FIDELITY COMMONWEALTH TRUST, N-30D, 1997-06-13

FIDELITY COMMONWEALTH TRUST
N-30D, 1997-06-13

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(2_FIDELITY_LOGOS)FIDELITY

SMALL CAP STOCK
FUND
ANNUAL REPORT
APRIL 30, 1997
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 23 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 27 Notes to the financial statements.

REPORT OF INDEPENDENT 31 The auditors' opinion.
ACCOUNTANTS

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE
PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
To reduce expenses and demonstrate respect for our environment, we have
initiated a project through which we will begin eliminating duplicate
copies of most financial reports and prospectuses to most households, even
if they have more than one account in the fund. If additional copies of
financial reports, prospectuses or historical account information are
needed, please call 1-800-544-6666.
PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
Through the first four months of 1997, stock and bond markets experienced
the kind of short-term volatility that can affect them from time to time.
After climbing steadily upward for more than two years, stock prices saw a
sharp correction in late March and early April. Returns in the bond market
were essentially stagnant as the Federal Reserve Board implemented a
long-expected increase in short-term interest rates at the end of March.
While it's impossible to predict the future direction of the markets with
any degree of certainty, there are certain basic principles that can help
investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will greatly
reduce your vulnerability to any single decline. We know from experience,
for example, that stock prices have gone up over longer periods of time,
have significantly outperformed other types of investments and have stayed
ahead of inflation.
Second, you can further manage your investing risk through diversification.
A stock mutual fund, for instance, is already diversified, because it
invests in many different companies. You can increase your diversification
further by investing in a number of different stock funds, or in such other
investment categories 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, it's important to
remember that there is no assurance that a money market fund will achieve
its goal of maintaining a stable net asset value of $1.00 per share, and
that these types of funds are neither insured nor guaranteed by any agency
of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it makes
good sense to follow a regular investment plan, investing a certain amount
of money in a fund at the same time each month or quarter and periodically
reviewing your overall portfolio. By doing so, you won't get caught up in
the excitement of a rapidly rising market, nor will you buy all your shares
at market highs. While this strategy - known as dollar cost averaging -
won't assure a profit or protect you from a loss in a declining market, it
should help you lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are available
24 hours a day, seven days a week to provide you the information you need
to make the investments that are right for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

Fidelity Small Cap Stock -2.38% 45.79%

Fidelity Small Cap Stock (incl. 3% sales -5.30% 41.42%
charge)

Russell 2000(registered trademark) 0.05% 58.44%

Small Cap Funds Average -3.05% 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
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 - an unmanaged index of 2,000 small capitalization stocks. To measure
how the fund's performance stacked up against its peers, you can compare it
to the small cap funds average, which reflects the performance of mutual
funds with similar objectives tracked by Lipper Analytical Services, Inc.
The past one year average represents a peer group of 395 mutual funds.
These benchmarks include reinvested dividends and capital gains, if any,
and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 1 LIFE OF
YEAR FUND

Fidelity Small Cap Stock -2.38% 10.30%

Fidelity Small Cap Stock (incl. 3% sales -5.30% 9.43%
charge)

Russell 2000 0.05% 12.72%

Small Cap Funds Average -3.05% n/a

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
long-term growth and
short-term volatility. 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
Concerns in March and April over
higher interest rates and the
possibility of weaker corporate
earnings provided the only
significant pause in the U.S. stock
market's upward climb during the
12 months that ended April 30, 1997.
The Standard & Poor's 500 Index
returned 25.13% during the period
- - well above its long-term
average of about 11%. The stock
market spent much of the period
breaking price and trading volume
records. Solid corporate earnings,
large inflows into mutual funds,
widespread optimism, moderate
economic growth, low inflation and
a generally favorable interest rate
environment propelled share
prices higher. In February,
however, Federal Reserve Board
Chairman Alan Greenspan
indicated the Fed's inclination to
raise short-term interest rates to
head off inflation that might be
caused by a tight labor market.
Because higher interest rates tend
to slow economic growth and
increase borrowing costs, the stock
market faltered as the Fed's
March 25 Open Market
Committee approached. At that
meeting, the Fed raised a key
short-term interest rate. The stock
market, already at historically high
valuations following sizable gains,
reacted coolly. It sold off sharply
through mid-April, when positive
news on the inflation front
emerged. The market recovered
from that point, almost regaining
the peak it had reached in March,
when the Dow Jones Industrial
Average closed above 7000 for
the first time.
An interview with Brad Lewis, Portfolio Manager of Fidelity Small Cap Stock
Fund
Q. HOW DID THE FUND PERFORM, BRAD?
A. In a very difficult investing environment for the small-cap universe,
the fund had a return of -2.38% for the one-year period that ended April
30, 1997, while the small cap funds average was down -3.05%, according to
Lipper Analytical Services.
Q. WHAT AFFECTED THE FUND'S PERFORMANCE OVER THE PAST YEAR?
A. There were two factors primarily. First, virtually the entire small-cap
universe of stocks continued to lag the broader market, which has been led
upwards over the past year or two by a relatively small number of very
large-capitalization stocks - what some refer to as the "super-caps." The
Russell 2000 Index, which measures small-cap performance, was flat over the
past year, while the larger-cap-oriented Standard & Poor's 500 Index rose
more than 25%. Second, the fund's assets grew 47% from $450 million on
March 31, 1996, to $663 million on May 31, 1996 - the very beginning of the
one-year period we're covering in this report. Then, from June 1, 1996,
through the end of the period on April 30, 1997, the fund's assets were
down 32%. Over this time, small-cap stocks have had incredible bid-ask
spreads - meaning the difference in prices at which stockholders were
willing to buy and sell their shares. Hence, the substantial trading
necessary to accommodate the volatile fund sales and redemptions was costly
and affected performance.
Q. THE FUND HAD APPROXIMATELY 28% OF ITS HOLDINGS IN THE FINANCE SECTOR AT
THE END OF THE PERIOD, UP FROM 22% SIX MONTHS AGO AND 18% 12 MONTHS AGO . .
.
A. These holdings are low-beta stocks, meaning they're relatively less
volatile than other stocks. In this environment, I've deemed it prudent to
have about 28% in financial services stocks, including insurance companies
and banks, rather than in semiconductor capital equipment stocks, for
example. Investors should understand, however, that this was not a
deliberate strategy of risk reduction; instead, my quantitative analysis
showed that financial stocks at the end of the period offered some of the
best expected returns.
Q. DID ANY INDIVIDUAL HOLDINGS HAVE A SIGNIFICANT IMPACT ON THE FUND'S
PERFORMANCE?
A. Two retail companies that were among the fund's largest holdings at the
end of the period helped the fund.
Ross Stores, the fund's largest position at the end of the period, was up
about 65% over the past year and 35% since the previous report six months
ago. Tiffany, the high-end jeweler, was up over 20% for the year. In the
technology area, Stratus Computer, a manufacturer of fault-tolerant
computers, appreciated strongly over the period, as did energy companies
Parker & Parsley Petroleum and Zeigler Coal Holding. However, this fund is
very broadly diversified and even its largest holdings are relatively small
positions.
Q. WHAT HOLDINGS DETRACTED FROM PERFORMANCE?
A. I'd say one of the most significant was the Money Store, which was down
about 14% for the year. Like many second-tier lenders, the Money Store felt
the effects of the crash of Mercury Finance during the period.
Q. WHAT'S YOUR OUTLOOK FOR THE FUTURE?
A. I'm not that optimistic about where the equities markets are headed. In
fact, I think there's a better-than-even chance that the long bond will
beat the equities markets over the next six to 12 months. At some point -
and I don't know if it will be tomorrow or six or nine months from now -
this large-cap-led market will likely change its course and small-caps will
rise to the top. In the meantime, I'm going to stick to my investment
disciplines of quantitative and fundamental analysis, searching for
undervalued stocks with the potential for strong returns.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
FUND FACTS
GOAL: capital appreciation
by investing mainly in equity
securities of companies with
small market capitalizations
that the manager determines
through both fundamental
and technical analysis to be
undervalued compared to
others in their industries
FUND NUMBER: 336
TRADING SYMBOL: FDSCX
START DATE: June 28, 1993
SIZE: as of April 30, 1997,
more than $450 million
MANAGER: Bradford Lewis,
since inception; manager,
Fidelity Disciplined Equity
Fund, since 1988; Fidelity
Stock Selector, since 1990;
joined Fidelity in 1985
(checkmark)
BRAD LEWIS ON THE USE OF AN
OPTIMIZER TO HELP MANAGE THE
FUND:
"Most of my research is
oriented toward forecasting
the returns of more than
3,000 stocks. Once the
forecasts are done I have to
buy and sell stocks. The
easiest way to build a portfolio
would be to buy the top 100
stocks ranked by my forecast,
but that could result in a
non-diversified portfolio that
could cost a lot to trade.
These problems can be
overcome by using a
computer program called an
optimizer. I program the
optimizer with the maximum
size that a position should be
in the portfolio, measured by
percent of the fund and by
trading volume. The optimizer
also can set the minimum and
maximum exposure to
industry groups. After
programming in the
constraints, the optimizer
maximizes the portfolio's
forecast return, creating a
liquid, diversified portfolio that
has a bias toward stocks that
my valuation research
considers attractive."
DISTRIBUTIONS
A total of .42% 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.
A total of 22% of the dividends
distributed during the fiscal
year qualifies for the
dividends-received deduction
for corporate shareholders.
The fund will notify
shareholders in January 1998
of these percentages for use
in preparing 1997 income tax
returns.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Ross Stores, Inc. 4.1 2.5

Parker & Parsley Petroleum Co. 1.5 1.1

Tiffany & Co., Inc. 1.5 1.1

Zeigler Coal Holding Co. 1.3 0.5

Westpoint Stevens, Inc. Class A 1.3 0.4

Money Store, Inc. 1.1 1.1

Symantec Corp. 1.0 0.0

Stratus Computer, Inc. 1.0 0.0

CMAC Investments 1.0 0.7

City National Corp. 1.0 0.6

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Finance 28.5 22.0

Retail & Wholesale 10.1 8.3

Technology 8.6 8.9

Energy 6.0 6.5

Durables 5.8 5.5

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF APRIL 30, 1997 * AS OF OCTOBER 31, 1996 **
Row: 1, Col: 1, Value: 11.3
Row: 1, Col: 2, Value: 44.0
Row: 1, Col: 3, Value: 44.7
Stocks 84.5%
Short-term
investments 15.5%
FOREIGN
INVESTMENTS 2.1%
Stocks 88.7%
Short-term
investments 11.3%
FOREIGN
INVESTMENTS 8.3%
Row: 1, Col: 1, Value: 15.5
Row: 1, Col: 2, Value: 40.0
Row: 1, Col: 3, Value: 44.5
*
**
11.
INVESTMENTS APRIL 30, 1997

