372)

20.NET INCREASE (DECREASE) IN NET ASSETS RESULTING 117,915 46,981
FROM OPERATIONS

Distributions to shareholders (125,751) (116,646)
From net investment income

In excess of net realized gain (18,082) (14,842)

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

21.TOTAL DISTRIBUTIONS (147,826) (131,488)

Share transactions 1,248,267 1,008,481
Net proceeds from sales of shares

Reinvestment of distributions 139,860 122,132

Cost of shares redeemed (677,390) (902,833)

22. NET INCREASE (DECREASE) IN NET ASSETS RESULTING 710,737 227,780
FROM SHARE TRANSACTIONS

23.TOTAL INCREASE (DECREASE) IN NET ASSETS 680,826 143,273

24.NET ASSETS

Beginning of period 1,781,811 1,638,538

End of period (including distributions in excess of net $ 2,462,637 $ 1,781,811
investment income of $12,959 and $4,522,
respectively)

25.OTHER INFORMATION
Shares

Sold 125,125 94,032

Issued in reinvestment of distributions 14,003 11,378

Redeemed (67,751) (84,388)

Net increase (decrease) 71,377 21,022

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED APRIL 30,

1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

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

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

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

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

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

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

on investments

Return of capital (.019) - - - -

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

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

TOTAL RETURN A 5.32% 2.93% 12.90% 9.82% 12.61%

RATIOS AND SUPPLEMENTAL DATA

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

Ratio of expenses to average .68% .64% .61% .63% .66%
net assets

Ratio of expenses to average .68% .64% .66% .65% .66%
net assets before expense
reductions

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

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

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
B THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO
TAX DIFFERENCES. SEE NOTE 1 OF NOTES TO THE FINANCIAL STATEMENTS.
C EFFECTIVE MAY 1, 1993, THE FUND BEGAN REFLECTING IN NET INVESTMENT INCOME
PER SHARE CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES IN
ACCORDANCE WITH NEW GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1995

5. 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 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.
Effective May 1, 1994, the fund adopted Statement of Position (SOP) 93-4:
Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, 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. Further, as permitted under the SOP, the effects of changes in
foreign currency exchange rates on investments in securities are not
segregated in the Statement of Operations from the effects of changes in
market prices of those securities, but 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 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.
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 declared daily and paid
monthly from net investment income. Distributions from realized gains, if
any, 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 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.
6. 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.
2. OPERATING POLICIES -
CONTINUED
FORWARD FOREIGN CURRENCY
CONTRACTS - CONTINUED
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 securities, whose market value is required to be at least
102% of the resale price at the time of purchase. FMR, the fund's
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to the resale price.
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. 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.
7. 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
3. JOINT TRADING ACCOUNT -
CONTINUED
creditworthiness has been reviewed and found satisfactory by FMR. The
repurchase agreements were dated April 28, 1995 and due May 1, 1995. The
maturity values of the joint trading account investments were $569,223,000
at 5.93%. The investments in repurchase agreements through the joint
trading account are summarized as follows:
SUMMARY OF JOINT TRADING
Number of dealers or banks 20
Maximum amount with one dealer or bank 18.9%
Aggregate principal amount of agreements $15,961,400,000
Aggregate maturity amount of agreements $15,969,281,000
Aggregate market value of collateral $16,304,796,000
Coupon rates of collateral 0.0% to 15 3/4%
Maturity dates of collateral 4/30/95 to 2/15/25
8. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,564,664,000 and $1,208,605,000, respectively, of which U.S.
government and government agency obligations aggregated $1,366,388,000 and
$974,210,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $861,285,000 and $982,610,000, respectively.
9. 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 .1325% to .3700% for the period May 1, 1994 to July 31,
1994 and .1200% to .3700% for the period August 1, 1994 to April 30, 1995.
In the event that these rates were lower than the contractual rates in
effect during those periods, 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%. On November 16, 1994, shareholders of the
fund approved an increase in the individual fund fee rate from the previous
rate of .15% to .30%, which became effective December 1, 1994. For the
period, the management fee was equivalent to an annual rate of .38% of
average net assets.
5. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
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.
During the period May 1, 1994 to December 31, 1994, FSC received fees based
on the type, size, number of accounts and the number of transactions made
by shareholders. Effective January 1, 1995, the Board of Trustees approved
a revised transfer agent contract pursuant to which 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.
10. 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, the value of the
securities loaned and the value of collateral amounted to $21,006,000 and
$21,409,000, respectively.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Intermediate Bond Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Commonwealth Trust: Fidelity Intermediate Bond Fund, including the
schedule of portfolio investments, as of April 30, 1995, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of April 30, 1995 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Commonwealth Trust: Fidelity Intermediate Bond Fund as of April
30, 1995, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 6, 1995
DISTRIBUTIONS

A total of 36% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
The fund will notify shareholders in January 1996 of the applicable
percentage for use in preparing 1995 income tax returns.
INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Michael Gray, Vice President
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
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
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE
CUSTODIAN
The Bank of New York
New York, NY
FIDELITY'S TAXABLE BOND FUNDS
Capital & Income
Ginnie Mae
Global Bond
Government Securities
Intermediate Bond
Investment Grade Bond
Mortgage Securities
New Markets Income
Short-Intermediate Government
Short-Term Bond
Short-Term World Income
Spartan(registered trademark) Ginnie Mae
Spartan Government Income
Spartan High Income
Spartan Investment Grade Bond
Spartan Limited Maturity Government
Spartan Long-Term Government Bond
Spartan Short-Intermediate Government
Spartan Short-Term Income
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)