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 88.7%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 1.3%
AEROSPACE & DEFENSE - 0.5%
Doncasters PLC sponsored ADR 4,000 $ 90,000
GenCorp, Inc. 127,000 2,381,250
2,471,250
DEFENSE ELECTRONICS - 0.8%
Logicon, Inc. 62,000 2,464,500
Tracor, Inc. (a) 50,000 1,087,500
3,552,000
TOTAL AEROSPACE & DEFENSE 6,023,250
BASIC INDUSTRIES - 4.0%
CHEMICALS & PLASTICS - 2.2%
Carbide/Graphite Group, Inc. (The) (a) 12,000 271,500
Cytec Industries, Inc. (a) 62,400 2,347,800
Ferro Corp. 23,000 715,875
Foamex International, Inc. (a) 156,000 2,242,500
Fuller (H.B.) Co. 75,552 4,051,476
Tredegar Industries, Inc. 150 6,919
9,636,070
IRON & STEEL - 0.3%
Cleveland Cliffs, Inc. 20,000 847,500
National Steel Corp. Class B (a) 51,000 503,625
Steel Dynamics, Inc. (a) 9,000 175,500
1,526,625
METALS & MINING - 0.6%
AFC Cable Systems, Inc. (a) 10,000 220,000
Encore Wire Corp. (a) 15,000 285,000
Reliance Steel & Aluminum Co. 14,000 446,250
Special Metals Corp. 2,000 28,250
Superior Telecom, Inc. (a) 16,000 344,000
Wolverine Tube, Inc. (a) 48,000 1,248,000
2,571,500
PAPER & FOREST PRODUCTS - 0.9%
Fibreboard Corp. (a) 63,000 2,315,250
Mail-Well, Inc. (a) 21,000 574,875
Mosinee Paper Corp. 30,000 1,215,000
4,105,125
TOTAL BASIC INDUSTRIES 17,839,320
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
CONSTRUCTION & REAL ESTATE - 5.4%
BUILDING MATERIALS - 2.2%
ACX Technologies, Inc. (a) 52,000 $ 994,500
Carlisle Companies, Inc. 46,000 1,293,750
Centex Construction Products, Inc. 21,100 390,350
Congoleum Corp. Class A (a) 15,000 176,250
Insilco Corp. (a) 28,000 1,043,000
Lilly Industrial Coatings, Inc. Class A (a) 13,000 225,875
Lone Star Industries, Inc. 72,000 2,844,000
Medusa Corp. 15,000 568,125
Ply-Gem Industries, Inc. 42,000 535,500
Southdown, Inc. 43,000 1,553,375
9,624,725
CONSTRUCTION - 1.0%
American Homestar Corp. 16,000 260,000
Cavalier Homes, Inc. 78,000 770,250
Centex Corp. 70,000 2,520,000
Continental Homes Holding Corp. 44,000 698,500
Crossman Communities, Inc. (a) 23,000 460,000
4,708,750
ENGINEERING - 0.5%
Apogee Enterprises, Inc. 136,000 2,040,000
REAL ESTATE INVESTMENT TRUSTS - 1.7%
American Health Properties, Inc. 25,000 587,500
Amli Residential Properties Trust (SBI) 15,000 331,875
Arden Realty Group, Inc. 2,500 62,188
Avalon Properties, Inc. 30,000 791,250
Capstone Capital Corp. 23,000 517,500
Essex Property Trust, Inc. 16,000 468,000
Felcor Suite Hotels, Inc. 44,000 1,578,500
Healthcare Realty Trust, Inc. 15,000 388,125
Irvine Apartment Communities, Inc. 17,000 454,750
Oasis Residential, Inc. 33,000 734,250
Sovran Self Storage, Inc. 15,000 423,750
Storage Trust Realty (SBI) 19,000 456,000
Taubman Centers, Inc. 36,000 454,500
Urban Shopping Centers, Inc. 13,000 367,250
7,615,438
TOTAL CONSTRUCTION & REAL ESTATE 23,988,913
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
DURABLES - 5.8%
AUTOS, TIRES, & ACCESSORIES - 1.4%
Arvin Industries, Inc. 47,000 $ 1,222,000
Borg-Warner Automotive, Inc. 32,000 1,344,000
Circuit City Stores, Inc. - CarMax Group 2,000 30,000
Intermet Corp. 42,000 519,750
Mascotech, Inc. 57,000 1,090,125
SPX Corp. 15,000 819,375
Smith (A.O.) Corp. Class B 23,000 799,250
Standard Products Co. 21,000 459,375
6,283,875
HOME FURNISHINGS - 0.8%
Chromcraft Revington, Inc. (a) 20,000 552,500
Ethan Allen Interiors, Inc. 50,000 2,212,500
O'Sullivan Industries Holdings, Inc. (a) 50,300 679,050
3,444,050
TEXTILES & APPAREL - 3.6%
Culp, Inc. 20,000 355,000
Delta Woodside Industries, Inc. (a) 30,000 172,500
Dexter Corp. 32,000 956,000
Fieldcrest Cannon, Inc. (a) 25,000 450,000
Kellwood Co. 40,000 950,000
Mohawk Industries, Inc. (a) 111,000 2,483,625
Phillips-Van Heusen Corp. 79,000 1,036,875
St. John Knits, Inc. 40,000 1,535,000
Vans, Inc. (a) 34,000 327,250
Westpoint Stevens, Inc. Class A (a) 144,000 5,634,000
Wolverine World Wide, Inc. 57,000 2,294,250
16,194,500
TOTAL DURABLES 25,922,425
ENERGY - 6.0%
COAL - 1.3%
Zeigler Coal Holding Co. 233,000 5,854,125
ENERGY SERVICES - 2.6%
Cliffs Drilling Co. (a) 35,000 2,135,000
Energy Ventures, Inc. (a) 20,000 1,337,500
Marine Drilling Companies, Inc. (a) 180,000 2,835,000
Maverick Tube Corp. (a) 69,000 1,509,375
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
ENERGY - CONTINUED
ENERGY SERVICES - CONTINUED
Pool Energy Services Co. (a) 59,000 $ 767,000
Seacor Holdings, Inc. (a) 31,000 1,333,000
UTI Energy Corp. (a) 66,000 1,773,750
11,690,625
OIL & GAS - 2.1%
Monterey Resources, Inc. 5,000 76,250
Parker & Parsley Petroleum Co. 203,000 6,699,000
Snyder Oil Corp. 58,000 920,750
Veritas DGC, Inc. (a) 87,000 1,674,750
9,370,750
TOTAL ENERGY 26,915,500
FINANCE - 28.5%
BANKS - 7.0%
Barnett Banks, Inc. 54,510 2,664,176
CCB Financial Corp. 53,000 3,597,375
City National Corp. 189,500 4,334,813
Cullen Frost Bankers, Inc. 28,000 980,000
Imperial Bancorp (a) 85,800 2,016,300
Magna Group, Inc. 94,000 2,902,250
National Commerce Bancorp. 15,000 641,250
North Fork Bancorp., Inc. 82,000 3,249,250
ONBANCorp, Inc. 70,000 3,421,250
One Valley Bancorp West Virginia, Inc. 28,750 1,103,281
Peoples Heritage Financial Group, Inc. 37,000 1,160,875
Silicon Valley Bancshares (a) 25,000 875,000
Trans Financial, Inc. 25,000 581,250
UAB Financial Corp. 22,050 854,438
USBANCORP, Inc. Pennsylvania 22,000 995,500
Westamerica Bancorporation 30,000 1,957,500
31,334,508
CLOSED END INVESTMENT COMPANY - 8.2%
Alliance Global Environment Fund 60,000 877,500
Austria Fund, Inc. 301,400 2,674,925
Brazil Fund, Inc. 46,000 1,173,000
Central European Equity Fund 101,284 2,266,230
Chile Fund, Inc. 29,000 703,250
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
CLOSED END INVESTMENT COMPANY - CONTINUED
Emerging Germany Fund, Inc. 317,500 $ 2,817,813
Emerging Markets Infrastructure Fund, Inc. 100,300 1,203,600
Emerging Markets Telecommunication Fund, Inc. 21,000 346,500
First Australia Fund, Inc. 33,000 280,500
First Philippine Fund 25,000 340,625
GT Global Developing Markets Fund 225,000 2,671,875
GT Global Eastern Europe Fund 30,260 446,335
Global Health Sciences Fund 15,000 225,000
Growth Fund of Spain, Inc. 260,000 3,380,000
Italy Fund, Inc. (The) 170,000 1,508,750
Malaysia Fund, Inc. 25,000 378,125
Morgan Stanley Emerging Markets Fund, Inc. 46,000 736,000
Morgan Stanley Asia-Pacific Fund, Inc. 50,000 487,500
New Germany Fund, Inc. (The) 300,000 4,312,500
Portugal Fund, Inc. 10,000 155,000
Schroder Asian Growth Fund, Inc. 37,904 431,158
Scudder New Europe Fund, Inc. 28,000 420,000
Scudder New Asia Fund, Inc. 22,000 280,500
Singapore Fund, Inc. 19,000 206,625
Southern Africa Fund, Inc. 25,200 422,100
Spain Fund, Inc. 200,000 2,475,000
TCW/DW Emerging Markets Opportunities Trust (SBI) 235,000 3,113,750
Taiwan Fund, Inc. 55,000 1,381,875
Templeton Dragon Fund, Inc. 45,000 663,750
36,379,786
CREDIT & OTHER FINANCE - 3.5%
Aames Financial Corp. 225,525 3,467,447
AmeriCredit Corp. (a) 190,900 2,744,188
Cash America Investments, Inc. 12,000 106,500
Consumer Portfolio Services, Inc. (a) 34,000 263,500
HealthCare Financial Partners, Inc. 17,000 204,000
Money Store, Inc. 223,500 4,833,188
RCSB Financial, Inc. 103,000 3,064,250
Triad Guaranty, Inc. (a) 31,500 1,008,000
15,691,073
INSURANCE - 5.1%
American Heritage Life Investment Corp. 15,000 378,750
CMAC Investments 117,600 4,468,800
Capital Re Corp. 38,000 1,505,750
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Delphi Financial Group, Inc. Class A (a) 52,200 $ 1,853,100
Executive Risk, Inc. 17,000 769,250
First American Financial Corp. 8,000 255,000
Fremont General Corp. 33,000 928,125
Frontier Insurance Group, Inc. 11,000 566,500
Guaranty National Corp. 50,000 950,000
Horace Mann Educators Corp. 39,000 1,828,125
Life RE Corp. 25,000 965,625
MFC Bancorp Ltd. (a) 107,500 645,000
Navigators Group, Inc. (a) 20,000 350,000
Orion Capital Corp. 13,000 814,125
Philadelphia Consolidated Holding Corp. (a) 52,000 1,547,000
RLI Corp. 13,000 420,875
Reinsurance Group of America, Inc. 20,000 995,000
Security-Connecticut Corp. 52,000 2,398,500
Vesta Insurance Group Corp. 32,000 1,336,000
22,975,525
SAVINGS & LOANS - 4.5%
Albank Financial Corp. 54,000 1,971,000
Astoria Financial Corp. 13,600 532,100
California Federal Bank FSB (a):
contingent litigation recovery rights 24,640 378,840
secondary contingent litigation recovery
participation interest 38,540 597,370
California Financial Holding Co. 19,000 554,563
CenFed Financial Corp. 39,305 1,120,193
CitFed Bancorp, Inc. 22,500 742,500
Coast Savings Financial, Inc. (a) 48,000 1,932,000
First Financial Corp. of Wisconsin 25,000 659,375
First Liberty Financial Corp. 7,500 159,375
First Republic Bancorp, Inc. (a) 30,000 626,250
FirstFed Financial Corp. (a) 15,000 350,625
Glendale Federal Bank FSB (a) 103,000 2,562,125
Haven Bancorp., Inc. 59,000 1,880,625
Security Capital Corp. 41,000 3,649,000
Sovereign Bancorp., Inc. 72,000 882,000
Washington Federal, Inc. 55,700 1,336,800
19,934,741
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
SECURITIES INDUSTRY - 0.2%
Legg Mason, Inc. 19,000 $ 902,500
TOTAL FINANCE 127,218,133
HEALTH - 3.6%
DRUGS & PHARMACEUTICALS - 0.2%
Vivus, Inc. (a) 30,000 1,108,125
MEDICAL EQUIPMENT & SUPPLIES - 0.3%
Datascope Corp. (a) 34,000 612,000
EMPI, Inc. (a) 31,800 556,500
1,168,500
MEDICAL FACILITIES MANAGEMENT - 3.1%
Inphynet Medical Management, Inc. (a) 21,000 483,000
NovaCare, Inc. (a) 200,000 2,275,000
Regency Health Services, Inc. (a) 60,000 630,000
Rotech Medical Corp. (a) 182,000 2,866,500
Sun Healthcare Group (a) 211,000 2,980,375
Transitional Hospitals Corp. (a) 147,000 1,470,000
Universal Health Services, Inc. Class B (a) 81,000 3,067,875
13,772,750
TOTAL HEALTH 16,049,375
INDUSTRIAL MACHINERY & EQUIPMENT - 4.8%
ELECTRICAL EQUIPMENT - 1.1%
American Power Conversion Corp. (a) 1,200 23,100
AMETEK, Inc. 30,000 671,250
Charter Power Systems, Inc. 35,000 997,500
Kuhlman Corp. 18,000 454,500
MagneTek, Inc. (a) 73,000 1,222,750
Powerwave Technologies, Inc. 100,000 1,662,500
5,031,600
INDUSTRIAL MACHINERY & EQUIPMENT - 3.2%
BW/IP Holdings, Inc. Class A 71,000 1,153,750
Commercial Intertech Corp. 135,000 1,603,125
Donaldson Co., Inc. 32,000 1,096,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Gardner Denver Machinery, Inc. (a) 64,000 $ 1,456,000
Kaydon Corp. 21,000 929,250
Keystone International, Inc. 48,000 948,000
Lindsay Manufacturing Co. 15,000 427,500
Manitowoc Co., Inc. 70,000 2,835,000
Robbins & Myers, Inc. 40,000 1,100,000
Watts Industries, Inc. Class A 110,000 2,805,000
14,353,625
POLLUTION CONTROL - 0.5%
Zurn Industries, Inc. 78,000 1,930,500
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 21,315,725
MEDIA & LEISURE - 1.5%
BROADCASTING - 0.0%
Smartalk Teleservices, Inc. (a) 8,000 86,000
ENTERTAINMENT - 0.1%
GC Companies, Inc. (a) 6,000 240,750
LEISURE DURABLES & TOYS - 0.1%
K2, Inc. 16,000 418,000
LODGING & GAMING - 0.1%
Colonial Downs Holdings, Inc. Class A 4,000 28,500
Homegate Hospitality, Inc. 100,000 650,000
678,500
PUBLISHING - 0.1%
McClatchy Newspapers, Inc. Class A 12,500 314,063
Score Board, Inc. (a) 28,471 32,030
346,093
RESTAURANTS - 1.1%
CKE Restaurants, Inc. 56,000 1,099,000
Foodmaker, Inc. (a) 161,000 1,750,875
Morton's Restaurant Group, Inc. (a) 20,000 302,500
Ryan's Family Steak Houses, Inc. (a) 90,000 798,750
Sbarro, Inc. 32,000 904,000
4,855,125
TOTAL MEDIA & LEISURE 6,624,468
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - 2.6%
BEVERAGES - 0.2%
Coors (Adolph) Co. Class B 33,000 $ 754,875
FOODS - 0.7%
Chiquita Brands International, Inc. 88,000 1,265,000
Morningstar Group, Inc. (a) 20,000 485,000
Universal Foods Corp. 46,000 1,621,500
3,371,500
HOUSEHOLD PRODUCTS - 0.5%
Aptargroup, Inc. 6,000 240,000
Brady (W.H.) Co. Class A 13,000 326,625
Guest Supply, Inc. (a) 24,000 228,000
Paragon Trade Brands, Inc. (a) 81,000 1,296,000
2,090,625
TOBACCO - 1.2%
Dimon, Inc. 57,000 1,125,750
Swisher International Group, Inc. Class A 139,000 2,189,250
Universal Corp. 78,000 2,184,000
5,499,000
TOTAL NONDURABLES 11,716,000
RETAIL & WHOLESALE - 10.1%
APPAREL STORES - 4.9%
American Eagle Outfitters, Inc. (a) 34,000 403,750
Buckle, Inc. (The) (a) 40,000 590,000
Burlington Coat Factory Warehouse Corp. (a) 70,000 1,330,000
Dress Barn, Inc. (a) 60,000 832,500
Hibbett Sporting Goods, Inc. 3,000 48,000
Ross Stores, Inc. 658,000 18,506,250
21,710,500
APPLIANCE STORES - 0.3%
Cellstar Corp. (a) 55,000 1,320,000
GENERAL MERCHANDISE STORES - 1.2%
Family Dollar Stores, Inc. 135,000 3,526,875
MacFrugals Bargains Closeouts, Inc. (a) 56,000 1,638,000
5,164,875
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 0.9%
Fleming Companies, Inc. 110,000 $ 1,787,500
Riser Foods, Inc. Class A 15,000 519,375
Smith's Food & Drug Center, Inc. 57,000 1,909,500
4,216,375
RETAIL & WHOLESALE, MISCELLANEOUS - 2.8%
Damark International, Inc. Class A (a) 70,000 647,500
Guitar Center, Inc. 6,000 84,750
Land's End, Inc. (a) 80,000 2,140,000
Pier 1 Imports, Inc. 157,000 3,100,750
Tiffany & Co., Inc. 168,000 6,657,000
12,630,000
TOTAL RETAIL & WHOLESALE 45,041,750
SERVICES - 1.3%
ADVERTISING - 0.2%
ADVO, Inc. (a) 57,000 691,125
EDUCATIONAL SERVICES - 0.1%
Educational Medical, Inc. 80,000 680,000
LEASING & RENTAL - 0.0%
Hertz Corp. Class A 2,000 58,000
PRINTING - 0.5%
New England Business Service, Inc. 29,000 764,875
Valassis Communications, Inc. (a) 62,000 1,519,000
2,283,875
SERVICES - 0.5%
Franklin Quest Co. (a) 54,000 1,140,750
Personnel Group of America, Inc. (a) 40,000 960,000
2,100,750
TOTAL SERVICES 5,813,750
TECHNOLOGY - 8.6%
COMMUNICATIONS EQUIPMENT - 1.2%
Dynatech Corp. (a) 60,000 2,085,000
Jabil Circuit, Inc. (a) 69,000 3,337,875
5,422,875
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - 2.9%
Award Software International, Inc. 50,000 $ 581,250
Black Box Corp. (a) 12,900 304,763
Computer Task Group, Inc. 18,000 776,250
DR Solomons Group PLC sponsored ADR 23,000 531,875
Inacom Corp. (a) 120,000 2,655,000
Qualix Group, Inc. 23,500 146,875
Rainbow Technologies, Inc. (a) 26,000 380,250
SPSS, Inc. (a) 23,000 609,500
STB Systems, Inc. (a) 15,000 380,625
Santa Cruz Operation, Inc. (a) 43,000 198,875
Symantec Corp. (a) 313,000 4,499,375
Systems & Computer Technology Corp. (a) 15,000 296,250
Template Software, Inc. 2,000 16,750
Viewlogic Systems, Inc. (a) 43,000 602,000
Wall Data, Inc. (a) 43,000 900,313
12,879,951
COMPUTERS & OFFICE EQUIPMENT - 1.5%
Accent Color Sciences, Inc. 75,000 496,875
Miami Computer Supply Corp. 45,000 410,625
Microtouch Systems, Inc. (a) 58,000 1,239,750
Stratus Computer, Inc. (a) 115,000 4,470,625
6,617,875
ELECTRONIC INSTRUMENTS - 1.1%
Fisher Scientific International, Inc. 31,000 1,313,625
Fluke Corp. 33,000 1,489,125
Waters Corp. (a) 72,000 2,133,000
4,935,750
ELECTRONICS - 1.9%
Dallas Semiconductor Corp. 110,000 4,015,000
Esterline Technologies Corp. (a) 30,000 847,500
Griffon Corp. (a) 35,100 425,588
Innovex, Inc. 30,700 982,400
Rexel, Inc. (a) 141,000 2,485,125
8,755,613
TOTAL TECHNOLOGY 38,612,064
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TRANSPORTATION - 1.7%
AIR TRANSPORTATION - 0.6%
Alaska Air Group, Inc. (a) 60,000 $ 1,492,500
Atlantic Coast Airlines, Inc. (a) 20,000 245,000
Mesaba Holdings, Inc. (a) 20,000 247,500
Midwest Express Holdings, Inc. (a) 15,000 618,750
2,603,750
SHIPPING - 0.5%
Kirby Corp. (a) 103,000 1,879,750
OMI Corp. (a) 39,000 390,000
2,269,750
TRUCKING & FREIGHT - 0.6%
Expeditors International of Washington, Inc. 35,000 875,000
Harper Group 13,000 305,500
Rollins Truck Leasing Corp. 45,000 590,625
Yellow Corp. (a) 42,000 808,500
2,579,625
TOTAL TRANSPORTATION 7,453,125
UTILITIES - 3.5%
ELECTRIC UTILITY - 1.3%
Central Hudson Gas & Electric Corp. 22,000 676,500
Central Louisiana Electric Co., Inc. 58,000 1,486,250
Orange & Rockland Utilities, Inc. 12,000 375,000
Public Service Co. of New Mexico 100,000 1,662,500
TNP Enterprises, Inc. 34,000 714,000
Tucson Electric Power Co. 78,400 1,117,200
6,031,450
GAS - 2.1%
Aquila Gas Pipeline Corp. 24,700 348,888
MDU Resources Group, Inc. 57,800 1,343,850
Northwest Natural Gas Co. 31,500 763,875
ONEOK, Inc. 77,804 2,314,662
Southwest Gas Corp. 58,000 964,250
Tejas Gas Corp. (a) 29,000 1,203,500
UGI Corp. 100,000 2,275,000
9,214,025
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 0.1%
Viatel, Inc. (a) 50,000 $ 312,500
TOTAL UTILITIES 15,557,975
TOTAL COMMON STOCKS
(Cost $341,406,646) 396,091,773
CASH EQUIVALENTS - 11.3%

Taxable Central Cash Fund (b) (Cost $50,270,434) 50,270,434 50,270,434
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $391,677,080) $ 446,362,207
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.45%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At April 30, 1997, the aggregate cost of investment securities for income
tax purposes was $391,796,408. Net unrealized appreciation aggregated
$54,565,799, of which $69,742,627 related to appreciated investment
securities and $15,176,828 related to depreciated investment securities.
The fund hereby designates approximately $2,908,000 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, 1997

ASSETS

Investment in securities, at value (cost $391,677,080) - $ 446,362,207
See accompanying schedule

Receivable for investments sold 4,689,493

Receivable for fund shares sold 966,452

Dividends receivable 276,885

Interest receivable 119,802

Redemption fees receivable 19

Other receivables 271,302

TOTAL ASSETS 452,686,160

LIABILITIES

Payable for fund shares redeemed $ 1,652,711

Accrued management fee 188,077

Other payables and accrued expenses 179,865

TOTAL LIABILITIES 2,020,653

NET ASSETS $ 450,665,507

Net Assets consist of:

Paid in capital $ 382,700,522

Undistributed net investment income 2,279,590

Accumulated undistributed net realized gain (loss) on 11,000,268
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 54,685,127
investments

NET ASSETS, for 34,514,682 shares outstanding $ 450,665,507

NET ASSET VALUE and redemption price per share $13.06
($450,665,507 (divided by) 34,514,682 shares)

Maximum offering price per share (100/97.00 of $13.06) $13.46

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED APRIL 30, 1997

INVESTMENT INCOME $ 3,559,095
Dividends

Interest 3,621,433

TOTAL INCOME 7,180,528

EXPENSES

Management fee $ 3,582,980
Basic fee

Performance adjustment (589,830)

Transfer agent fees 1,756,289

Accounting fees and expenses 316,067

Non-interested trustees' compensation 3,341

Custodian fees and expenses 47,236

Registration fees 51,738

Audit 29,145

Legal 8,330

Miscellaneous 3,633

Total expenses before reductions 5,208,929

Expense reductions (282,464) 4,926,465

NET INVESTMENT INCOME 2,254,063

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

Investment securities 5,669,463

Foreign currency transactions 14

Futures contracts 5,564,907 11,234,384

Change in net unrealized appreciation (depreciation) on (32,500,724)
investment securities

NET GAIN (LOSS) (21,266,340)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ (19,012,277)
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

Operations $ 2,254,063 $ 1,921,992
Net investment income

Net realized gain (loss) 11,234,384 103,781,965

Change in net unrealized appreciation (depreciation) (32,500,724) 27,853,163

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (19,012,277) 133,557,120
FROM OPERATIONS

Distributions to shareholders (465,966) (2,767,732)
From net investment income

From net realized gain (23,807,815) (29,041,972)

TOTAL DISTRIBUTIONS (24,273,781) (31,809,704)

Share transactions 341,395,048 797,374,193
Net proceeds from sales of shares

Reinvestment of distributions 24,127,354 31,586,673

Cost of shares redeemed (427,019,838) (938,938,514)

Redemption fees 875,845 67,458

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (60,621,591) (109,910,190)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (103,907,649) (8,162,774)

NET ASSETS

Beginning of period 554,573,156 562,735,930

End of period (including undistributed net investment $ 450,665,507 $ 554,573,156
income of $2,279,590 and $1,263,137, respectively)

OTHER INFORMATION
Shares

Sold 25,235,333 60,870,576

Issued in reinvestment of distributions 1,776,683 2,512,301

Redeemed (32,432,593) (74,948,283)

Net increase (decrease) (5,420,577) (11,565,406)

</TABLE>

FINANCIAL HIGHLIGHTS
YEARS ENDED APRIL 30, JUNE 28, 1993
(COMMENCEMEN
T OF OPERATIONS)
TO APRIL 30,

1997 1996 1995 1994

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

Net asset value, beginning of period $ 13.89 $ 10.93 $ 10.61 $ 10.00

Income from Investment Operations

Net investment income .06 F .07 .05 .02

Net realized and unrealized (.39) 3.74 .28 .65
gain (loss)

Total from investment operations (.33) 3.81 .33 .67

Less Distributions

From net investment income (.01) (.08) (.01) -

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

From net realized gain (.51) (.77) - -

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

Total distributions (.52) (.85) (.01) (.06)

Redemption fees added to paid .02 - - -
in capital

Net asset value, end of period $ 13.06 $ 13.89 $ 10.93 $ 10.61

TOTAL RETURN B, C (2.38)% 35.72% 3.12% 6.70%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 450,666 $ 554,573 $ 562,736 $ 661,804
(000 omitted)

Ratio of expenses to average net .95% 1.01% .97% 1.20% A
assets

Ratio of expenses to average net .90% D .99% D .90% D 1.18% A,
assets after expense reductions D

Ratio of net investment income to .41% .39% .40% .03% A
average net assets

Portfolio turnover rate 176% 192% 182% 210% A

Average commission rate E $ .0365

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
E FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
F NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1997

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 financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. 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 with remaining maturities of sixty days or less for which
quotations are not readily available 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. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. The effects of changes in foreign currency exchange
rates on investments in securities are included with the net realized and
unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Non-cash dividends included in dividend income, if any,
are recorded at the fair market value of the securities received. Interest
income
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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 litigation
proceeds, futures transactions, foreign currency transactions, passive
foreign investment companies (PFIC), and losses deferred due to wash sales.
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.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions may
include temporary book and tax basis differences which will reverse in a
subsequent period. Any taxable income or gain remaining at fiscal year end
is distributed in the following year.
REDEMPTION FEES. Shares held in the fund less than 90 days are subject to a
redemption fee equal to .75% of the proceeds of the redeemed shares. The
fee, which is retained by the fund, is accounted for as an addition to paid
in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities.
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 foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
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 for U.S.
Treasury or Federal Agency obligations.
2. OPERATING POLICIES -
CONTINUED
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Dividends from
the Cash Fund are declared daily and paid monthly from net interest income.
Income distributions received by the fund are recorded as interest income
in the accompanying financial statements.
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market and to fluctuations in currency values. Buying
futures tends to increase the fund's exposure to the underlying instrument,
while selling futures tends 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.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $841,622,067 and $886,333,622, respectively.
The market value of futures contracts opened and closed during the period
amounted to $333,406,497 and $338,971,404, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
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 ".20%
of the fund's average net assets over the performance period) based on the
fund's investment performance as compared to the appropriate index over a
specified period of time. For the period, the management fee was equivalent
to an annual rate of .55% 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 $517,712 on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, is the fund's transfer, dividend disbursing and shareholder servicing
agent. FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annual rate of .32%
of average net assets.
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 $102,012 for the period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$253,888 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by $8,934
and $19,642, respectively, under these arrangements.
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, 1997, 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 three years in the period then ended
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 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, 1997 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, 1997, 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 three years in the
period 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.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 5, 1997

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
Fidelity Management & Research
(U.K.) Inc., London, England
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Bradford Lewis, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
TechnoQuant(trademark) Growth Fund
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
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)
TouchTone Xpress 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE
FIDELITY SMALL CAP STOCK FUND
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS 02109

TO THE SHAREHOLDERS:
The Board of Trustees of Fidelity Small Cap Stock Fund voted to pay on June
9, 1997, to shareholders of record at the opening of business on June 6,
1997, a distribution of $.25 derived from capital gains realized from sales
of portfolio securities and $.05 derived from net investment income.
In the opinion of management, regardless of whether you took payments in
cash or in additional shares, the distribution will be reportable for tax
purposes for the year 1997. You will be notified at a later date as to the
tax treatment of this distribution.
If your account is a Fidelity prototype retirement plan such as an
Individual Retirement Account (IRA), a Keogh Plan, a 403(b), or a qualified
pension or profit sharing plan, the above information is provided for
informational purposes only and is not reportable for tax purposes in 1997.

FIDELITY SMALL CAP STOCK FUND
June 6, 1997

(2_FIDELITY_LOGOS)FIDELITY

LARGE CAP STOCK
FUND
ANNUAL REPORT
APRIL 30, 1997
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 6 The managers' 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 27 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 28

Fidelity Large Cap Stock 17.35% 37.91%

S&P 500 (registered trademark) 25.13% 53.43%

Growth Funds Average 12.48% 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
June 22, 1995. For example, if you invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be $1,050.
You can compare the fund's returns to the performance of the Standard &
Poor's 500 Index - a widely recognized, unmanaged index of common stocks.
To measure how the fund's performance stacked up against its peers, you can
compare it to the performance of the growth funds average, which reflects
the performance of mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. The past one year average represents a peer group
of 736 mutual funds. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 1 LIFE OF
YEAR FUND

Fidelity Large Cap Stock 17.35% 18.86%

S&P 500 25.13% 25.88%

Growth Funds Average 12.48% n/a

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
long-term growth and
short-term volatility. 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
Concerns in March and April over
higher interest rates and the
possibility of weaker corporate
earnings provided the only
significant pause in the U.S. stock
market's upward climb during the
12 months that ended April 30, 1997.
The Standard & Poor's 500 Index
returned 25.13% during the period
- - well above its long-term
average of about 11%. The stock
market spent much of the period
breaking price and trading volume
records. Solid corporate earnings,
large inflows into mutual funds,
widespread optimism, moderate
economic growth, low inflation and
a generally favorable interest rate
environment propelled share
prices higher. In February,
however, Federal Reserve Board
Chairman Alan Greenspan
indicated the Fed's inclination to
raise short-term interest rates to
head off inflation that might be
caused by a tight labor market.
Because higher interest rates tend
to slow economic growth and
increase borrowing costs, the stock
market faltered as the Fed's
March 25 Open Market
Committee approached. At that
meeting, the Fed raised a key
short-term interest rate. The stock
market, already at historically high
valuations following sizable gains,
reacted coolly. It sold off sharply
through mid-April, when positive
news on the inflation front
emerged. The market recovered
from that point, almost regaining
the peak it had reached in March,
when the Dow Jones Industrial
Average closed above 7000 for
the first time.
An interview with Thomas Sprague, Portfolio Manager of Fidelity Large Cap
Stock Fund
Q. HOW DID THE FUND PERFORM, TOM?
A. For the 12 months that ended April 30, 1997, the fund had a return of
17.35%. The Standard & Poor's 500 Index returned 25.13% over the same
period, while the growth funds average - as tracked by Lipper Analytical
Services - returned 12.48%.
Q. WHAT FACTORS CONTRIBUTED TO THE RETURN DIFFERENCES BETWEEN THE FUND AND
ITS INDEX AND PEER GROUP?
A. The environment over the past 12 months has been very favorable for the
stock market. Returns across the board have been strong due to a
combination of good earnings growth and stable interest rates, two of the
primary drivers behind stock performance. Another factor - and this helps
explain the difference in return between the fund and the S&P 500 - has
been the amazing "narrowness" of the market. By that I mean that a select
group of the mega-cap stocks - including names like Microsoft, Coca-Cola,
General Electric and Intel - drastically outperformed the general large-cap
universe. As these companies grew in market value, their weighting in the
index grew as well. With respect to the Lipper group, the difference in
return may be attributable to the fact that the fund's average market
capitalization - the overall market value of the companies held in the
portfolio - was higher than that of the average growth fund. Because of
this, the large-cap rally helped the fund post a higher return.
Q. HOW DID THIS ENVIRONMENT HURT THE FUND? DID IT HELP IN ANY WAY?
A. The fund had positions in each of the stocks I mentioned above, but was
underweighted relative to the index. The reason for this can be traced to
my valuation methodology. When I'm looking at stocks, I try to stick to my
discipline of finding companies with attractive valuations and good
earnings growth prospects. While I felt the valuations of these mega-caps
was excessive, the market apparently thought otherwise. One indirect
benefit of this narrowness is that the relative price-to-earnings to growth
ratio of the fund's holdings became more attractive. As mega-cap valuations
soared, it created more opportunities in the large- and medium-large cap
areas. Thus, the growth rates of the stocks I owned at the end of the
period had not been fully discounted by the market, leaving them room to
grow.
Q. WHAT OTHER FACTORS CONTRIBUTED TO PERFORMANCE?
A. Two other specific factors affecting return were the fund's positions in
technology and finance stocks. In terms of technology, I didn't own enough
of the mega-cap names such as Microsoft and Intel relative to the index.
Additionally, the fund's stake in networking stocks - those that link
together communications equipment - proved disappointing as a short-term
earnings slowdown occurred. The flip side was the financial services area.
In conjunction with the stable interest rate environment, many financial
services companies had attractive price-to-earnings ratios and showed signs
of positive earnings growth.
Q. WHICH INDIVIDUAL STOCKS CONTRIBUTED POSITIVELY TO PERFORMANCE? WHICH
ONES HURT?
A. Stocks that performed well included Halliburton and Schlumberger - two
companies that provide drilling equipment to oil and gas companies. The
fund's position in Allstate also reacted positively as the company
addressed its hurricane risk exposure in Florida and its earthquake risk in
California. Disappointments included CSX, a large railroad company, and
Ascend Communications. Both companies were involved in separate
acquisitions that the market deemed illogical.
Q. WHAT'S YOUR OUTLOOK?
A. I believe two factors have the most influence on a stock's performance:
interest rates and earnings growth. When rates are falling, the market
generally prospers. When rates are up, the market suffers. When earnings
are up, the market is smiling. When they're down, the smile is replaced by
a frown. Since I'm not making investment decisions based on interest rate
direction, I'll continue to emphasize earnings growth. This strategy may
lead me to the technology area - where certain segments of the networking
sector appear poised to grow - as well as to the health care sector, where
I feel earnings growth could be healthy.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

FUND FACTS
GOAL: to seek long-term
growth of capital by
investing in companies with
market capitalizations
greater than $1 billion at
the time of investment
FUND NUMBER: 338
TRADING SYMBOL: FLCSX
START DATE: June 22, 1995
SIZE: as of April 30, 1997,
more than $117 million
MANAGER: Tom Sprague,
since March 1996; manager,
Fidelity Advisor Large Cap
Stock Fund, since 1996;
joined Fidelity in 1989
(checkmark)
TOM SPRAGUE ON THE
IMPORTANCE OF EARNINGS
GROWTH:
"I can't stress how important
earnings growth is to my
investing discipline. From
1978 to 1995, the companies
that grew their earnings the
fastest outperformed the
slower earnings-growth
companies in all but two
years. To me, this illustrates
the strong influence of
earnings growth on a stock's
performance. Finding those
companies that are or have
the potential to grow their
earnings quickly depends on
a number of factors, most
notably the industry in which
that company operates. Unit
growth is essential. While the
big automakers don't have
much room for unit growth,
companies in the technology
and health care sectors spend
lots of money on research and
development in their quest of
developing products that are
faster, such as PCs, or better,
such as a new and exciting
drug. Good earnings growth
can also come from
companies with low cost
structures. Our goal is to find
companies that are on the
cusp of increasing their
earnings, so we have analysts
combing the countryside for
opportunities. If I can get the
earnings part of my strategy
right, there's a good chance
the fund will generate nice
returns."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 2.0 2.0

Phillip Morris Companies, Inc. 1.8 1.3

Owens-Illinois, Inc. 1.7 1.3

American Home Products Corp. 1.6 1.4

Allstate Corp. 1.6 1.3

NationsBank Corp. 1.6 1.3

Marriott International, Inc. 1.5 0.6

Adaptec, Inc. 1.4 1.5

Tyco International Ltd. 1.4 1.0

SBC Communications, Inc. 1.4 0.8

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Technology 16.0 19.1

Health 13.4 12.7

Finance 12.0 11.8

Retail & Wholesale 8.4 9.9

Industrial Machinery & Equipment 7.4 4.6

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF APRIL 30, 1997 * AS OF OCTOBER 31, 1996 **
Row: 1, Col: 1, Value: 6.0
Row: 1, Col: 2, Value: 50.0
Row: 1, Col: 3, Value: 44.0
Stocks 91.4%

Short-term
investments 8.6%

FOREIGN
INVESTMENTS 3.3%
Stocks 94.0%

Short-term
investments 6.0%

FOREIGN
INVESTMENTS 3.5%
Row: 1, Col: 1, Value: 8.6
Row: 1, Col: 2, Value: 91.40000000000001
*
**
INVESTMENTS APRIL 30, 1997

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 94.0%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 2.4%
AEROSPACE & DEFENSE - 2.2%
AlliedSignal, Inc. 13,400 $ 968,150
Boeing Co. 7,500 739,688
Lockheed Martin Corp. 9,580 857,410
2,565,248
SHIP BUILDING & REPAIR - 0.2%
General Dynamics Corp. 4,200 299,250
TOTAL AEROSPACE & DEFENSE 2,864,498
BASIC INDUSTRIES - 3.6%
CHEMICALS & PLASTICS - 1.5%
Monsanto Co. 13,800 589,950
Praxair, Inc. 13,000 671,125
Union Carbide Corp. 10,200 508,725
1,769,800
PACKAGING & CONTAINERS - 1.7%
Owens-Illinois, Inc. (a) 73,370 1,980,990
PAPER & FOREST PRODUCTS - 0.4%
Kimberly-Clark Corp. 8,300 425,375
TOTAL BASIC INDUSTRIES 4,176,165
CONSTRUCTION & REAL ESTATE - 0.6%
BUILDING MATERIALS - 0.6%
Sherwin-Williams Co. 23,800 719,950
DURABLES - 2.1%
AUTOS, TIRES, & ACCESSORIES - 0.9%
Snap-on Tools Corp. 19,100 735,350
Tower Automotive, Inc. (a) 6,400 236,800
972,150
CONSUMER ELECTRONICS - 0.3%
Newell Co. 10,400 364,000
HOME FURNISHINGS - 0.7%
Leggett & Platt, Inc. 24,000 834,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
DURABLES - CONTINUED
TEXTILES & APPAREL - 0.2%
Warnaco Group, Inc. Class A 8,200 $ 233,700
TOTAL DURABLES 2,403,850
ENERGY - 7.4%
ENERGY SERVICES - 3.2%
BJ Services Co. (a) 14,000 659,750
Dresser Industries, Inc. 21,500 642,313
Halliburton Co. 19,300 1,363,063
Schlumberger Ltd. 7,640 846,130
Weatherford Enterra, Inc. (a) 6,300 200,025
3,711,281
OIL & GAS - 4.2%
Anadarko Petroleum Corp. 5,200 285,350
British Petroleum PLC ADR 11,490 1,581,311
Burlington Resources, Inc. 11,800 500,025
Coastal Corp. (The) 13,000 617,500
Oryx Energy Co. (a) 17,600 352,000
Royal Dutch Petroleum Co. ADR 4,900 883,225
Texaco, Inc. 3,800 400,900
Unocal Corp. 9,168 349,530
4,969,841
TOTAL ENERGY 8,681,122
FINANCE - 12.0%
BANKS - 3.9%
BankAmerica Corp. 11,200 1,309,000
Bank of New York Co., Inc. 35,080 1,385,660
NationsBank Corp. 31,200 1,883,700
4,578,360
CREDIT & OTHER FINANCE - 1.8%
American Express Co. 23,610 1,555,309
Fleet Financial Group, Inc. 6,000 366,000
Household International, Inc. 2,300 202,400
2,123,709
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
FEDERAL SPONSORED CREDIT - 1.9%
Federal Home Loan Mortgage Corporation 27,300 $ 870,188
Federal National Mortgage Association 31,700 1,303,663
2,173,851
INSURANCE - 4.4%
Aetna, Inc. 8,400 765,450
Allstate Corp. 28,771 1,884,501
AMBAC, Inc. 12,600 815,850
MBIA, Inc. 7,600 740,050
UNUM Corp. 12,000 924,000
5,129,851
TOTAL FINANCE 14,005,771
HEALTH - 13.4%
DRUGS & PHARMACEUTICALS - 5.7%
American Home Products Corp. 29,020 1,922,575
Bristol-Myers Squibb Co. 17,000 1,113,500
Merck & Co., Inc. 16,970 1,535,785
Pfizer, Inc. 6,150 590,400
Schering-Plough Corp. 11,390 911,200
SmithKline Beecham PLC ADR 7,400 596,625
6,670,085
MEDICAL EQUIPMENT & SUPPLIES - 4.1%
Abbott Laboratories 7,000 427,000
Baxter International, Inc. 18,980 908,668
Becton, Dickinson & Co. 20,940 963,240
Bergen Brunswig Corp. Class A 26,600 907,725
Cardinal Health, Inc. 6,150 327,488
Johnson & Johnson 15,800 967,750
St. Jude Medical, Inc. (a) 8,820 286,650
4,788,521
MEDICAL FACILITIES MANAGEMENT - 3.6%
Columbia/HCA Healthcare Corp. 33,775 1,182,125
HEALTHSOUTH Rehabilitation Corp. (a) 28,900 570,775
Health Management Associates, Inc. Class A (a) 19,730 527,778
PacifiCare Health Systems, Inc. Class B (a) 7,500 601,875
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - CONTINUED
Tenet Healthcare Corp. (a) 32,100 $ 834,600
Vencor, Inc. (a) 12,600 524,475
4,241,628
TOTAL HEALTH 15,700,234
INDUSTRIAL MACHINERY & EQUIPMENT - 7.4%
ELECTRICAL EQUIPMENT - 3.0%
Alcatel Alsthom Compagnie Generale d'Electricite SA
sponsored ADR 27,000 600,750
General Electric Co. 20,690 2,294,004
Westinghouse Electric Corp. 35,400 601,800
3,496,554
INDUSTRIAL MACHINERY & EQUIPMENT - 3.9%
Case Corp. 16,700 924,763
Caterpillar, Inc. 8,770 780,530
Ingersoll-Rand Co. 14,300 702,488
Stanley Works 15,200 590,900
Tyco International Ltd. 26,860 1,638,460
4,637,141
POLLUTION CONTROL - 0.5%
Browning-Ferris Industries, Inc. 15,200 431,300
Ogden Corp. 6,100 128,100
559,400
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 8,693,095
MEDIA & LEISURE - 5.7%
ENTERTAINMENT - 0.9%
Carnival Cruise Lines, Inc. Class A 11,500 424,063
MGM Grand, Inc. (a) 17,700 597,375
1,021,438
LEISURE DURABLES & TOYS - 0.2%
Hasbro, Inc. 10,900 272,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - 3.7%
HFS, Inc. (a) 22,180 $ 1,314,165
Hilton Hotels Corp. 10,300 278,100
La Quinta Motor Inns, Inc. 33,500 732,813
Marriott International, Inc. 31,040 1,714,960
Mirage Resorts, Inc. (a) 11,500 231,438
4,271,476
PUBLISHING - 0.3%
Times Mirror Co. Class A 6,300 348,075
RESTAURANTS - 0.6%
Rainforest Cafe, Inc. (a) 30,700 732,963
TOTAL MEDIA & LEISURE 6,646,452
NONDURABLES - 6.9%
AGRICULTURE - 0.4%
Pioneer Hi-Bred International, Inc. 6,400 452,000
BEVERAGES - 1.4%
Coca-Cola Co. (The) 3,660 232,868
PepsiCo, Inc. 41,840 1,459,170
1,692,038
FOODS - 1.3%
ConAgra, Inc. 3,800 218,975
Hershey Foods Corp. 6,900 374,325
Ralston Purina Co. 5,770 475,304
Sara Lee Corp. 11,000 462,000
1,530,604
HOUSEHOLD PRODUCTS - 1.6%
Clorox Co. 3,800 484,025
Gillette Co. 2,600 221,000
Procter & Gamble Co. 8,990 1,130,493
1,835,518
TOBACCO - 2.2%
Philip Morris Companies, Inc. 52,540 2,068,763
RJR Nabisco Holdings Corp. 16,496 490,756
2,559,519
TOTAL NONDURABLES 8,069,679
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
PRECIOUS METALS - 0.3%
Newmont Mining Corp. 9,300 $ 322,013
RETAIL & WHOLESALE - 8.4%
APPAREL STORES - 0.7%
Gymboree Corp. (a) 8,120 224,823
Payless ShoeSource, Inc. (a) 14,500 616,250
841,073
DRUG STORES - 0.9%
Rite Aid Corp. 23,100 1,062,600
GENERAL MERCHANDISE STORES - 1.8%
Consolidated Stores Corp. 10,900 436,000
Sears, Roebuck & Co. 22,980 1,103,040
Wal-Mart Stores, Inc. 19,000 536,750
2,075,790
GROCERY STORES - 1.7%
American Stores Co. 13,100 596,050
Kroger Co. (The) (a) 25,800 709,500
Safeway, Inc. (a) 16,200 722,925
2,028,475
RETAIL & WHOLESALE, MISCELLANEOUS - 3.3%
Circuit City Stores, Inc. - Circuit City Group 28,700 1,137,238
Lowe's Companies, Inc. 15,810 600,780
PETsMART, Inc. (a) 36,300 610,294
Toys "R" Us, Inc. (a) 44,300 1,262,550
Viking Office Products, Inc. (a) 18,700 254,788
3,865,650
TOTAL RETAIL & WHOLESALE 9,873,588
SERVICES - 2.9%
ADVERTISING - 0.5%
Omnicom Group, Inc. 11,700 620,100
SERVICES - 2.4%
AccuStaff, Inc. (a) 35,600 649,700
Block (H&R), Inc. 8,200 264,450
CDI Corp. (a) 20,700 784,013
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SERVICES - CONTINUED
SERVICES - CONTINUED
Service Corp. International 16,660 $ 570,605
Sitel Corp. (a) 56,600 558,925
2,827,693
TOTAL SERVICES 3,447,793
TECHNOLOGY - 16.0%
COMMUNICATIONS EQUIPMENT - 2.8%
Ascend Communications, Inc. (a) 24,790 1,134,143
Aspect Telecommunications Corp. (a) 30,100 534,275
Cisco Systems, Inc. (a) 5,460 282,555
Network General Corp. (a) 34,800 478,500
Pairgain Technologies, Inc. (a) 32,400 842,400
3,271,873
COMPUTER SERVICES & SOFTWARE - 3.3%
Automatic Data Processing, Inc. 15,960 722,190
CUC International, Inc. (a) 55,223 1,166,586
Equifax, Inc. 9,900 284,625
Forte Software, Inc. (a) 31,000 293,531
Microsoft Corp. (a) 5,900 716,850
Oracle Systems Corp. (a) 7,300 290,175
SunGard Data Systems, Inc. (a) 10,600 470,375
3,944,332
COMPUTERS & OFFICE EQUIPMENT - 5.3%
Adaptec, Inc. (a) 45,440 1,681,280
Comdisco, Inc. 22,900 727,075
EMC Corp. (a) 8,400 305,550
Fore Systems, Inc. (a) 63,900 974,475
International Business Machines Corp. 7,920 1,273,140
Pitney Bowes, Inc. 19,010 1,216,640
6,178,160
ELECTRONIC INSTRUMENTS - 0.2%
Lam Research Corp. (a) 7,300 211,700
ELECTRONICS - 3.6%
Altera Corp. (a) 6,400 317,200
Analog Devices, Inc. (a) 32,400 866,700
Intel Corp. 5,700 872,813
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Linear Technology Corp. 22,140 $ 1,112,535
Maxim Integrated Products, Inc. (a) 11,400 602,775
Texas Instruments, Inc. 4,600 410,550
4,182,573
PHOTOGRAPHIC EQUIPMENT - 0.8%
Eastman Kodak Co. 12,070 1,007,845
TOTAL TECHNOLOGY 18,796,483
TRANSPORTATION - 0.5%
RAILROADS - 0.5%
CSX Corp. 13,716 639,509
UTILITIES - 4.4%
TELEPHONE SERVICES - 4.4%
Ameritech Corp. 11,250 687,642
Cincinnati Bell, Inc. 10,000 560,000
GTE Corp. 9,600 440,400
LCI International, Inc. (a) 37,000 615,125
MCI Communications Corp. 8,000 305,000
SBC Communications, Inc. 28,680 1,591,740
WorldCom, Inc. (a) 37,500 900,000
TOTAL UTILITIES 5,099,907
TOTAL COMMON STOCKS
(Cost $100,559,078) 110,140,109
CASH EQUIVALENTS - 6.0%
Taxable Central Cash Fund (b) (Cost $7,008,056) 7,008,056 7,008,056
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $107,567,134) $ 117,148,165
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.45%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At April 30, 1997, the aggregate cost of investment securities for income
tax purposes was $107,714,927. Net unrealized appreciation aggregated
$9,433,238, of which $14,337,781 related to appreciated investment
securities and $4,904,543 related to depreciated investment securities.
The fund hereby designates approximately $3,281,000 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, 1997

ASSETS

Investment in securities, at value (cost $107,567,134) - $ 117,148,165
See accompanying schedule

Receivable for investments sold 1,416,268

Receivable for fund shares sold 614,651

Dividends receivable 95,704

Interest receivable 30,176

TOTAL ASSETS 119,304,964

LIABILITIES

Payable for investments purchased $ 602,316

Payable for fund shares redeemed 1,180,075

Accrued management fee 42,671

Other payables and accrued expenses 67,208

TOTAL LIABILITIES 1,892,270

NET ASSETS $ 117,412,694

Net Assets consist of:

Paid in capital $ 100,306,014

Undistributed net investment income 401,335

Accumulated undistributed net realized gain (loss) 7,124,314
on investments

Net unrealized appreciation (depreciation) on 9,581,031
investments

NET ASSETS, for 9,165,597 shares outstanding $ 117,412,694

NET ASSET VALUE, offering price and redemption price per $12.81
share ($117,412,694 (divided by) 9,165,597 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED APRIL 30, 1997

INVESTMENT INCOME $ 1,324,533
Dividends

Interest 355,445

TOTAL INCOME 1,679,978

EXPENSES

Management fee $ 607,070
Basic fee

Performance adjustment (73,325)

Transfer agent fees 312,884

Accounting fees and expenses 65,987

Non-interested trustees' compensation 557

Custodian fees and expenses 29,670

Registration fees 44,445

Audit 28,503

Legal 1,011

Miscellaneous 552

Total expenses before reductions 1,017,354

Expense reductions (22,131) 995,223

NET INVESTMENT INCOME 684,755

REALIZED AND UNREALIZED GAIN (LOSS) 9,226,884
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) 5,099,499
on investment securities

NET GAIN (LOSS) 14,326,383

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 15,011,138
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED JUNE 22, 1995
APRIL 30, (COMMENCEMENT
1997 OF OPERATIONS) TO
APRIL 30,
1996

INCREASE (DECREASE) IN NET ASSETS

Operations $ 684,755 $ 378,629
Net investment income

Net realized gain (loss) 9,226,884 4,227,079

Change in net unrealized appreciation (depreciation) 5,099,499 4,481,532

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 15,011,138 9,087,240
FROM OPERATIONS

Distributions to shareholders (409,596) (234,188)
From net investment income

From net realized gain (5,743,668) -

TOTAL DISTRIBUTIONS (6,153,264) (234,188)

Share transactions 178,330,702 175,308,389
Net proceeds from sales of shares

Reinvestment of distributions 6,084,858 232,753

Cost of shares redeemed (164,026,777) (96,228,157)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 20,388,783 79,312,985
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 29,246,657 88,166,037

NET ASSETS

Beginning of period 88,166,037 -

End of period (including undistributed net investment $ 117,412,694 $ 88,166,037
income of $401,335 and $144,441, respectively)

OTHER INFORMATION
Shares

Sold 14,568,975 16,103,293

Issued in reinvestment of distributions 517,074 21,007

Redeemed (13,441,050) (8,603,702)

Net increase (decrease) 1,644,999 7,520,598

</TABLE>

FINANCIAL HIGHLIGHTS
YEAR ENDED JUNE 22, 1995
APRIL 30, (COMMENCEMEN
T
OF OPERATIONS)
TO
APRIL 30,

1997 1996

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

Net asset value, beginning of period $ 11.72 $ 10.00

Income from Investment Operations

Net investment income .09 D .05

Net realized and unrealized gain (loss) 1.85 1.70

Total from investment operations 1.94 1.75

Less Distributions

From net investment income (.05) (.03)

From net realized gain (.80) -

Total distributions (.85) (.03)

Net asset value, end of period $ 12.81 $ 11.72

TOTAL RETURN B, C 17.35% 17.52%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 117,413 $ 88,166

Ratio of expenses to average net assets 1.01% 1.31% A

Ratio of expenses to average net assets after expense reductions .99% E 1.30% A,
E

Ratio of net investment income to average net assets .68% .70% A

Portfolio turnover rate 110% 155% A

Average commission rate F $ .0366

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
F FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1997

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Large Cap Stock Fund (the fund) is a fund of Fidelity Commonwealth
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. 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 with remaining maturities of sixty days or less for which
quotations are not readily available 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. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. The effects of changes in foreign currency exchange
rates on investments in securities are included with the net realized and
unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the funds are informed of the
ex-dividend
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
date. Non-cash dividends included in dividend income, if any, are recorded
at the fair market value of the securities received. 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
deferred due to wash sales. 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.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments may include temporary book and tax
basis differences which will reverse in a subsequent period. Any taxable
income or gain remaining at fiscal year end is distributed in the following
year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities.
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 foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
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 for U.S.
Treasury or Federal Agency obligations.
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Dividends from
the Cash Fund are declared daily and paid monthly from net interest income.
Income distributions received by the fund are recorded as interest income
in the accompanying financial statements.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $117,577,322 and $104,436,764, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The annual individual fund fee rate is .30%. The
basic fee is subject to a performance adjustment (up to a maximum of ".20%
of the fund's average net assets over the performance period) 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, 1996. For the period, the management fee was equivalent to an annual
rate of .53% of average net assets after the performance adjustment.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, is the fund's transfer, dividend disbursing and shareholder servicing
agent. FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annual rate of .31%
of average net assets.
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 $26,540 for the period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$19,980 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by $1,009
and $1,142, respectively, under these arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Large Cap Stock Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Commonwealth Trust: Fidelity Large Cap Stock Fund, including the
schedule of portfolio investments, as of April 30, 1997, and the related
statement of operations for the year then ended, and the statement of
changes in net assets and the financial highlights for the year then ended
and for the period June 22, 1995 (commencement of operations) to April 30,
1996. 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, 1997 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 Large Cap Stock Fund as of April
30, 1997, the results of its operations for the year then ended, and the
changes in its net assets and the financial highlights for the year then
ended and for the period June 22, 1995 (commencement of operations) to
April 30, 1996, in conformity with generally accepted accounting
principles.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 5, 1997
DISTRIBUTIONS

The Board of Trustees of Fidelity Large Cap Stock Fund voted to pay on June
9, 1997, to shareholders of record at the opening of business on June 6,
1997, a distribution of $.48 per share derived from capital gains realized
from sales of portfolio securities and a dividend of $.03 per share from
net investment income.
A total of 21% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1998 of these percentages for
use in preparing 1997 income tax returns.
MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a day.
BY PHONE
Fidelity TouchTone Xpressprovides a single toll-free number to access
account balances, positions, quotes and trading. It's easy to navigate the
service, and on your first call, the system will help you create a personal
identification number (PIN) for security.
SM
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
For mutual fund and brokerage trading.
1
For quotes.*
2
For account balances and holdings.
3
To review orders and mutual
fund activity.
4
To change your PIN.
5
To speak to a Fidelity representative.
*
0
BY PC
Fidelity's Web site on the Internet provides a wide range of information,
including daily financial news, fund performance, interactive planning
tools and news about Fidelity products and services.
(PHONE_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at 1-800-544-7272
for significant savings on Web access from internetMCI.
SM
(PHONE_GRAPHIC)
FIDELITY ON-LINE XPRESS+
TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity at
1-800-544-7272 or visit our Web site for more information on how to manage
your investments via your PC.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT
IN A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
815 East Birch Street
Brea, CA
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
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
950 Northgate Drive
San Rafael, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
29 South Main Street
West Hartford, 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
1502 N. Westshore Blvd.
Tampa, 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
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
3232 Lake Avenue
Wilmette, IL
INDIANA
4729 East 82nd Street
Indianapolis, IN
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
29155 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
150 Essex Street
Millburn, NJ
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
NEW YORK
1055 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
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
19740 IH 45 North
Spring, 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
511 Pine Street
Seattle, WA
WASHINGTON, DC
1900 K Street, N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, 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
Thomas Sprague, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
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FIDELITY LARGE CAP STOCK FUND
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TO THE SHAREHOLDERS:
The Board of Trustees of Fidelity Large Cap Stock Fund voted to pay on June
9, 1997, to shareholders of record at the opening of business on June 6,
1997, a distribution of $____ derived from capital gains realized from
sales of portfolio securities and $____ derived from net investment income.
In the opinion of management, regardless of whether you took payments in
cash or in additional shares, the distribution will be reportable for tax
purposes for the year 1997. You will be notified at a later date as to the
tax treatment of this distribution.
If your account is a Fidelity prototype retirement plan such as an
Individual Retirement Account (IRA), a Keogh Plan, a 403(b), or a qualified
pension or profit sharing plan, the above information is provided for
informational purposes only and is not reportable for tax purposes in 1997.

FIDELITY LARGE CAP STOCK FUND
June 6, 1997

(2_FIDELITY_LOGOS)SPARTAN

MARKET INDEX
FUND (FORMERLY FIDELITY MARKET
INDEX FUND)
ANNUAL REPORT
APRIL 30, 1997
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 38 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 39

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. Total return
reflects the change in the value of an investment, assuming reinvestment of
the fund's dividend income and capital gains (the profits earned upon the
sale of securities that have grown in value). If Fidelity had not
reimbursed certain fund expenses, total returns would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Spartan Market Index 24.58% 116.35% 185.58%

S&P 500(registered trademark) 25.13% 120.23% 190.23%

S&P 500 Index Objective Funds 24.49% 115.18% n/a
Average

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 500 Index - a widely recognized, unmanaged index of
common stocks. To measure how the fund's performance stacked up against its
peers, you can compare it to the S&P 500 index objective funds average,
which reflects the performance of mutual funds with similar objectives
tracked by Lipper Analytical Services, Inc. The past one year average
represents a peer group of 55 mutual funds. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect of
sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Spartan Market Index 24.58% 16.69% 15.79%

S&P 500 25.13% 17.10% 16.06%

S&P 500 Index Objective Funds Average 24.49% 16.56% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking an arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)
$10,000 OVER LIFE OF FUND
Spartan Market Index SP Standard & Poor 500
00317 SP001
1990/03/06 10000.00 10000.00
1990/03/31 10080.00 10077.26
1990/04/30 9832.00 9825.33
1990/05/31 10828.00 10783.30
1990/06/30 10759.05 10709.97
1990/07/31 10726.82 10675.70
1990/08/31 9755.68 9710.62
1990/09/30 9278.83 9237.71
1990/10/31 9246.32 9197.99
1990/11/30 9843.77 9792.18
1990/12/31 10104.76 10065.38
1991/01/31 10552.31 10504.23
1991/02/28 11307.81 11255.28
1991/03/31 11576.40 11527.66
1991/04/30 11605.36 11555.33
1991/05/31 12101.66 12054.52
1991/06/30 11541.33 11502.42
1991/07/31 12083.37 12038.43
1991/08/31 12362.73 12323.74
1991/09/30 12158.48 12117.94
1991/10/31 12318.02 12280.32
1991/11/30 11818.41 11785.42
1991/12/31 13169.28 13133.67
1992/01/31 12923.44 12889.39
1992/02/29 13084.50 13056.95
1992/03/31 12824.48 12802.34
1992/04/30 13199.92 13178.73
1992/05/31 13259.64 13243.30
1992/06/30 13062.40 13045.98
1992/07/31 13590.56 13579.56
1992/08/31 13311.45 13301.18
1992/09/30 13465.08 13458.13
1992/10/31 13503.97 13505.23
1992/11/30 13957.71 13965.76
1992/12/31 14131.46 14137.54
1993/01/31 14240.20 14256.30
1993/02/28 14431.57 14450.18
1993/03/31 14731.95 14755.08
1993/04/30 14368.79 14398.01
1993/05/31 14749.45 14783.88
1993/06/30 14784.85 14826.75
1993/07/31 14718.47 14767.44
1993/08/31 15267.21 15327.13
1993/09/30 15147.31 15209.11
1993/10/31 15458.89 15523.94
1993/11/30 15307.55 15376.46
1993/12/31 15490.51 15562.52
1994/01/31 16009.85 16091.64
1994/02/28 15571.10 15655.56
1994/03/31 14886.68 14972.97
1994/04/30 15080.31 15164.63
1994/05/31 15323.46 15413.33
1994/06/30 14942.26 15035.70
1994/07/31 15431.43 15528.87
1994/08/31 16056.48 16165.56
1994/09/30 15661.49 15769.50
1994/10/31 16007.70 16124.31
1994/11/30 15420.05 15537.07
1994/12/31 15649.20 15767.48
1995/01/31 16052.46 16176.33
1995/02/28 16671.10 16806.72
1995/03/31 17154.37 17302.69
1995/04/30 17656.61 17812.26
1995/05/31 18352.37 18524.21
1995/06/30 18766.45 18954.53
1995/07/31 19389.52 19583.06
1995/08/31 19436.02 19632.21
1995/09/30 20247.40 20460.69
1995/10/31 20172.60 20387.65
1995/11/30 21046.82 21282.67
1995/12/31 21439.08 21692.57
1996/01/31 22172.32 22430.99
1996/02/29 22371.00 22638.92
1996/03/31 22600.27 22856.93
1996/04/30 22923.54 23193.85
1996/05/31 23503.52 23792.01
1996/06/30 23597.08 23882.66
1996/07/31 22548.32 22827.53
1996/08/31 23009.58 23308.96
1996/09/30 24292.52 24620.79
1996/10/31 24960.81 25299.83
1996/11/30 26833.97 27212.24
1996/12/31 26283.26 26673.17
1997/01/31 27916.74 28339.71
1997/02/28 28123.38 28561.89
1997/03/31 26952.39 27388.28
1997/04/30 28557.59 29023.36
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Spartan Market Index Fund on March 6, 1990, when the fund
started. As the chart shows, by April 30, 1997, the value of the investment
would have grown to $28,558 - a 185.58% increase on the 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
$29,023 - a 190.23% 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
long-term growth and
short-term volatility. 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 Spartan Market
Index Fund (formerly Fidelity Market Index Fund)
Q. HOW DID THE FUND PERFORM, JENNIFER?
A. For the 12-month period that ended April 30, 1997, the fund had a total
return of 24.58%. That compares with the 25.13% return of the Standard &
Poor's 500 Index for the same period. Of course, the fund's total return is
slightly lower than the index due to management expenses. Additionally, the
S&P 500 index objective funds average, as tracked by Lipper Analytical
Services, returned 24.49% for the 12-month period.
Q. WHAT HAVE BEEN SOME OF THE MAJOR DEVELOPMENTS IN THE MARKET RECENTLY?
A. Throughout the past 12 months, the market has been able to shake off
brief downturns and rebound strongly. The most profound of these declines
occurred from the middle of March 1997 through mid-April 1997. In February
1997, Federal Reserve Board Chairman Alan Greenspan indicated in his
semiannual Congressional testimony that the Fed was inclined to raise
short-term interest rates in the first half of 1997, as a pre-emptive
strike against possible inflation caused by a tight labor market. Higher
interest rates tend to increase corporate borrowing costs and slow economic
growth, thus eroding corporate profits. As the Fed's March 25 Open Market
Committee meeting approached and data emerged showing the economy picking
up speed, the market experienced a sharp sell-off. Investors became
convinced that the Fed would raise rates. The Fed did so, increasing a key
short-term rate by 0.25%. The market bounced back in April, however, when
statistics emerged showing that economic growth in the first quarter of
1997 was not accompanied by any significant increase in inflation. By the
end of April, the market had almost recovered to the peak it had reached in
the beginning of March.
Q. IN SUCH A PERIOD OF ECONOMIC STRENGTH, EARNINGS REPORTS MUST HAVE BEEN
SOLID . . .
A. Yes they were. From the third quarter of 1996 through the first quarter
of 1997, earnings came in stronger than expected. At the same time, there
were some concerns that corporate earnings might begin to show some
weakness due to a strong dollar, a tight labor market or higher interest
rates. A strong dollar raises the competitive costs of American goods
abroad. A tight labor market raises the potential for increased wages and
lower profits. Presently, companies have very little pricing power, making
it very difficult for them to pass on higher employment costs in the form
of price increases. Finally, the specter of higher interest rates on the
horizon sparks fears that current levels of corporate profitability might
not be sustained.
Q. HAVE LARGE-CAPITALIZATION STOCKS CONTINUED TO BE THE MARKET LEADERS?
A. Yes they have. For some time we've witnessed what investors call a
"flight to quality," where large-capitalization companies are sought
because of their stable earnings growth and liquidity. As the market
climbed higher and higher over the period, it became more difficult for
portfolio managers to pick stocks that would outperform. Therefore, many
managers have moved to larger companies with established track records as a
way of keeping up with the market. Some large-cap stocks also are
considered "defensive," because they offer steady earnings growth in an
environment where it can be difficult to discern the direction of the
economy.
Q. FINANCIAL SERVICES COMPANIES PROVED TO BE AMONG THE MARKET LEADERS. WHY
WAS THAT?
A. Bank stocks thrived, helped by steadily improving earnings and strong
balance sheets. While fears of higher interest rates tended to hurt these
stocks in March and April, their greater emphasis on fee-based businesses
provided some protection from the negative influence of a more restrictive
Fed posture. Brokerage firms also reaped the rewards of a very active - and
mostly booming - stock market.
Q. WHAT ABOUT TECHNOLOGY?
A. Technology was one of the market leaders for much of the 12-month
period, driven by stronger-than-expected personal computer sales that were
up 20% in 1996 compared to 1995. This demand buoyed many companies with
PC-related products, such as chip maker Intel, which posted very strong
earnings gains. Microsoft also continued its dominance of the software
business. In February and March 1997, however, the technology sector
faltered, largely because the group's valuations were very high and some
companies reported earnings slowdowns. For example, the distribution
channels that sell personal computers - a leading indicator of technology
demand - reported mediocre results.
Q. WERE THERE ANY SECTORS THAT PROVED TO BE LAGGARDS?
A. Stocks in sectors related to communications - such as
telecommunications, utilities and some multimedia stocks - were among those
that struggled. These sectors underperformed the broad market due to
continued concerns about how deregulation will affect such industries as
cable television, telephone and others involved with the distribution of
entertainment and communication services.
Q. WHAT'S YOUR OUTLOOK?
A. At this point, the major wild card is the extent and effect of possible
further Fed interest rate increases, and their influence on corporate
earnings. In addition, investors should understand there is still a great
deal of uncertainty given the stock market's historically high valuations
and the questionable sustainability of corporate earnings growth. While the
large-cap stocks that make up the S&P 500 have enjoyed a substantial rally
that has led to average annual returns in the 20% to 30% range for more
than two years, historically the S&P 500's average annual return is closer
to about 11%. It's important for investors to set their expectations with
this in mind.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

FUND FACTS
GOAL: to provide returns that
correspond to those of the
S&P 500 Index
FUND NUMBER: 317
TRADING SYMBOL: FSMKX
START DATE: March 6, 1990
SIZE: as of April 30, 1997,
more than $2.3 billion
MANAGER: Jennifer Farrelly,
since 1994; manager,
Spartan U.S. Equity Index
Fund and VIPII: Index 500
Portfolio, since 1994;
joined Fidelity in 1988
(checkmark)
JENNIFER FARRELLY ON CHANGES
TO THE S&P 500:
"The S&P 500 is an index of
500 stocks chosen to be
representative of the broader
market. Periodically,
companies will be added or
deleted from the index. Usually,
this is based on events such
as acquisitions, spin-offs or
shifts in asset size."
Here are some recent
changes to the index:
(solid bullet) November 1, 1996: Yellow
Corp. is removed; Cognizant
Corp. is added.
(solid bullet) December 2, 1996:
Consolidated Freightways is
removed due to the spin-off of
its national long-haul trucking
unit; MBIA is added.
(solid bullet) December 18, 1996: Bally
Entertainment is removed due
to its acquisition by Hilton
Hotels, already included in the
S&P 500; Guidant Corp. is
added.
(solid bullet) December 31, 1996: Luby's
Cafeterias, Ryan's Family
Steak Houses and Shoney's
are removed; AutoZone,
Frontier Corp. and Thermo
Electron are added.
(solid bullet) January 7, 1997:
Boatmen's Bancshares is
removed because of its
acquisition by S&P
component NationsBank;
HEALTHSOUTH
Rehabilitation Corp. is added.
(solid bullet) January 14, 1997:
Alexander & Alexander
Services is removed because
of its acquisition by Aon
Corp., also in the S&P 500;
Conseco is added.
(solid bullet) April 2, 1997: Pacific
Telesis is removed due to its
acquisition by SBC
Communications, already in
the S&P 500; Parametric
Technology is added.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 2.7 2.9

Coca-Cola Co. (The) 2.4 2.3

Microsoft Corp. 2.2 1.5

Exxon Corp. 2.1 2.0

Intel Corp. 1.9 1.6

Merck & Co., Inc. 1.6 1.6

Royal Dutch Petroleum Co. ADR 1.4 1.6

Philip Morris Companies, Inc. 1.4 1.4

Procter & Gamble Co. 1.3 1.2

International Business Machines Corp. 1.2 1.2

TOP TEN MARKET SECTORS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Finance 14.0 14.2

Technology 13.0 12.4

Nondurables 10.9 10.9

Health 10.0 10.1

Utilities 8.6 9.8

Energy 8.2 8.9

Industrial Machinery & Equipment 5.3 5.4

Basic Industries 5.3 5.9

Retail & Wholesale 4.2 4.5

Media & Leisure 3.8 4.0

ASSET ALLOCATION
TO MATCH THE STANDARD & POOR'S 500 INDEX, SPARTAN MARKET INDEX FUND SEEKS
100% INVESTMENT EXPOSURE TO STOCKS AT ALL TIMES.
INVESTMENTS APRIL 30, 1997

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 91.8%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 2.2%
AEROSPACE & DEFENSE - 1.9%
AlliedSignal, Inc. 96,600 $ 6,979
Boeing Co. 122,382 12,070
Lockheed Martin Corp. 65,868 5,895
McDonnell Douglas Corp. 72,500 4,305
Rockwell International Corp. 74,800 4,974
Textron, Inc. 28,300 3,152
United Technologies Corp. 80,940 6,121
43,496
DEFENSE ELECTRONICS - 0.2%
Northrop Grumman Corp. 19,800 1,653
Raytheon Co. 80,640 3,518
5,171
SHIP BUILDING & REPAIR - 0.1%
General Dynamics Corp. 21,600 1,539
TOTAL AEROSPACE & DEFENSE 50,206
BASIC INDUSTRIES - 5.3%
CHEMICALS & PLASTICS - 2.7%
Air Products & Chemicals, Inc. 38,120 2,735
Avery Dennison Corp. 35,500 1,305
Dow Chemical Co. 82,870 7,034
du Pont (E.I.) de Nemours & Co. 192,230 20,400
Eastman Chemical Co. 26,442 1,349
Engelhard Corp. 49,037 1,030
FMC Corp. (a) 12,600 846
Goodrich (B.F.) Co. 18,420 734
Great Lakes Chemical Corp. 21,500 911
Hercules, Inc. 35,020 1,379
Monsanto Co. 200,800 8,584
Morton International, Inc. 48,500 2,031
Nalco Chemical Co. 23,080 831
PPG Industries, Inc. 62,500 3,398
Praxair, Inc. 53,300 2,752
Raychem Corp. 15,300 987
Rohm & Haas Co. 21,900 1,823
Union Carbide Corp. 43,400 2,164
W.R. Grace & Co. 28,400 1,477
61,770
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
IRON & STEEL - 0.3%
Aeroquip Vickers, Inc. 9,500 $ 384
Allegheny Teledyne, Inc. 59,425 1,582
Armco, Inc. (a) 36,400 127
Bethlehem Steel Corp. (a) 38,200 315
Inland Steel Industries, Inc. 16,800 382
Nucor Corp. 30,000 1,493
USX-U.S. Steel Group 28,860 844
Worthington Industries, Inc. 33,025 623
5,750
METALS & MINING - 0.7%
Alcan Aluminium Ltd. 77,303 2,622
Aluminum Co. of America 59,120 4,131
ASARCO, Inc. 14,700 419
Cyprus Amax Minerals Co. 31,750 710
Freeport-McMoRan Copper & Gold, Inc. Class B 66,000 1,922
Inco Ltd. 57,358 1,837
Phelps Dodge Corp. 22,040 1,692
Reynolds Metals Co. 21,640 1,469
14,802
PACKAGING & CONTAINERS - 0.3%
Ball Corp. 10,557 284
Bemis Co., Inc. 17,800 679
Corning, Inc. 77,940 3,761
Crown Cork & Seal Co., Inc. 43,880 2,402
Tupperware Corp. 21,300 708
7,834
PAPER & FOREST PRODUCTS - 1.3%
Boise Cascade Corp. 16,600 552
Champion International Corp. 32,700 1,521
Georgia-Pacific Corp. 31,100 2,426
International Paper Co. 102,500 4,330
James River Corp. of Virginia 29,300 875
Kimberly-Clark Corp. 192,730 9,876
Louisiana-Pacific Corp. 37,160 692
Mead Corp. 17,900 1,005
Potlatch Corp. 9,940 408
Stone Container Corp. 33,914 343
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - CONTINUED
Temple-Inland, Inc. 19,000 $ 1,055
Union Camp Corp. 23,700 1,152
Westvaco Corp. 34,850 976
Weyerhaeuser Co. 67,600 3,093
Willamette Industries, Inc. 18,800 1,199
29,503
TOTAL BASIC INDUSTRIES 119,659
CONSTRUCTION & REAL ESTATE - 0.4%
BUILDING MATERIALS - 0.3%
Armstrong World Industries, Inc. 14,010 921
Crane Co. 15,750 589
Masco Corp. 54,700 2,065
Owens-Corning 17,700 717
Sherwin-Williams Co. 58,480 1,769
6,061
CONSTRUCTION - 0.0%
Centex Corp. 9,860 355
Fleetwood Enterprises, Inc. 12,200 322
Kaufman & Broad Home Corp. 13,200 183
Pulte Corp. 8,000 228
1,088
ENGINEERING - 0.1%
EG & G, Inc. 16,220 306
Fluor Corp. 28,730 1,580
Foster Wheeler Corp. 13,800 533
2,419
TOTAL CONSTRUCTION & REAL ESTATE 9,568
DURABLES - 3.6%
AUTOS, TIRES, & ACCESSORIES - 2.4%
AutoZone, Inc. (a) 51,400 1,259
Chrysler Corp. 239,900 7,197
Cooper Tire & Rubber Co. 28,000 616
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
AUTOS, TIRES, & ACCESSORIES - CONTINUED
Cummins Engine Co., Inc. 13,400 $ 752
Dana Corp. 34,800 1,109
Eaton Corp. 26,380 1,975
Echlin, Inc. 21,200 692
Ford Motor Co. 404,700 14,063
General Motors Corp. 257,956 14,929
Genuine Parts Co. 61,537 1,992
Goodyear Tire & Rubber Co. 53,100 2,794
ITT Industries, Inc. 40,270 1,017
Johnson Controls, Inc. 28,600 1,098
NACCO Industries, Inc. Class A 2,700 125
Navistar International Corp. (a) 24,960 281
PACCAR, Inc. 13,338 932
Pep Boys-Manny, Moe & Jack 20,600 672
Snap-on Tools Corp. 20,850 803
TRW, Inc. 43,420 2,263
54,569
CONSUMER DURABLES - 0.5%
Minnesota Mining & Manufacturing Co. 142,720 12,417
CONSUMER ELECTRONICS - 0.2%
Black & Decker Corp. 32,100 1,075
Maytag Co. 34,100 780
Newell Co. 54,300 1,901
Whirlpool Corp. 25,300 1,183
4,939
TEXTILES & APPAREL - 0.5%
Fruit of the Loom, Inc. Class A (a) 26,300 947
Liz Claiborne, Inc. 24,300 1,100
NIKE, Inc. Class B 98,520 5,541
Reebok International Ltd. 18,200 696
Russell Corp. 13,100 364
Springs Industries, Inc. Class A 6,800 318
Stride Rite Corp. 17,000 234
VF Corp. 21,800 1,572
10,772
TOTAL DURABLES 82,697
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - 8.2%
ENERGY SERVICES - 0.8%
Baker Hughes, Inc. 49,700 $ 1,715
Dresser Industries, Inc. 59,940 1,791
Halliburton Co. 42,680 3,013
Helmerich & Payne, Inc. 8,600 411
McDermott International, Inc. 18,800 348
Rowan Companies, Inc. (a) 29,100 524
Schlumberger Ltd. 83,980 9,301
Western Atlas, Inc. (a) 18,240 1,131
18,234
OIL & GAS - 7.4%
Amerada Hess Corp. 31,840 1,548
Amoco Corp. 169,810 14,200
Ashland, Inc. 22,130 988
Atlantic Richfield Co. 54,920 7,476
Burlington Resources, Inc. 42,700 1,809
Chevron Corp. 222,780 15,260
Coastal Corp. (The) 36,000 1,710
Exxon Corp. 847,520 47,991
Kerr-McGee Corp. 16,460 994
Louisiana Land & Exploration Co. 11,740 587
Mobil Corp. 134,550 17,492
Occidental Petroleum Corp. 112,200 2,482
Oryx Energy Co. (a) 35,860 717
Pennzoil Co. 15,830 780
Phillips Petroleum Co. 89,900 3,540
Royal Dutch Petroleum Co. ADR 182,920 32,970
Santa Fe Energy Resources, Inc. (a) 31,066 439
Sun Co., Inc. 24,980 684
Texaco, Inc. 90,340 9,531
USX-Marathon Group 98,200 2,713
Union Pacific Resources Group, Inc. 85,163 2,310
Unocal Corp. 85,533 3,261
169,482
TOTAL ENERGY 187,716
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 14.0%
BANKS - 6.7%
Banc One Corp. 145,814 $ 6,179
Bank of New York Co., Inc. 128,400 5,072
BankAmerica Corp. 122,564 14,325
BankBoston Corp 52,299 3,805
Bankers Trust New York Corp. 27,850 2,266
Barnett Banks, Inc. 66,500 3,250
Chase Manhattan Corp. 149,848 13,880
Citicorp 158,169 17,814
Comerica, Inc. 36,600 2,141
CoreStates Financial Corp. 76,400 3,868
Fifth Third Bancorp 36,200 2,701
First Bank System, Inc. 46,000 3,531
First Union Corp. 97,477 8,188
KeyCorp. 76,855 4,006
Mellon Bank Corp. 44,113 3,667
Morgan (J.P.) & Co., Inc. 63,119 6,430
National City Corp. 76,256 3,717
NationsBank Corp. 263,034 15,881
Norwest Corp. 126,500 6,308
PNC Financial Corp. 114,560 4,711
Republic New York Corp. 18,900 1,732
SunTrust Banks, Inc. 76,200 3,867
U.S. Bancorp 51,650 2,951
Wachovia Corp. 56,300 3,294
Wells Fargo & Co. 31,474 8,396
151,980
CREDIT & OTHER FINANCE - 1.6%
American Express Co. 137,372 9,049
Beneficial Corp. 18,500 1,184
Dean Witter, Discover & Co. 109,836 4,201
First Chicago NBD Corp. 108,760 6,118
Fleet Financial Group, Inc. 89,480 5,458
Green Tree Financial Corp. 47,000 1,392
Household International, Inc. 33,029 2,907
MBNA Corp. 114,100 3,765
Transamerica Corp. 22,522 1,909
35,983
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
FEDERAL SPONSORED CREDIT - 1.0%
Federal Home Loan Mortgage Corporation 244,100 $ 7,781
Federal National Mortgage Association 372,780 15,330
23,111
INSURANCE - 4.0%
Aetna, Inc. 51,430 4,687
Allstate Corp. 151,683 9,935
American General Corp. 69,320 3,024
American International Group, Inc. 160,262 20,593
Aon Corp. 37,000 2,461
CIGNA Corp. 25,720 3,868
Chubb Corp. (The) 59,460 3,434
Conseco, Inc. 57,900 2,396
General Re Corp. 28,040 4,690
ITT Hartford Group, Inc. 40,170 2,993
Jefferson Pilot Corp. 24,222 1,399
Lincoln National Corp. 35,660 1,997
Loews Corp. 39,200 3,602
MBIA, Inc. 5,800 565
MGIC Investment Corp. 20,200 1,641
Marsh & McLennan Companies, Inc. 24,460 2,947
Providian Corp. 31,920 1,843
SAFECO Corp. 43,120 1,725
St. Paul Companies, Inc. (The) 28,400 1,903
Torchmark Corp. 23,920 1,486
Travelers Group, Inc. (The) 218,008 12,071
UNUM Corp. 24,900 1,917
USF&G Corp. 39,400 788
USLIFE Corp. 11,670 566
92,531
SAVINGS & LOANS - 0.2%
Ahmanson (H.F.) & Co. 36,100 1,376
Golden West Financial Corp. 19,500 1,268
Great Western Financial Corp. 46,938 1,971
4,615
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
SECURITIES INDUSTRY - 0.5%
Merrill Lynch & Co., Inc. 56,300 $ 5,363
Morgan Stanley Group, Inc. 52,100 3,288
Salomon, Inc. 37,300 1,865
10,516
TOTAL FINANCE 318,736
HEALTH - 10.0%
DRUGS & PHARMACEUTICALS - 6.3%
Allergan, Inc. 22,400 599
ALZA Corp. Class A (a) 28,900 845
American Home Products Corp. 217,920 14,437
Amgen, Inc. 90,200 5,311
Bristol-Myers Squibb Co. 341,780 22,387
Lilly (Eli) & Co. 188,408 16,556
Merck & Co., Inc. 411,490 37,240
Pharmacia & Upjohn, Inc. 173,342 5,135
Pfizer, Inc. 220,080 21,128
Schering-Plough Corp. 126,140 10,091
Sigma Aldrich Corp. 34,200 1,026
Warner-Lambert Co. 92,680 9,083
143,838
MEDICAL EQUIPMENT & SUPPLIES - 2.9%
Abbott Laboratories 265,220 16,178
Bard (C.R.), Inc. 19,400 616
Bausch & Lomb, Inc. 19,040 769
Baxter International, Inc. 93,200 4,462
Becton, Dickinson & Co. 41,900 1,927
Biomet, Inc. 39,100 594
Boston Scientific Corp. (a) 66,500 3,209
Guidant Corp. 25,400 1,734
Johnson & Johnson 454,640 27,847
Mallinckrodt, Inc. 25,330 921
Medtronic, Inc. 82,000 5,679
Millipore Corp. 14,700 555
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Pall Corp. 42,866 $ 991
St. Jude Medical, Inc. (a) 27,550 895
U.S. Surgical Corp. 21,500 736
67,113
MEDICAL FACILITIES MANAGEMENT - 0.8%
Beverly Enterprises, Inc. (a) 33,800 490
Columbia/HCA Healthcare Corp. 229,080 8,018
HEALTHSOUTH Rehabilitation Corp. (a) 107,600 2,125
Humana, Inc. (a) 55,600 1,209
Manor Care, Inc. 21,350 499
Tenet Healthcare Corp. (a) 102,900 2,675
United HealthCare Corp. 62,900 3,059
18,075
TOTAL HEALTH 229,026
HOLDING COMPANIES - 0.3%
CINergy Corp. 53,917 1,793
Norfolk Southern Corp. 42,640 3,832
5,625
INDUSTRIAL MACHINERY & EQUIPMENT - 5.3%
ELECTRICAL EQUIPMENT - 3.6%
Emerson Electric Co. 152,640 7,746
General Electric Co. 561,900 62,300
General Instrument Corp. (a) 46,800 1,094
General Signal Corp. 16,960 666
Grainger (W.W.), Inc. 18,200 1,372
Harris Corp. 13,400 1,146
Honeywell, Inc. 43,180 3,050
Scientific-Atlanta, Inc. 26,300 421
Westinghouse Electric Corp. 206,230 3,506
81,301
INDUSTRIAL MACHINERY & EQUIPMENT - 1.4%
Briggs & Stratton Corp. 9,800 481
Case Corp. 25,100 1,390
Caterpillar, Inc. 65,260 5,808
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Cincinnati Milacron, Inc. 13,700 $ 277
Cooper Industries, Inc. 36,779 1,692
Deere & Co. 87,270 4,014
Dover Corp. 38,320 2,031
Giddings & Lewis, Inc. 11,400 231
Harnischfeger Industries, Inc. 16,700 695
Illinois Tool Works, Inc. 42,360 3,871
Ingersoll-Rand Co. 37,440 1,839
Parker-Hannifin Corp. 25,450 1,266
Stanley Works 30,400 1,182
Tenneco, Inc. 58,355 2,327
Timken Co. 10,669 620
Tyco International Ltd. 56,980 3,476
31,200
POLLUTION CONTROL - 0.3%
Browning-Ferris Industries, Inc. 72,760 2,065
Safety Kleen Corp. 19,925 296
WMX Technologies, Inc. 164,760 4,840
7,201
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 119,702
MEDIA & LEISURE - 3.8%
BROADCASTING - 0.5%
TCI Group Class A (a) 226,700 3,131
Time Warner, Inc. 194,371 8,747
11,878
ENTERTAINMENT - 1.0%
Disney (Walt) Co. 230,330 18,887
King World Productions, Inc. 12,700 464
Viacom, Inc. Class B (non-vtg.) (a) 120,700 3,229
22,580
LEISURE DURABLES & TOYS - 0.2%
Brunswick Corp. 33,500 946
Hasbro, Inc. 44,025 1,101
Mattel, Inc. 92,695 2,584
4,631
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - 0.5%
HFS, Inc. (a) 54,400 $ 3,223
Harrah's Entertainment, Inc. (a) 35,050 561
Hilton Hotels Corp. 84,260 2,275
ITT Corp. (a) 39,770 2,356
Marriott International, Inc. 43,600 2,409
10,824
PUBLISHING - 1.0%
American Greetings Corp. Class A 25,660 821
Cognizant Corp. 58,020 1,893
Dow Jones & Co., Inc. 32,900 1,332
Dun & Bradstreet Corp. 58,020 1,429
Gannett Co., Inc. 48,050 4,192
Harcourt General, Inc. 24,176 1,118
Knight-Ridder, Inc. 32,060 1,246
McGraw-Hill, Inc. 33,900 1,725
Meredith Corp. 18,200 428
New York Times Co. (The) Class A 33,100 1,432
Times Mirror Co. Class A 33,800 1,867
Tribune Co. 41,980 1,842
U.S. West Media Group (a) 213,140 3,677
23,002
RESTAURANTS - 0.6%
Darden Restaurants, Inc. 54,620 423
McDonald's Corp. 238,200 12,773
Wendy's International, Inc. 44,200 912
14,108
TOTAL MEDIA & LEISURE 87,023
NONDURABLES - 10.9%
AGRICULTURE - 0.1%
Pioneer Hi-Bred International, Inc. 28,200 1,992
BEVERAGES - 3.8%
Anheuser-Busch Companies, Inc. 170,340 7,303
Brown-Forman Corp. Class B 23,480 1,186
Coca-Cola Co. (The) 849,180 54,029
Coors (Adolph) Co. Class B 13,000 297
PepsiCo, Inc. 530,320 18,495
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
BEVERAGES - CONTINUED
Seagram Co. Ltd. 126,620 $ 4,852
Whitman Corp. 35,500 821
86,983
FOODS - 2.3%
Archer-Daniels-Midland Co. 185,486 3,408
CPC International, Inc. 49,120 4,059
Campbell Soup Co. 159,560 8,158
ConAgra, Inc. 82,050 4,728
General Mills, Inc. 55,020 3,411
Heinz (H.J.) Co. 125,600 5,212
Hershey Foods Corp. 52,320 2,838
Kellogg Co. 71,840 5,011
Quaker Oats Co. 46,300 1,852
Ralston Purina Co. 36,380 2,997
Sara Lee Corp. 164,100 6,892
Sysco Corp. 60,240 2,139
Wrigley (Wm.) Jr. Company 39,580 2,306
53,011
HOUSEHOLD PRODUCTS - 3.1%
Alberto Culver Co. Class B 19,000 553
Avon Products, Inc. 45,420 2,799
Clorox Co. 17,560 2,237
Colgate-Palmolive Co. 50,060 5,557
Gillette Co. 189,460 16,104
International Flavors & Fragrances, Inc. 37,750 1,590
Procter & Gamble Co. 231,860 29,156
Rubbermaid, Inc. 51,180 1,228
Unilever NV ADR 54,570 10,709
69,933
TOBACCO - 1.6%
American Brands, Inc. 58,160 3,126
Philip Morris Companies, Inc. 834,180 32,846
UST, Inc. 63,600 1,662
37,634
TOTAL NONDURABLES 249,553
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
PRECIOUS METALS - 0.3%
Barrick Gold Corp. 122,000 $ 2,711
Battle Mountain Gold Co. 76,700 441
Echo Bay Mines Ltd. 47,600 257
Homestake Mining Co. 50,000 663
Newmont Mining Corp. 34,038 1,179
Placer Dome, Inc. 81,800 1,338
Santa Fe Pacific Gold Corp. 44,945 663
7,252
RETAIL & WHOLESALE - 4.2%
APPAREL STORES - 0.3%
Charming Shoppes, Inc. (a) 36,000 213
Gap, Inc. 95,360 3,040
Limited, Inc. (The) 92,571 1,678
TJX Companies, Inc. 26,600 1,257
6,188
DRUG STORES - 0.3%
CVS Corp. 36,160 1,794
Long Drug Stores, Inc. 13,240 334
Rite Aid Corp. 41,900 1,927
Walgreen Co. 83,940 3,861
7,916
GENERAL MERCHANDISE STORES - 2.2%
Costco Companies, Inc. (a) 71,695 2,070
Dayton Hudson Corp. 73,950 3,328
Dillard Department Stores, Inc. Class A 38,860 1,200
Federated Department Stores, Inc. (a) 70,900 2,411
K mart Corp. (a) 165,400 2,254
May Department Stores Co. (The) 83,680 3,870
Mercantile Stores Co., Inc. 12,510 616
Nordstrom, Inc. 27,300 1,072
Penney (J.C.) Co., Inc. 84,220 4,022
Sears, Roebuck & Co. 133,710 6,418
Wal-Mart Stores, Inc. 782,860 22,116
Woolworth Corp. (a) 45,640 981
50,358
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 0.5%
Albertson's, Inc. 85,580 $ 2,824
American Stores Co. 49,680 2,260
Fleming Companies, Inc. 13,012 211
Giant Food, Inc. Class A 20,500 661
Great Atlantic & Pacific Tea Co., Inc. 12,950 322
Kroger Co. (The) (a) 86,000 2,365
Supervalu, Inc. 22,900 701
Winn-Dixie Stores, Inc. 51,240 1,781
11,125
RETAIL & WHOLESALE, MISCELLANEOUS - 0.9%
Circuit City Stores, Inc. - Circuit City Group 32,100 1,272
Comcast Corp. Class A special 111,450 1,755
Home Depot, Inc. (The) 163,882 9,505
IKON Office Solutions, Inc. 45,900 1,234
Lowe's Companies, Inc. 58,960 2,240
Tandy Corp. 19,966 1,046
Toys "R" Us, Inc. (a) 99,225 2,828
19,880
TOTAL RETAIL & WHOLESALE 95,467
SERVICES - 0.5%
ADVERTISING - 0.1%
Interpublic Group of Companies, Inc. 27,600 1,563
LEASING & RENTAL - 0.0%
Ryder Systems, Inc. 28,000 872
PRINTING - 0.2%
Deluxe Corp. 28,200 864
Donnelley (R.R.) & Sons Co. 51,420 1,760
Harland (John H.) Co. 10,600 219
Moore Corporation Ltd. 34,137 693
3,536
SERVICES - 0.2%
Block (H&R), Inc. 26,980 870
Ecolab, Inc. 22,100 901
Jostens, Inc. 13,100 313
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - CONTINUED
SERVICES - CONTINUED
National Service Industries, Inc. 15,600 $ 657
Service Corp. International 80,500 2,757
5,498
TOTAL SERVICES 11,469
TECHNOLOGY - 13.0%
COMMUNICATIONS EQUIPMENT - 1.7%
Andrew Corp. 31,112 770
Cabletron Systems, Inc. (a) 53,100 1,832
Cisco Systems, Inc. (a) 224,300 11,608
DSC Communications Corp. (a) 40,100 817
Lucent Technologies, Inc. 217,750 12,874
Northern Telecom Ltd. 88,100 6,405
Tellabs, Inc. (a) 61,100 2,436
3Com Corp. (a) 60,100 1,743
38,485
COMPUTER SERVICES & SOFTWARE - 3.7%
Autodesk, Inc. 15,240 541
Automatic Data Processing, Inc. 99,620 4,508
CUC International, Inc. (a) 135,475 2,862
Ceridian Corp. (a) 23,600 788
Computer Associates International, Inc. 124,025 6,449
Computer Sciences Corp. (a) 26,050 1,628
First Data Corp. 152,700 5,268
Microsoft Corp. (a) 410,600 49,888
Novell, Inc. (a) 118,200 894
Oracle Systems Corp. (a) 230,800 9,174
Parametric Technology Corp. 43,600 1,973
Shared Medical Systems Corp. 8,100 341
84,314
COMPUTERS & OFFICE EQUIPMENT - 3.8%
Amdahl Corp. (a) 41,500 355
Apple Computer, Inc. (a) 42,650 725
Bay Networks, Inc. (a) 67,400 1,196
Compaq Computer Corp. (a) 92,480 7,895
Data General Corp. (a) 13,700 257
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Dell Computer Corp. (a) 59,700 $ 4,996
Digital Equipment Corp. (a) 53,620 1,602
EMC Corp. (a) 79,500 2,892
Hewlett-Packard Co. 346,220 18,177
Intergraph Corp. (a) 16,300 104
International Business Machines Corp. 176,570 28,384
Pitney Bowes, Inc. 50,740 3,247
Seagate Technology (a) 84,300 3,867
Silicon Graphics, Inc. (a) 60,300 897
Sun Microsystems, Inc. (a) 125,700 3,622
Tandem Computers, Inc. (a) 40,600 523
Unisys Corp. (a) 59,700 358
Xerox Corp. 110,850 6,817
85,914
ELECTRONIC INSTRUMENTS - 0.3%
Applied Materials, Inc. (a) 61,800 3,391
Perkin-Elmer Corp. 14,800 1,075
Tektronix, Inc. 11,200 606
Thermo Electron Corp. (a) 51,000 1,760
6,832
ELECTRONICS - 3.1%
Advanced Micro Devices, Inc. (a) 46,700 1,985
AMP, Inc. 74,864 2,686
Intel Corp. 280,160 42,900
LSI Logic Corp. (a) 44,000 1,683
Micron Technology, Inc. 71,600 2,524
Motorola, Inc. 202,300 11,582
National Semiconductor Corp. (a) 47,700 1,193
Texas Instruments, Inc. 65,060 5,806
Thomas & Betts Corp. 18,220 827
71,186
PHOTOGRAPHIC EQUIPMENT - 0.4%
Eastman Kodak Co. 113,670 9,491
Polaroid Corp. 15,440 749
10,240
TOTAL TECHNOLOGY 296,971
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - 1.2%
AIR TRANSPORTATION - 0.3%
AMR Corp. (a) 30,970 $ 2,884
Delta Air Lines, Inc. 24,880 2,292
Southwest Airlines Co. 49,600 1,364
US Airways Group, Inc. (a) 22,000 712
7,252
RAILROADS - 0.7%
Burlington Northern Santa Fe Corp. 52,143 4,106
CSX Corp. 73,972 3,449
Conrail, Inc. 27,396 3,130
Union Pacific Corp. 83,640 5,332
16,017
TRUCKING & FREIGHT - 0.2%
Caliber System, Inc. 13,300 396
Federal Express Corp. (a) 38,980 2,100
Laidlaw, Inc. Class B 107,100 1,460
3,956
TOTAL TRANSPORTATION 27,225
UTILITIES - 8.6%
CELLULAR - 0.2%
AirTouch Communications, Inc. (a) 171,230 4,366
ELECTRIC UTILITY - 2.2%
American Electric Power Co., Inc. 63,900 2,588
Baltimore Gas & Electric Co. 50,450 1,286
Carolina Power & Light Co. 51,600 1,754
Central & South West Corp. 71,980 1,449
Consolidated Edison Co. of New York, Inc. 80,300 2,228
DTE Energy Co. 49,600 1,327
Dominion Resources, Inc. 61,410 2,111
Duke Power Co. 68,860 3,021
Edison International 147,800 3,104
Entergy Corp. 78,900 1,844
FPL Group, Inc. 62,400 2,785
GPU, Inc. 41,200 1,329
Houston Industries, Inc. 80,100 1,602
Niagara Mohawk Power Corp. (a) 49,200 418
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
Northern States Power Co. 23,660 $ 1,077
Ohio Edison Co. 52,000 1,040
PECO Energy Co. 76,000 1,501
PG&E Corp. 140,800 3,379
PP&L Resources, Inc. 55,300 1,085
PacifiCorp. 100,500 1,997
Public Service Enterprise Group, Inc. 81,300 1,961
Southern Co. 230,000 4,686
Texas Utilities Co. 76,586 2,585
Unicom Corp. 73,700 1,603
Union Electric Co. 34,800 1,240
49,000
GAS - 0.7%
Columbia Gas System, Inc. (The) 18,920 1,171
Consolidated Natural Gas Co. 32,290 1,627
Eastern Enterprises Co. 7,000 237
Enron Corp. 86,940 3,271
ENSERCH Corp. 23,700 465
NICOR, Inc. 16,940 574
Noram Energy Corp. 47,061 688
ONEOK, Inc. 9,400 280
Pacific Enterprises 29,080 891
PanEnergy Corp. 51,500 2,279
Peoples Energy Corp. 12,000 405
Sonat, Inc. 29,360 1,677
Williams Companies, Inc. 53,650 2,354
15,919
TELEPHONE SERVICES - 5.5%
AT&T Corp. 552,962 18,524
ALLTEL Corp. 63,800 2,010
Ameritech Corp. 187,600 11,467
Bell Atlantic Corp. 149,350 10,118
BellSouth Corp. 338,240 15,052
Frontier Corp. 55,800 886
GTE Corp. 328,380 15,064
MCI Communications Corp. 233,860 8,916
NYNEX Corp. 150,120 7,769
SBC Communications, Inc. 313,006 17,372
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
Sprint Corp. 146,990 $ 6,449
U.S. West Communications Group 163,540 5,744
WorldCom, Inc. (a) 295,400 7,090
126,461
TOTAL UTILITIES 195,746
TOTAL COMMON STOCKS
(Cost $1,632,267) 2,093,641
U.S. TREASURY OBLIGATIONS - 0.4%
PRINCIPAL
AMOUNT (000S)
U.S. Treasury Bills, yields at date of purchase,
5.04% to 5.18%, 6/26/97 (b) (Cost $8,877) $ 8,950 8,880
CASH EQUIVALENTS - 7.8%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 5.37%, dated
4/30/97 due 5/1/97 $ 64,434 64,424
SHARES
Taxable Central Cash Fund (c) 113,319,085 113,319
TOTAL CASH EQUIVALENTS
(Cost $177,743) 177,743
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,818,887) $ 2,280,264
FUTURES CONTRACTS
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
(000S) (000S)
PURCHASED
514 S&P 500 Index Contracts June 1997 $ 206,320, $ 4,867
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 8.4%
LEGEND
1. Non-income producing
2. A portion of the security was pledged to cover margin requirements for
futures contracts. At the period end, the value of securities pledged
amounted to $7,560,000.
3. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.45%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At April 30, 1997, the aggregate cost of investment securities for income
tax purposes was $1,819,041,000. Net unrealized appreciation aggregated
$461,223,000, of which $504,650,000 related to appreciated investment
securities and $43,427,000 related to depreciated investment securities.
The fund hereby designates approximately $1,760,000 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>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) APRIL 30, 1997

ASSETS

Investment in securities, at value (including repurchase $ 2,280,264
agreements of $64,424) (cost $1,818,887) -
See accompanying schedule

Receivable for fund shares sold 23,956

Dividends receivable 2,618

Interest receivable 438

Receivable for daily variation on futures contracts 741

Other receivables 2

TOTAL ASSETS 2,308,019

LIABILITIES

Payable for investments purchased $ 616

Payable for fund shares redeemed 6,679

Accrued management fee 601

Other payables and accrued expenses 3

TOTAL LIABILITIES 7,899

NET ASSETS $ 2,300,120

Net Assets consist of:

Paid in capital $ 1,793,463

Undistributed net investment income 2,350

Accumulated undistributed net realized gain (loss) on 38,063
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 466,244
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 39,782 shares outstanding $ 2,300,120

NET ASSET VALUE, offering price and redemption price $57.82
per share ($2,300,120 (divided by) 39,782 shares)

</TABLE>

STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED APRIL 30, 1997

INVESTMENT INCOME $ 28,837
Dividends

Interest 4,843

TOTAL INCOME 33,680

EXPENSES

Management fee $ 6,713

Non-interested trustees' compensation 6

Total expenses before reductions 6,719

Expense reductions (185) 6,534

NET INVESTMENT INCOME 27,146

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

Investment securities 30,534

Futures contracts 15,174 45,708

Change in net unrealized appreciation (depreciation) on:

Investment securities 253,249

Assets and liabilities in foreign currencies (1)

Futures contracts 4,485 257,733

NET GAIN (LOSS) 303,441

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 330,587
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

Operations $ 27,146 $ 13,438
Net investment income

Net realized gain (loss) 45,708 21,710

Change in net unrealized appreciation (depreciation) 257,733 118,461

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 330,587 153,609
FROM OPERATIONS

Distributions to shareholders (25,295) (13,997)
From net investment income

From net realized gain (24,608) (4,833)

TOTAL DISTRIBUTIONS (49,903) (18,830)

Share transactions 1,354,967 601,874
Net proceeds from sales of shares

Reinvestment of distributions 48,333 17,854

Cost of shares redeemed (395,337) (134,662)

Redemption fees 532 363

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 1,008,495 485,429
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 1,289,179 620,208

NET ASSETS

Beginning of period 1,010,941 390,733

End of period (including undistributed net investment $ 2,300,120 $ 1,010,941
income of $2,350 and $388, respectively)

OTHER INFORMATION
Shares

Sold 25,369 13,365

Issued in reinvestment of distributions 944 408

Redeemed (7,497) (3,004)

Net increase (decrease) 18,816 10,769

</TABLE>

FINANCIAL HIGHLIGHTS

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

1997 1996 1995 1994 C 1993

SELECTED PER-SHARE DATA

Net asset value, beginning $ 48.22 $ 38.32 $ 33.49 $ 32.84 $ 30.94
of period

Income from Investment
Operations

Net investment income .95 B .92 .85 .81 .81

Net realized and unrealized 10.58 10.32 4.77 .81 1.89
gain (loss)

Total from investment 11.53 11.24 5.62 1.62 2.70
operations

Less Distributions

From net investment income (.90) (.99) (.80) (.80) (.81)

From net realized gain (1.05) (.37) - (.17) -

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

Total distributions (1.95) (1.36) (.80) (.98) (.81)

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

Net asset value, end of period $ 57.82 $ 48.22 $ 38.32 $ 33.49 $ 32.84

TOTAL RETURN A 24.58% 29.83% 17.08% 4.95% 8.85%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 2,300 $ 1,011 $ 391 $ 283 $ 305
(in millions)

Ratio of expenses to average .44% .45% .45% .45% .44%
net assets D D

Ratio of net investment income 1.82% 2.11% 2.49% 2.38% 2.54%
to average net assets

Portfolio turnover rate 6% 5% 2% 3% 0%

Average commission rate E $ .0271

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C EFFECTIVE MAY 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
D FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD HAVE
BEEN HIGHER (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
E FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1997

1. SIGNIFICANT ACCOUNTING POLICIES.
Spartan Market Index Fund (the fund) (formerly Fidelity Market Index 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 financial statements have been prepared in conformity with generally
accepted accounting principles which permit management to make certain
estimates and assumptions at the date of the financial statements. 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 with remaining maturities of sixty days or less for which
quotations are not readily available 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. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. The effects of changes in foreign currency exchange
rates on investments in securities are included with the net realized and
unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Non-cash dividends included in dividend income, if any,
are recorded at
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
the fair market value of the securities received. 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
and options transactions and market discount. 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.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions may
include temporary book and tax basis differences which will reverse in a
subsequent period. Any taxable income or gain remaining at fiscal year end
is distributed in the following year.
REDEMPTION FEES. Effective July 1, 1996, shares held in the fund less than
90 days (180 days prior to July 1, 1996) are subject to a redemption fee
equal to .50% of the proceeds of the redeemed shares. The fee, which is
retained by the fund, is accounted for as an addition to paid in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities.
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 foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
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
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
in one or more repurchase agreements for U.S. Treasury or Federal Agency
obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Dividends from
the Cash Fund are declared daily and paid monthly from net interest income.
Income distributions received by the fund are recorded as interest income
in the accompanying financial statements.
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market and to fluctuations in interest rates. Buying
futures tends to increase the fund's exposure to the underlying instrument,
while selling futures tends to decrease the fund's exposure to the
underlying instrument or hedge other fund investments. Futures contracts
involve, to varying degrees, risk of loss in excess of the futures
variation margin reflected in the Statement of Assets and Liabilities. The
underlying face amount at value of any open futures contracts at period end
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.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $961,888,000 and $81,641,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $1,216,101,000 and $1,059,891,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR pays all expenses,
except the compensation of the non-interested Trustees and certain
exceptions such as interest, taxes, brokerage commissions and extraordinary
expenses. FMR receives a fee that is computed daily at an annual rate of
.45% of the fund's average net assets.
FMR also bears the cost of providing shareholder services to the fund. To
offset the cost of providing these services, FMR or its affiliates collects
certain account fees from the fund's shareholders which amounted to $89,000
for the period.
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 $1,000 for the period.
5. EXPENSE REDUCTIONS.
Effective April 18, 1997, FMR voluntarily agreed to reimburse the fund's
operating expenses (excluding interest, taxes, brokerage commissions and
extraordinary expenses) above an annual rate of .19% of the fund's average
net assets. For the period, the reimbursement reduced the expenses by
$169,000.
In addition, FMR has entered into arrangements on behalf of the fund with
the fund's custodian and transfer agent whereby credits realized as a
result of uninvested cash balances were used to reduce a portion of the
fund's expenses. During the period, the fund's expenses were reduced by
$16,000 under these arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Spartan Market Index Fund (formerly Fidelity Market Index Fund):
We have audited the accompanying statement of assets and liabilities of
Fidelity Commonwealth Trust: Spartan Market Index Fund (formerly Fidelity
Market Index Fund), including the schedule of portfolio investments, as of
April 30, 1997, 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, 1997 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: Spartan Market Index Fund (formerly
Fidelity Market Index Fund) as of April 30, 1997, 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.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P
Boston, Massachusetts
June 5, 1997
DISTRIBUTIONS

A total of .95% 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.
A total of 81% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1998 of these percentages for
use in preparing 1997 income tax returns.
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Jennifer Farrelly, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Robert H. Morrison, Manager,
Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
* INDEPENDENT TRUSTEES
FIDELITY'S GROWTH AND INCOME FUNDS
Balanced Fund
Convertible Securities Fund
Equity-Income Fund
Equity-Income II Fund
Fidelity Fund
Global Balanced Fund
Growth & Income Portfolio
Spartan Market Index Fund
Puritan(registered trademark) Fund
Real Estate Investment Portfolio
Utilities Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
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)
TouchTone Xpress 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE
SPARTAN MARKET INDEX FUND
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS 02109

TO THE SHAREHOLDERS:
The Board of Trustees of Spartan Market Index Fund voted to pay on June 9,
1997, to shareholders of record at the opening of business on June 6, 1997,
a distribution of $.95 derived from capital gains realized from sales of
portfolio securities and $.28 derived from net investment income.
In the opinion of management, regardless of whether you took payments in
cash or in additional shares, the distribution will be reportable for tax
purposes for the year 1997. You will be notified at a later date as to the
tax treatment of this distribution.
If your account is a Fidelity prototype retirement plan such as an
Individual Retirement Account (IRA), a Keogh Plan, a 403(b), or a qualified
pension or profit sharing plan, the above information is provided for
informational purposes only and is not reportable for tax purposes in 1997.

SPARTAN MARKET INDEX FUND
June 6, 1997

(2_FIDELITY_LOGOS)FIDELITY

INTERMEDIATE BOND
FUND
ANNUAL REPORT
APRIL 30, 1997
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 26 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 30 Notes to the financial statements.

REPORT OF INDEPENDENT 33 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 34

(PHOTO_OF_EDWARD_C_JOHNSON_3D)DEAR SHAREHOLDER:
Through the first four months of 1997, stock and bond markets experienced
the kind of short-term volatility that can affect them from time to time.
After climbing steadily upward for more than two years, stock prices saw a
sharp correction in late March and early April. Returns in the bond market
were essentially stagnant as the Federal Reserve Board implemented a
long-expected increase in short-term interest rates at the end of March.
While it's impossible to predict the future direction of the markets with
any degree of certainty, there are certain basic principles that can help
investors plan for their future needs.
The longer your investment time frame, the less likely it is that you will
be affected by short-term market volatility. A 10-year investment horizon
appropriate for saving for a college education, for example, enables you to
weather market cycles in a long-term fund, which may have a higher risk
potential, but also has a higher potential rate of return.
An intermediate-length fund could make sense if your investment horizon is
two to four years, while 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. These funds seek
income and a stable share price by investing in high-quality, short-term
investments. Of course, it's important to remember that there is no
assurance that a money market fund will achieve its goal of maintaining a
stable net asset value of $1.00 per share, and that these types of funds
are neither insured nor guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it makes
good sense to follow a regular investment plan, investing a certain amount
of money in a fund at the same time each month or quarter and periodically
reviewing your overall portfolio. By doing so, you won't get caught up in
the excitement of a rapidly rising market, nor will you buy all your shares
at market highs. While this strategy - known as dollar cost averaging -
won't assure a profit or protect you from a loss in a declining market, it
should help you lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are available
24 hours a day, seven days a week to provide you 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. Total return
reflects the change in the value of an investment, assuming reinvestment of
the fund's dividend income and capital gains (the profits earned upon the
sale of securities that have grown in value). You can also look at the
fund's income, as reflected in the fund's yield, to measure performance. If
Fidelity had not reimbursed certain fund expenses, the past five and 10
year total returns would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity Intermediate Bond 6.02% 38.63% 109.46%

Lehman Brothers Intermediate 6.41% 38.71% 117.49%
Government/Corporate Bond Index

Intermediate Investment 6.46% 38.20% 113.05%
Grade Debt Funds Average

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 the Lehman Brothers Intermediate
Government/Corporate Bond Index - a market value weighted performance
benchmark for government and corporate fixed-rate debt issues with
maturities between one and 10 years. To measure how the fund's performance
stacked up against its peers, you can compare it to the intermediate
investment grade debt funds average, which reflects the performance of
mutual funds with similar objectives tracked by Lipper Analytical Services,
Inc. The past one year average represents a peer group of 181 mutual funds.
These benchmarks include reinvested dividends and capital gains, if any,
and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity Intermediate Bond 6.02% 6.75% 7.67%

Lehman Brothers Intermediate 6.41% 6.76% 8.08%
Government/Corporate Bond Index

Intermediate Investment 6.46% 6.66% 7.84%
Grade Debt Funds Average

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking an arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)
$10,000 OVER 10 YEARS
Intermediate Bond LB Intermediate Govt/Corp
00032 LB007
1987/04/30 10000.00 10000.00
1987/05/31 9953.40 9976.92
1987/06/30 10093.20 10097.49
1987/07/31 10102.52 10120.57
1987/08/31 10065.24 10094.23
1987/09/30 9896.56 9963.34
1987/10/31 10127.20 10247.93
1987/11/30 10246.33 10313.10
1987/12/31 10331.22 10421.45
1988/01/31 10634.73 10688.12
1988/02/29 10771.97 10807.06
1988/03/31 10690.91 10765.51
1988/04/30 10651.08 10747.59
1988/05/31 10591.90 10700.07
1988/06/30 10776.01 10870.60
1988/07/31 10768.72 10847.52
1988/08/31 10793.56 10863.82
1988/09/30 10969.58 11052.27
1988/10/31 11114.80 11202.44
1988/11/30 11050.29 11106.86
1988/12/31 11076.70 11116.63
1989/01/31 11193.96 11233.40
1989/02/28 11173.03 11186.97
1989/03/31 11225.29 11235.30
1989/04/30 11393.86 11459.88
1989/05/31 11612.91 11687.44
1989/06/30 11877.63 11982.08
1989/07/31 12109.10 12228.11
1989/08/31 11947.96 12070.06
1989/09/30 12012.32 12127.09
1989/10/31 12262.99 12383.44
1989/11/30 12358.11 12501.83
1989/12/31 12385.74 12536.05
1990/01/31 12261.70 12455.67
1990/02/28 12295.15 12501.02
1990/03/31 12298.21 12517.31
1990/04/30 12218.29 12473.86
1990/05/31 12494.39 12313.65
1990/06/30 12656.60 12918.67
1990/07/31 12821.71 13097.90
1990/08/31 12717.13 13044.13
1990/09/30 12817.38 13144.87
1990/10/31 12932.41 13297.49
1990/11/30 13151.29 13032.45
1990/12/31 13320.06 13683.91
1991/01/31 13449.76 13822.67
1991/02/28 13546.07 13933.20
1991/03/31 13619.37 14027.97
1991/04/30 13758.74 14180.86
1991/05/31 13819.22 14268.02
1991/06/30 13810.26 14278.07
1991/07/31 13969.89 14437.20
1991/08/31 14240.84 14712.83
1991/09/30 14510.98 14965.92
1991/10/31 14644.27 15136.73
1991/11/30 14760.62 15310.52
1991/12/31 15251.16 15684.45
1992/01/31 15025.72 15542.43
1992/02/29 15098.78 15603.80
1992/03/31 15032.42 15542.43
1992/04/30 15109.28 15679.02
1992/05/31 15366.01 15922.06
1992/06/30 15576.11 16157.77
1992/07/31 15955.21 16479.02
1992/08/31 16082.24 16643.86
1992/09/30 16190.33 16869.79
1992/10/31 16012.02 16650.92
1992/11/30 15929.80 16587.64
1992/12/31 16178.33 16809.78
1993/01/31 16553.48 17136.73
1993/02/28 16888.21 17406.92
1993/03/31 16967.61 17476.17
1993/04/30 17058.00 17616.84
1993/05/31 17066.62 17577.73
1993/06/30 17423.48 17853.63
1993/07/31 17589.16 17897.35
1993/08/31 17967.21 18181.13
1993/09/30 18032.95 18256.62
1993/10/31 18144.16 18305.50
1993/11/30 18035.56 18203.39
1993/12/31 18113.27 18286.76
1994/01/31 18325.26 18489.88
1994/02/28 17958.51 18216.43
1994/03/31 17635.83 17915.82
1994/04/30 17557.15 17793.89
1994/05/31 17528.82 17805.84
1994/06/30 17549.33 17808.28
1994/07/31 17728.64 18064.63
1994/08/31 17750.48 18121.11
1994/09/30 17664.74 17954.38
1994/10/31 17670.20 17951.93
1994/11/30 17690.63 17870.47
1994/12/31 17749.41 17933.74
1995/01/31 17953.26 18235.98
1995/02/28 18204.84 18614.26
1995/03/31 18321.76 18720.71
1995/04/30 18491.14 18951.80
1995/05/31 18958.67 19524.78
1995/06/30 19073.06 19655.67
1995/07/31 19060.00 19658.38
1995/08/31 19234.46 19837.34
1995/09/30 19355.81 19980.99
1995/10/31 19577.02 20203.67
1995/11/30 19816.29 20469.25
1995/12/31 20022.76 20683.77
1996/01/31 20172.72 20862.19
1996/02/29 19946.21 20617.24
1996/03/31 19825.14 20511.07
1996/04/30 19757.07 20438.56
1996/05/31 19729.88 20423.08
1996/06/30 19935.80 20640.05
1996/07/31 19985.59 20701.43
1996/08/31 19995.02 20717.72
1996/09/30 20263.04 21006.38
1996/10/31 20597.58 21377.60
1996/11/30 20868.08 21659.47
1996/12/31 20753.47 21520.71
1997/01/31 20822.96 21604.34
1997/02/28 20842.23 21645.62
1997/03/31 20708.01 21496.27
1997/04/30 20945.54 21748.81
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was invested
in Fidelity Intermediate Bond Fund on April 30, 1987. As the chart shows,
by April 30, 1997, the value of the investment would have grown to $20,946
- - a 109.46% increase on the 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 $21,749 - a 117.49% 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,

1997 1996 1995 1994 1993

Dividend return 6.61% 6.65% 6.40% A 6.49% 8.08%

Capital appreciation return -0.59% 0.20% -1.08% -3.56% 4.82%

Total return 6.02% 6.85% 5.32% 2.93% 12.90%

TOTAL RETURN COMPONENTS include both dividend returns and capital
appreciation returns. 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 capital gains paid
by the fund are reinvested.
DIVIDENDS AND YIELD
PERIODS ENDED APRIL 30, 1997 PAST 1 PAST 6 PAST 1
MONTH MONTHS YEAR

Dividends per share 5.36(cents) 31.89(cents) 64.66(cents)

Annualized dividend rate 6.58% 6.41% 6.45%

30-day annualized yield 6.28% n/a n/a

DIVIDENDS per share show the income paid by the fund for a set period and
do not reflect any tax reclassifications. If you annualize this number,
based on an average share price of $9.91 over the past one month, $10.04
over the past six months, and $10.02 over the past one 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 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 WERE A NON-TAXABLE
RETURN OF CAPITAL.
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
A relatively favorable inflation
backdrop that steadied fears of
higher interest rates helped
spark an April rally that buoyed the
performance of the U.S. taxable
bond market for the 12 months
ended April 30, 1997. The
Lehman Brothers Aggregate
Bond Index - a broad measure
of the U.S. taxable bond market
- - returned 7.09% over that
period. For much of the year,
bonds were affected by
increasing expectations of
economic growth and inflation.
While responding to mixed
economic statistics, the bias of
the market was toward higher
rates. With interest rates
finishing the period slightly higher
than where they began, the
performance of most bonds
consisted almost entirely of
income returns as opposed to
price gains or losses. In his
February testimony before
Congress, Federal Reserve
Board Chairman Alan Greenspan
indicated that the Fed was
inclined to raise the rate banks
charge each other for overnight
loans - known as the fed funds
target rate - to head off inflation
that might be caused by a tight
labor market. On March 25, the
Fed followed through by raising
the target rate by 0.25% to
5.50%. However, this move had
largely been priced into the
market. When producer and
consumer price indexes
continued to offer a favorable
inflation outlook in April, a market
rally in all debt market sectors
ensued, helping to ease much of
the bond market's negative price
performance posted earlier in the
period.
An interview with Christine Thompson, Portfolio Manager of Fidelity
Intermediate Bond Fund
Q. HOW DID THE FUND PERFORM, CHRIS?
A. For the 12 months that ended April 30, 1997, the fund had a return of
6.02%. The Lehman Brothers Intermediate Government/Corporate Bond Index
returned 6.41% over the same period, while the intermediate investment
grade debt funds average, as tracked by Lipper Analytical Services, had a
12-month return of 6.46%.
Q. CAN YOU DISCUSS THE FACTORS THAT INFLUENCED THESE RETURNS?
A. It's important to note that regardless of the market environment, I
manage the fund to closely approximate the interest rate sensitivity of the
Lehman index. Thus, in comparison to the current Lipper grouping, the fund
has a shorter-than-average duration and is generally less sensitive to
interest rate fluctuations. In a rising interest rate environment, shorter
duration funds generally fall less in price and post performance that
compares favorably to the group. Conversely, when rates are falling and
bond prices climb, shorter duration funds typically underperform. During
the past year, the market was characterized by shifting expectations
regarding the prospect for change in short-term interest rates. While there
were periods of both increasing and decreasing interest rates, on balance
the fund's bias within the group toward lower interest rate sensitivity
held back relative performance. Lastly, strong sector and issue selection
helped the fund provide an incremental return above that of its index, but
not enough to fully offset the normal operating expenses and transaction
costs that are figured into the fund's total return.
Q. HOW DID THE FUND'S MORTGAGE-BACKED POSITIONS FARE DURING THE PERIOD?
A. Mortgage-backed bonds benefited from the market trading in a range
between 6% and 7% for 10-year Treasury notes. With interest rates moving
within the range, the market's predictions for prepayment levels of
mortgage pass-through securities - pools of mortgages issued by entities
such as the Government National Mortgage Association, or GNMA - proved
fairly accurate. The fund's positions in residential mortgage pass-throughs
performed well from the beginning of the period through late 1996 and, in
response to increasing valuation measures, I lightened the fund's exposure.
In hindsight, I exited the pass-through market a bit early as the sector
continued to perform well. However, I maintained the fund's investments in
high-quality commercial mortgage securities, a strategy that helped
performance as commercial mortgage issues posted very strong results.
Q. WHAT WAS THE STORY WITH CORPORATE AND ASSET-BACKED BONDS?
A. I reallocated a large portion of the fund's 2- to 4-year Treasury
positions into the corporate sector. Both fundamental and technical
conditions were supportive of this strategy. The economic climate allowed a
strengthening in corporate credit quality, and our research efforts were
successful in identifying attractive investments well-positioned even in
the event of an economic downturn. Two industry groups favored in this
reallocation were banking and telecommunications. Asset-backed securities
also continued to be an area of focus for the portfolio. The structured
nature of many of these investments justifies very high credit quality
ratings even as underlying consumer credit measures have deteriorated.
Q. WHICH INDIVIDUAL POSITIONS OR SECTORS PLAYED KEY ROLES IN THE FUND'S
PERFORMANCE?
A. Positive contributors included the fund's stake in five-year and shorter
Occidental Petroleum bonds, as well as investments in WorldCom, a company
specializing in telecommunications services, and Comdisco, a technology
services company. In terms of disappointments, I'd point to my
underweighting in electric utility bonds, where the impact of regulatory
change has been less adverse than I had expected, as well as to what proved
to be a premature reduction in mortgage pass-throughs.
Q. WHAT'S YOUR OUTLOOK?
A. While valuations are rich and compressed across the spread sectors -
making it more difficult to differentiate among returns - I think we may
see a realignment of valuations at some point. I'll continue to maintain a
duration or interest rate sensitivity that closely approximates that of the
fund's index, while seeking high-value opportunities in the
investment-grade marketplace.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

QUALITY DIVERSIFICATION AS OF APRIL 30, 1997
(MOODY'S RATINGS) % % OF FUND'S
O INVESTMENTS
F 6 MONTHS AGO
F
U
N
D
'
S
I
N
V
E
S
T
M
E
N
T
S

Aaa 4 59.1
3
.
7

Aa 5 4.7
.
0

A 2 15.8
0
.
8

Baa 2 17.3
3
.
8

Ba 3 1.9
.
6

B 0 0.0
.
0

Not Rated 0 0.0
.
0

TABLE EXCLUDES SHORT-TERM INVESTMENTS. WHERE MOODY'S RATINGS ARE NOT
AVAILABLE, WE HAVE USED S&P RATINGS. SECURITIES RATED AS "BA" OR BELOW 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, 1997
6 MONTHS AGO

Years 4.9 4.7

AVERAGE YEARS TO MATURITY IS BASED ON THE AVERAGE TIME UNTIL PRINCIPAL
PAYMENTS ARE EXPECTED FROM EACH OF THE FUND'S BONDS, WEIGHTED BY DOLLAR
AMOUNT.
DURATION AS OF APRIL 30, 1997
6 MONTHS AGO

Years 3.2 3.3

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 (% OF FUND'S INVESTMENTS)
AS OF APRIL 30, 1997 * AS OF OCTOBER 31, 1996 **

Corporate bonds 60.6%
U.S. government
and agency
obligations 28.6%
Foreign government
obligations 3.3%
Other 6.8%
Short-term
investments 0.7%
Corporate bonds 46.1%
U.S. government
and agency
obligations 46.5%
Foreign government
obligations 3.2%
Other 3.0%
Short-term
investments 1.2%
Row: 1, Col: 1, Value: 1.2
Row: 1, Col: 2, Value: 6.8
Row: 1, Col: 3, Value: 3.6
Row: 1, Col: 4, Value: 28.4
Row: 1, Col: 5, Value: 10.0
Row: 1, Col: 6, Value: 50.0
Row: 1, Col: 1, Value: 1.5
Row: 1, Col: 2, Value: 3.4
Row: 1, Col: 3, Value: 3.8
Row: 1, Col: 4, Value: 46.0
Row: 1, Col: 5, Value: 45.3

* FOREIGN
INVESTMENTS 12.9%
** FOREIGN
INVESTMENTS 10.5%
INVESTMENTS APRIL 30, 1997

Showing Percentage of Total Value of Investment in Securities

NONCONVERTIBLE BONDS - 60.6%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
AEROSPACE & DEFENSE - 0.3%
Lockheed Martin Corp. 6 5/8%, 6/15/98 $ 10,130 $ 10,162
BASIC INDUSTRIES - 1.6%
CHEMICALS & PLASTICS - 1.3%
Methanex Corp. yankee 8 7/8%, 11/15/01 25,560 27,134
Praxair, Inc. 6 3/4%, 3/1/03 13,000 12,777
39,911
PAPER & FOREST PRODUCTS - 0.3%
Champion International Corp. 7.70%, 12/15/99 8,000 8,182
TOTAL BASIC INDUSTRIES 48,093
DURABLES - 0.8%
AUTOS, TIRES, & ACCESSORIES - 0.2%
General Motors Corp. 9 5/8%, 12/1/00 6,870 7,464
CONSUMER ELECTRONICS - 0.1
Black & Decker Corp. 7 1/2%, 4/1/03 3,000 3,026
TEXTILES & APPAREL - 0.5%
Levi Strauss & Co. (a):
6.80%, 11/1/03 9,650 9,493
7%, 11/1/06 5,700 5,563
15,056
TOTAL DURABLES 25,546
ENERGY - 5.5%
ENERGY SERVICES - 1.2%
Petroliam Nasional BHD yankee (a):
6 5/8%, 10/18/01 16,000 15,740
6 7/8%, 7/1/03 7,650 7,544
7 1/8%, 8/15/05 11,500 11,404
34,688
OIL & GAS - 4.3%
Husky Oil Ltd. yankee 6 7/8%, 11/15/03 8,640 8,427
Nationale Elf Aquitaine yankee 7 3/4%, 5/1/99 15,000 15,314
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Occidental Petroleum Corp.:
5.84%, 11/9/98 $ 3,780 $ 3,740
5.85%, 11/9/98 13,760 13,616
5.90%, 11/9/98 8,275 8,194
5.93%, 11/9/98 5,000 4,953
5.95%, 11/9/98 5,400 5,351
5.96%, 11/9/98 4,525 4,485
6.93%, 10/15/99 4,500 4,508
6.09%, 11/29/99 2,430 2,386
10.72%, 4/6/00 2,000 2,197
10.69%, 7/27/00 5,000 5,530
6.35%, 11/9/00 5,000 4,903
6.24%, 11/24/00 6,550 6,396
9 1/2%, 8/1/01 4,000 4,357
Pennzoil Co. 9 5/8%, 11/15/99 10,090 10,737
Phillips 66 Capital II 8%, 1/15/07 12,000 11,606
Ras Laffan Liquid Natural Gas Co. Ltd. yankee
7.628%, 9/15/06 (a) 15,000 14,957
131,657
TOTAL ENERGY 166,345
FINANCE - 39.1%
ASSET-BACKED SECURITIES - 13.9%
Associates Manufactured Housing pass through certificates
6.05%, 6/15/27 20,000 19,689
Boatmens Auto Trust 6.35%, 10/15/01 2,820 2,808
CPS Auto Grantor Trust:
6.55%, 12/15/02 9,418 9,403
6.70%, 2/15/02 5,636 5,643
Capita Equipment Receivables Trust 6.57%, 3/15/01 7,200 7,157
Case Equipment Loan Trust:
6.45%, 9/15/02 6,140 6,090
5.85%, 2/15/03 4,370 4,251
Caterpillar Financial Asset Trust 6.55%, 5/22/02 2,837 2,828
Chase Manhattan Grantor Trust:
5.90%, 11/15/01 14,441 14,392
6.76%, 9/15/02 5,645 5,646
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
ASSET-BACKED SECURITIES - CONTINUED
Chevy Chase Auto Receivables Trust:
5.80%, 6/15/02 $ 18,576 $ 18,469
5.90%, 7/15/03 19,092 18,886
Discover Card Trust 7 1/2%, 6/16/00 8,150 8,224
Fidelity Funding Auto Trust 6.99%, 11/15/02 (a) 6,530 6,543
Ford Credit Grantor Trust 5.90%, 10/15/00 18,796 18,722
Green Tree Financial Corp.:
5 1/2%, 1/31/00 2,012 1,984
6.10%, 4/15/27 15,431 15,267
6.45%, 5/15/27 8,780 8,755
6.70%, 5/15/27 9,220 9,154
6 1/2%, 6/15/27 5,780 5,764
6.65%, 7/15/27 12,670 12,718
7.15%, 7/15/27 3,000 3,031
6.55%, 9/15/28 9,000 9,023
KeyCorp Auto Grantor Trust 5.80%, 7/15/00 915 911
Olympic Automobile Receivables Trust:
6.40%, 9/15/01 13,690 13,675
6 1/8%, 11/15/04 9,000 9,044
Onyx Acceptance Grantor Trust 6.20%, 6/15/03 17,575 17,488
Premier Auto Trust:
8.05%, 4/4/00 6,350 6,456
6%, 5/6/00 7,350 7,322
6.35%, 7/6/00 10,800 10,722
Railcar Trust 7 3/4%, 6/1/04 12,041 12,387
Reliance Auto Receivables Corp., Inc. 6.10%, 7/15/02 (a) 11,259 11,199
SCFC Recreational Vehicle Loan Trust 7 1/4%, 9/15/06 1,421 1,419
Sears Credit Account Master Trust II:
6 1/2%, 10/15/03 21,170 21,170
7%, 1/15/04 4,860 4,904
Standard Credit Card Master Trust I 7.65%, 2/15/00 2,800 2,848
Toyota Auto Receivables Grantor Trust 6.15%, 1/15/99 1,722 1,715
Union Federal Savings Bank Grantor Trust:
6.975%, 7/10/00 617 617
7.275%, 10/10/00 654 658
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
ASSET-BACKED SECURITIES - CONTINUED
WFS Financial Owner Trust:
7.05%, 11/20/03 $ 18,560 $ 18,527
6.90%, 12/20/03 13,870 13,876
6.05%, 6/1/00 18,920 18,890
Western Financial Grantor Trust:
6.05%, 11/1/00 5,597 5,551
6.20%, 2/1/02 5,053 5,023
5 7/8%, 3/1/02 23,152 23,215
422,064
BANKS - 14.2%
ABN Amro Bank NV 6 5/8%, 10/31/01 17,000 16,778
Banc One Corp. 6.70%, 3/24/00 12,500 12,498
BanPonce Financial Corp.:
6.69%, 9/21/00 2,680 2,657
6 3/4%, 8/9/01 3,850 3,805
BanPonce Corp.:
5 3/4%, 3/1/99 5,420 5,318
6.378%, 4/8/99 6,000 5,941
6.488%, 3/3/00 8,000 7,913
Capital One Bank:
6.83%, 5/17/99 10,000 9,981
6.55%, 2/4/00 8,750 8,644
6 7/8%, 4/24/00 22,750 22,709
Central Fidelity Banks, Inc. 8.15%, 11/15/02 16,200 16,851
Chase Manhattan Corp. 7 3/4%, 11/1/99 8,260 8,452
Corporacion Andina de Fomento:
6 5/8%, 10/14/98 5,000 4,995
yankee 7 1/4%, 4/30/98 (a) 7,100 7,149
yankee 7 3/8%, 7/21/00 8,220 8,318
yankee 7.10%, 2/1/03 5,000 4,927
Crestar Financial Corp. 8 3/4%, 11/15/04 7,100 7,650
First Fidelity Bancorporation 9 5/8%, 8/15/99 2,700 2,867
First Hawaiian, Inc. 6 1/4%, 8/15/00 11,255 10,985
First Interstate Bancorp 8 5/8%, 4/1/99 10,000 10,362
First Maryland Bancorp 10 3/8%, 8/1/99 2,895 3,107
First Tennessee National Corp.:
10 3/8%, 6/1/99 4,370 4,679
6 3/4%, 11/15/05 3,750 3,585
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
First USA Bank:
5 3/4%, 1/15/99 $ 17,300 $ 17,023
6 1/2%, 12/23/99 16,725 16,538
Florida National Banks, Inc. 9 7/8%, 5/15/99 6,000 6,358
HSBC Americas, Inc. 7%, 11/1/06 6,455 6,243
Hartford National Corp. 9.85%, 6/1/99 4,029 4,274
Integra Financial Corp. 6 1/2%, 4/15/00 3,000 2,957
Kansallis-Osake-Pankki:
6 3/8%, 8/15/00 1,150 1,129
10%, 5/1/02 18,805 21,025
yankee 9 3/4%, 12/15/98 6,715 7,030
Korea Development Bank:
9 1/2%, 3/15/01 3,000 3,252
9.40%, 8/1/01 5,000 5,432
yankee 9 1/4%, 6/15/98 5,300 5,462
yankee 5 7/8%, 12/1/98 1,640 1,625
yankee 7%, 7/15/99 3,300 3,326
yankee 6 1/4%, 5/1/00 1,000 985
Merita Bank Ltd. yankee 6 1/2%, 1/15/06 12,000 11,281
Midland American Capital Corp. gtd. 12 3/4%, 11/15/03 1,930 2,099
Midland Bank PLC yankee 7 5/8%, 6/15/06 13,185 13,407
Midlantic Corp. 9 1/4%, 9/1/99 5,075 5,337
Provident Bank:
6 1/8%, 12/15/00 24,505 23,874
6 3/8%, 1/15/04 3,250 3,083
Shawmut National Corp.:
8 5/8%, 12/15/99 3,670 3,817
7.20%, 4/15/03 7,610 7,534
Signet Bank 7.80%, 9/15/06 8,000 8,136
Signet Banking Corp.:
5.6289%, 5/15/97 (c) 750 750
6.0039%, 4/15/98 (c) 3,201 3,184
9 5/8%, 6/1/99 4,275 4,500
Skandinaviska Enskilda Banken yankee 8.45%, 5/15/02 2,350 2,486
Sovran Financial Corp. 9 3/4%, 6/15/99 7,530 7,980
Summit Bancorp 8 5/8%, 12/10/02 10,000 10,655
Union Planters Corp. 6 3/4%, 11/1/05 9,000 8,605
Union Planters National Bank 6.53%, 8/20/99 5,000 4,994
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Wachovia Bank 7 3/4%, 4/15/02 $ 11,000 $ 11,175
Zions Bancorp 8 5/8%, 10/15/02 3,900 4,170
429,897
CREDIT & OTHER FINANCE - 8.3%
AT&T Capital Corp.:
6.02%, 12/4/98 21,680 21,502
5.85%, 1/5/99 3,585 3,542
6.26%, 2/18/99 10,000 9,930
6.52%, 5/14/99 2,000 1,996
6.16%, 12/3/99 10,000 9,839
Aristar, Inc.:
8 7/8%, 8/15/98 820 844
7 1/2%, 7/1/99 12,450 12,659
Chrysler Financial Corp. 6 3/8%, 1/28/00 16,750 16,619
Countrywide Home Loans, Inc. 8.41%, 11/17/99 5,000 5,193
Deere (John) Capital Corp. 9 5/8%, 11/1/98 6,000 6,265
Edison Mission Energy Funding Corp.
6.77%, 9/15/03 (a) 19,293 19,093
Finova Capital Corp.:
6.14%, 11/2/98 4,340 4,319
6.38%, 4/15/99 5,550 5,523
6.30%, 11/1/99 3,500 3,463
First Security Capital I 8.41%, 12/15/26 (a) 15,000 15,106
Fleet Financial Group, Inc. 7 5/8%, 12/1/99 6,570 6,700
Ford Capital BV yankee:
9 3/8%, 1/1/98 3,310 3,376
gtd. 9%, 8/15/98 13,850 14,286
General Motors Acceptance Corp.:
7 1/2%, 5/18/98 10,000 10,119
6.40%, 6/8/98 12,500 12,525
6.65%, 5/24/00 13,950 13,898
Greyhound Financial Corp.:
8 1/2%, 5/1/98 3,980 4,059
6 3/4%, 3/25/99 6,540 6,554
Heller Financial, Inc.:
9 3/8%, 3/15/98 750 770
6 1/2%, 5/15/00 9,939 9,857
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
MCN Investment Corp.:
5.84%, 2/1/99 $ 8,730 $ 8,628
6.82%, 5/13/99 9,400 9,425
6.03%, 2/1/01 11,600 11,251
Southwestern Bell Capital Corp. 6.86%, 7/26/99 4,360 4,379
Union Acceptance Corp. 7.075%, 7/10/02 1,752 1,747
253,467
INSURANCE - 1.2%
Metropolitan Life Insurance Co. (a):
6.30%, 11/1/03 4,500 4,278
7%, 11/1/05 5,000 4,888
Protective Life Corp. 7.95%, 7/1/04 1,000 1,023
SunAmerica, Inc. 6.20%, 10/31/99 16,600 16,391
URC Holdings Corp. 7 7/8%, 6/30/06 (a) 8,800 8,951
35,531
SAVINGS & LOANS - 1.5%
Ahmanson (H.F.) & Co.:
6.53%, 6/1/98 2,860 2,866
9 7/8%, 11/15/99 14,025 15,043
7 7/8%, 9/1/04 1,250 1,281
Great Western Financial Corp.:
6 1/8%, 6/15/98 15,000 14,963
6 3/8%, 7/1/00 11,200 11,033
45,186
TOTAL FINANCE 1,186,145
HEALTH - 0.8%
MEDICAL EQUIPMENT & SUPPLIES - 0.8%
McKesson Corp. 6.60%, 3/1/00 (a) 25,000 24,899
MEDIA & LEISURE - 2.1%
BROADCASTING - 1.7%
TCI Communication, Inc. 6.82%, 9/15/10 (c) 10,800 10,767
Tele-Communications, Inc. 7 3/8%, 2/15/00 9,000 9,027
Time Warner, Inc. 7.95%, 2/1/00 31,050 31,805
51,599
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.4%
News America Holdings, Inc.:
7 1/2%, 3/1/00 $ 7,500 $ 7,617
8 5/8%, 2/1/03 3,240 3,427
11,044
TOTAL MEDIA & LEISURE 62,643
NONDURABLES - 2.2%
BEVERAGES - 0.1%
Coors Adolph Co. 9.05%, 6/15/98 3,500 3,600
FOODS - 0.8%
Dart and Kraft Finance NV 7 3/4%, 11/30/98 5,847 5,927
Nabisco, Inc.:
8.30%, 4/15/99 11,000 11,271
8%, 1/15/00 7,500 7,705
24,903
TOBACCO - 1.3%
Philip Morris Companies, Inc.:
7 3/8%, 2/15/99 9,955 10,068
7 3/4%, 5/1/99 13,440 13,679
7 1/8%, 12/1/99 8,375 8,428
9 1/4%, 2/15/00 5,909 6,243
38,418
TOTAL NONDURABLES 66,921
RETAIL & WHOLESALE - 1.0%
APPAREL STORES - 0.3%
Limited, Inc. 7.80%, 5/15/02 9,500 9,623
GENERAL MERCHANDISE STORES - 0.7%
Dayton Hudson Corp:
9.65%, 6/15/00 2,000 2,150
10%, 12/1/00 6,102 6,661
Penney (J.C.), Inc. 6.95%, 4/1/00 12,000 12,045
20,856
TOTAL RETAIL & WHOLESALE 30,479
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
TECHNOLOGY - 1.9%
COMPUTERS & OFFICE EQUIPMENT - 1.9%
Comdisco, Inc.:
7 1/4%, 4/15/98 $ 12,500 $ 12,604
6.70%, 7/1/98 9,510 9,552
6.35%, 8/7/98 7,340 7,341
6.59%, 9/1/98 2,500 2,506
6.29%, 10/22/98 7,000 6,988
5 3/4%, 1/19/99 3,000 2,961
5.76%, 1/19/99 2,000 1,975
7 3/4%, 9/1/99 125 128
9.45%, 6/8/00 1,740 1,863
9.30%, 6/27/00 2,950 3,153
5 3/4%, 2/15/01 7,700 7,385
56,456
TRANSPORTATION - 0.8%
AIR TRANSPORTATION - 0.8%
AMR Corp.:
7 3/4%, 12/1/97 1,420 1,430
8.10%, 11/1/98 6,750 6,910
Continental Airlines Pass through Trust 7.42%, 10/1/08 (a) 8,500 8,483
Delta Air Lines, Inc. 9 7/8%, 1/1/98 7,990 8,177
25,000
UTILITIES - 4.5%
CELLULAR - 0.5%
360 Degrees Communications Co. 7 1/8%, 3/1/03 14,060 13,818
ELECTRIC UTILITY - 1.0%
British Columbia Hydro & Power Authority yankee
12 1/2%, 1/15/14 6,750 7,641
Entergy Ark, Inc. 7%, 3/1/02 4,500 4,467
Indiana Michigan Power Co. 6.40%, 3/1/00 5,000 4,926
Tenaga Nasional Berhad yankee 7.20%, 4/29/07 (a) 11,500 11,607
Texas Utilities Electric Co. 5 1/2%, 10/1/98 2,000 1,971
30,612
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
UTILITIES - CONTINUED
GAS - 1.5%
Columbia Gas System, Inc.:
6.39%, 11/28/00 $ 10,044 $ 9,868
6.61%, 11/28/02 5,328 5,222
Enron Corp. 10%, 6/1/98 4,500 4,667
InterNorth, Inc. 9 5/8%, 3/15/06 9,610 11,039
Kern River Funding Corp. 6.42%, 3/31/01 (a) 12,093 11,848
Southwest Gas Corp. 9 3/4%, 6/15/02 3,840 4,246
46,890
TELEPHONE SERVICES - 1.5%
MFS Communications, Inc. (b):
0%, 1/15/04 15,860 14,353
0%, 1/15/06 14,950 11,287
WorldCom, Inc. 7 3/4%, 4/1/07 18,700 18,611
44,251
TOTAL UTILITIES 135,571
TOTAL NONCONVERTIBLE BONDS
(Cost $1,870,708) 1,838,260
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 28.1%
U.S. TREASURY OBLIGATIONS - 14.2%
9%, 5/15/98 2,550 2,626
8 7/8%, 11/15/98 3,500 3,637
6 7/8%, 3/31/00 56,720 57,376
7 7/8%, 8/15/01 54,475 57,139
11 1/8%, 8/15/03 16,185 19,852
11 7/8%, 11/15/03 80,835 102,888
12 3/8%, 5/15/04 21,000 27,615
11 5/8%, 11/15/04 32,750 42,145
12 3/4%, 11/15/10 (callable) 51,175 70,525
12%, 8/15/13 (callable) 32,450 45,217
9%, 11/15/18 720 874
7 1/8%, 2/15/23 1,000 1,009
430,903
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. GOVERNMENT AGENCY OBLIGATIONS - 13.9%
Federal Farm Credit Bank 7.31%, 4/25/05 $ 5,000 $ 5,100
Federal Home Loan Bank:
6 3/4%, 4/5/04 3,060 3,035
6.89%, 4/6/04 4,465 4,470
7.36%, 7/1/04 19,335 19,891
7.38%, 8/5/04 5,890 6,048
7.46%, 9/9/04 5,000 5,155
7.59%, 3/10/05 3,010 3,129
Federal Home Loan Mortgage Corporation:
7.93%, 1/20/05 12,195 12,953
8%, 1/26/05 7,300 7,731
8.115%, 1/31/05 25,475 27,183
Federal National Mortgage Association:
7.49%, 3/2/05 1,815 1,876
7 3/8%, 3/28/05 4,450 4,556
7.16%, 5/11/05 22,635 22,858
Financing Corp. Stripped principle:
0%, 6/27/03 to 12/6/03 29,074 18,831
0%, 2/8/04 to 6/6/04 10,498 6,547
0%, 10/5/05 1,000 558
Government Trust Certificates (assets of Trust guaranteed by
U.S. Government through Defense Security Assistance Agency)
Class 1-C, 9 1/4%, 11/15/01 4,965 5,234
Guaranteed Export Trust Certificates (assets of Trust guaranteed
by U.S. Government through Export-Import Bank):
Series 1993-C, 5.20%, 10/15/04 5,512 5,226
Series 1993-D, 5.23%, 5/15/05 3,981 3,766
Series 1994-C, 6.61%, 9/15/99 967 973
Guaranteed Trade Trust Certificates (assets of Trust guaranteed
by U.S. Government through Export-Import Bank)
Series 1994-B, 7 1/2%, 1/26/06 2,982 3,052
Overseas Private Investment Corp. (U.S. Government
guaranteed participation certificate):
Series 1994-195, 6.08%, 8/15/04 (callable) 9,680 9,394
Series 1996-A1, 6.726%, 9/15/10 (callable) 17,000 16,626
Private Export Funding Corp. secured:
5.80%, 2/1/04 10,000 9,630
6.62%, 10/1/05 10,000 9,751
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
State of Israel (guaranteed by U.S. Government through
Agency for International Development):
6 1/8%, 8/15/99 $ 69,105 $ 68,623
7 1/8%, 8/15/99 2,627 2,663
0%, 11/15/01 17,270 12,837
8%, 11/15/01 5,590 5,862
6 1/4%, 8/15/02 19,357 18,950
6 1/8%, 3/15/03 2,421 2,335
6 5/8%, 8/15/03 15,800 15,674
6 5/8%, 2/15/04 840 826
7 5/8%, 8/15/04 4,710 4,852
5.89%, 8/15/05 20,448 19,081
U.S. Trade Trust Certificates (assets of Trust guaranteed by
U.S. Government through Export-Import Bank)
6.69%, 1/15/09 (a) 16,170 15,909
U.S. Department of Housing and Urban Development government
guaranteed participation certificates:
Series 1996-A:
6.44%, 8/1/99 10,000 9,985
6.59%, 8/1/00 19,170 19,127
6.67%, 8/1/01 7,000 6,975
7.66%, 8/1/15 (callable) 3,715 3,706
420,978
TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS
(Cost $869,479) 851,881
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 0.5%
FEDERAL HOME LOAN MORTGAGE CORPORATION - 0.4%
7%, 7/1/99 to 7/1/01 12,568 12,613
8 1/2%, 6/15/13 100 103
12,716
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 0.0%
12 1/2%, 4/1/13 to 8/1/15 274 317
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 0.1%
7 1/2%, 9/15/25 $ 1,218 $ 1,209
8%, 5/15/22 24 25
9 1/2%, 9/15/09 to 10/15/15 142 152
10%, 12/15/13 to 8/15/17 384 420
1,806
TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE-BACKED SECURITIES
(Cost $14,807) 14,839
COMMERCIAL MORTGAGE SECURITIES - 4.2%
Blackrock Capital Funding LLC
Series 1996 Class C2, 7.5134%, 11/16/26 (a)(c) 2,953 2,983
CS First Boston Mortgage Securities Corp.:
Series 1995 WF1 Class A-1, 6.452%, 12/21/27 17,993 17,628
Series 1995-WF1 Class A-2, 6.648%, 12/21/27 15,000 14,559
Federal Deposit Insurance Corp. sequential pay
Series 1996-C1 Class 1A, 6 3/4%, 5/25/26 26,623 26,517
Kidder Peabody Acceptance Corp. sequential pay,
Series 1993-M1 Class A-2, 7.15%, 4/25/25 8,013 7,993
Midland Realty Acceptance Corp. sequential pay
Series 1997-C1 Class A-1, 7.315%, 4/25/03 7,585 7,683
Oregon Commercial Mortgage, Inc.
Series 1995-1 Class A, 7.15%, 6/25/23 (a) 4,092 4,091
Resolution Trust Corp.:
Series1995-C1 Class A-4A, 6 1/4%, 2/25/27 1,423 1,421
Series1995-C2 Class A-1B, 6 1/4%, 5/25/27 7,849 7,812
Series 1995-C2 Class D, 7%, 5/25/27 2,964 2,889
Structured Asset Securities Corp.:
Series 1996-C3 Class A, 6 3/4%, 6/25/30 (a) 7,104 7,055
Series 1996-C3 Class B, 7 1/8%, 6/25/30 (a) 5,684 5,629
sequential pay:
Series 1993-C1 Class A-1A, 6.60%, 10/25/24 376 374
Series 1995-C4 Class A-1A, 6.90%, 6/25/26 4,068 4,063
Series 1996 Class A-1B, 5.751%, 2/25/28 1,114 1,108
Series 1996 Class A-2A, 7 3/4%, 2/25/28 4,798 4,864
Wells Fargo Capital Markets Apartment Financing Trust
6.56%, 12/29/05 (a) 11,910 11,642
TOTAL COMMERCIAL MORTGAGE SECURITIES
(Cost $129,228) 128,311
FOREIGN GOVERNMENT OBLIGATIONS - 3.3%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
Irish Republic yankee 8 5/8%, 4/15/01 $ 10,500 $ 11,069
Manitoba Province yankee:
6 3/8%, 10/15/99 16,340 16,260
6 7/8%, 9/15/02 17,500 17,476
Newfoundland Province yankee 7.32%, 10/13/23 7,054 6,667
Nova Scotia Province yankee 9 3/8%, 7/15/02 14,633 16,073
Ontario Province yankee:
7 3/4%, 6/4/02 11,000 11,418
7 3/8%, 1/27/03 7,500 7,665
15 1/4%, 8/31/12 5,085 5,522
11 1/2%, 3/10/13 6,270 6,788
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $83,826) 98,938
SUPRANATIONAL OBLIGATIONS - 1.5%
African Development Bank:
10%, 11/1/97 4,000 4,078
8.70%, 5/1/01 8,000 8,511
7 3/4%, 12/15/01 17,230 17,827
European Investment Bank 11 5/8%, 2/1/99 2,500 3,000
Inter-American Development Bank 9.45%, 9/15/98 9,441 9,816
International Bank for Reconstruction & Development euro
11 1/8%, 1/13/98 2,000 2,064
TOTAL SUPRANATIONAL OBLIGATIONS
(Cost $45,667) 45,296
CERTIFICATES OF DEPOSIT - 1.1%
Canadian Imperial Bank (New York Branch)
6.475%, 1/24/00 (Cost $34,045) 34,000 33,783
CASH EQUIVALENTS - 0.7%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 5.37%, dated
4/30/97 due 5/1/97 $ 20,731 20,728
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $3,068,488) $ 3,032,036
LEGEND
4. 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 $246,054,000 or 8.0% of net
assets.
5. Debt obligation initially issued in zero coupon form which converts to
coupon form at a specified rate and date.
6. 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 67.3% AAA, AA, A 62.0%
Baa 23.0% BBB 31.3%
Ba 3.6% BB 0.8%
B 0.0% B 0.0%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
D 0.0%
For some foreign government obligations, FMR has assigned the ratings of
the sovereign credit of the issuing government. The percentage not rated by
both S&P and Moody's amounted to 1.3%.
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 87.1%
Canada 5.4
Supranational 2.3
Malaysia 1.5
Netherlands 1.1
Others (individually less than 1%) 2.6
TOTAL 100.0%
INCOME TAX INFORMATION
At April 30, 1997, the aggregate cost of investment securities for income
tax purposes was $3,069,793,000. Net unrealized depreciation aggregated
$37,757,000, of which $8,539,000 related to appreciated investment
securities and $46,296,000 related to depreciated investment securities.
At April 30, 1997, the fund had a capital loss carryforward of
approximately $20,683,000 all of which will expire on April 30, 2005.
The fund intends to elect to defer to its fiscal year ending April 1998,
approximately $11,082,000 of losses recognized during the period November
1, 1996 to April 30, 1997.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) APRIL 30, 1997

<TABLE>
<CAPTION>
<S> <C> <C>
ASSETS

Investment in securities, at value (including repurchase $ 3,032,036
agreements of $20,728) (cost $3,068,488) -
See accompanying schedule

Receivable for investments sold 3

Receivable for fund shares sold 4,924

Interest receivable 52,133

TOTAL ASSETS 3,089,096

LIABILITIES

Payable for investments purchased $ 3,295

Distributions payable 489

Accrued management fee 1,133

Other payables and accrued expenses 794

TOTAL LIABILITIES 5,711

NET ASSETS $ 3,083,385

Net Assets consist of:

Paid in capital $ 3,161,572

Distributions in excess of net investment income (8,674)

Accumulated undistributed net realized gain (loss) on (33,044)
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on (36,469)
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 309,613 shares outstanding $ 3,083,385

NET ASSET VALUE, offering price and redemption price per $9.96
share ($3,083,385 (divided by) 309,613 shares)

</TABLE>

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED APRIL 30, 1997

INVESTMENT INCOME $ 215,337
Interest

EXPENSES

Management fee $ 13,342

Transfer agent fees 6,931

Accounting fees and expenses 730

Non-interested trustees' compensation 36

Custodian fees and expenses 99

Registration fees 137

Audit 64

Legal 19

Miscellaneous 18

Total expenses before reductions 21,376

Expense reductions (480) 20,896

NET INVESTMENT INCOME 194,441

REALIZED AND UNREALIZED GAIN (LOSS) (30,233)
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) 12,757
on investment securities

NET GAIN (LOSS) (17,476)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 176,965
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

Operations $ 194,441 $ 176,237
Net investment income

Net realized gain (loss) (30,233) 39,087

Change in net unrealized appreciation (depreciation) 12,757 (42,093)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 176,965 173,231
FROM OPERATIONS

Distributions to shareholders (194,181) (175,620)
From net investment income

From net realized gain (8,635) -

TOTAL DISTRIBUTIONS (202,816) (175,620)

Share transactions 1,637,849 1,657,878
Net proceeds from sales of shares

Reinvestment of distributions 194,972 167,400

Cost of shares redeemed (1,604,370) (1,404,741)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 228,451 420,537
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 202,600 418,148

NET ASSETS

Beginning of period 2,880,785 2,462,637

End of period (including distributions in excess $ 3,083,385 $ 2,880,785
of net investment income of $8,674 and
$8,370, respectively)

OTHER INFORMATION
Shares

Sold 164,072 161,750

Issued in reinvestment of distributions 19,477 16,326

Redeemed (160,627) (136,971)

Net increase (decrease) 22,922 41,105

</TABLE>

FINANCIAL HIGHLIGHTS

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

1997 1996 1995 1994 C 1993

SELECTED PER-SHARE DATA

Net asset value, beginning $ 10.050 $ 10.030 $ 10.230 $ 10.700 $ 10.270
of period

Income from Investment .647 B .684 .591 .705 .784
Operations
Net investment income

Net realized and unrealized (.060) (.004) (.074) (.381) .496
gain (loss)

Total from investment .587 .680 .517 .324 1.280
operations

Less Distributions

From net investment income (.647) (.660) (.598) (.704) (.790)

From net realized gain (.030) - - - (.060)

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

Return of capital - - (.019) - -

Total distributions (.677) (.660) (.717) (.794) (.850)

Net asset value, end of period $ 9.960 $ 10.050 $ 10.030 $ 10.230 $ 10.700

TOTAL RETURN A 6.02% 6.85% 5.32% 2.93% 12.90%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 3,083 $ 2,881 $ 2,463 $ 1,782 $ 1,639
(in millions)

Ratio of expenses to average .71% .73% .68% .64% .61%
net assets E

Ratio of expenses to average .69% .71% .68% .64% .61%
net assets after expense D D
reductions

Ratio of net investment income 6.46% 6.48% 6.31% 6.88% 7.44%
to average net assets

Portfolio turnover rate 116% 169% 75% 81% 51%

</TABLE>

F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
G NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
H EFFECTIVE MAY 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
I FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
J FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1997

6. 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 financial
statements have been prepared in conformity with generally accepted
accounting principles which permit management to make certain estimates and
assumptions at the date of the financial statements. 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. Securities (including
restricted securities) for which market quotations are not readily
available are valued at their fair value as determined in good faith under
consistently applied procedures under the general supervision of the Board
of Trustees. Short-term securities with remaining maturities of sixty days
or less for which quotations are not readily available 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. Income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions. Purchases and sales of securities are
translated into U.S. dollars at the contractual currency exchange rates
established at the time of each trade.
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, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. The effects of changes in foreign currency exchange
rates on investments in securities are included with the net realized and
unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Interest income, which includes accretion of original
issue discount, is accrued as earned.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and paid
monthly from net interest 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, 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.
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.
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.
7. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in
foreign-denominated securities. 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 foreign currency contracts is
determined using contractual currency exchange rates established at the
time of each trade. The cost of the foreign currency contracts is included
in the cost basis of the associated investment.
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 for U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.
2. OPERATING POLICIES -
CONTINUED
RESTRICTED SECURITIES. The fund is permitted to invest in securities that
are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from registration
or to the public if the securities are registered. Disposal of these
securities may involve time-consuming negotiations and expense, and prompt
sale at an acceptable price may be difficult. At the end of the period, the
fund had no investments in restricted securities (excluding 144A issues).
8. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $3,644,716,000 and $3,429,783,000, respectively, of which U.S.
government and government agency obligations aggregated $2,236,240,000 and
$2,933,263,000, 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 .1100% to .3700% for the period. In the event that
these rates were lower than the contractual rates in effect during the
period, FMR voluntarily implemented the above rates, as they resulted in
the same or a lower management fee. The annual individual fund fee rate is
.30%. For the period, the management fee was equivalent to an annual rate
of .44% of average net assets.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, is the fund's transfer, dividend disbursing and shareholder servicing
agent. FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annual rate of .23%
of average net assets.
ACCOUNTING FEES. FSC, an affiliate of FMR, 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.
10. EXPENSE REDUCTIONS.
The fund has entered into arrangements with its custodian and transfer
agent whereby credits realized as a result of uninvested cash balances were
used to reduce a portion of the fund's expenses. During the period, the
fund's custodian and transfer agent fees were reduced by $23,000 and
$457,000, respectively, under these arrangements.
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, 1997, 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, 1997 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, 1997, 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.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 5, 1997
DISTRIBUTIONS

A total of 29.07% 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 1998 of the applicable
percentage for use in preparing 1997 income tax returns.
MANAGING YOUR INVESTMENTS

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)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
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
Fred L. Henning, Jr., Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
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
New Markets Income
Short-Intermediate Government
Short-Term Bond
Spartan(registered trademark) Ginnie Mae
Spartan Government Income
Spartan High Income
Spartan Investment Grade Bond
Spartan Limited Maturity Government
Spartan Short-Intermediate Government
Spartan Short-Term Bond
Target Timeline 1999, 2001 & 2003
SM
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
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)
TouchTone Xpress 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE
FIDELITY INTERMEDIATE BOND FUND
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS 02109

TO THE SHAREHOLDERS:
The Board of Trustees of Fidelity Intermediate Bond Fund voted to pay on
June 9, 1997, to shareholders of record at the opening of business on June
6, 1997, a distribution of $____ derived from capital gains realized from
sales of portfolio securities.
In the opinion of management, regardless of whether you took payments in
cash or in additional shares, the distribution will be reportable for tax
purposes for the year 1997. You will be notified at a later date as to the
tax treatment of this distribution.
If your account is a Fidelity prototype retirement plan such as an
Individual Retirement Account (IRA), a Keogh Plan, a 403(b), or a qualified
pension or profit sharing plan, the above information is provided for
informational purposes only and is not reportable for tax purposes in 1997.

FIDELITY INTERMEDIATE BOND FUND
June 6, 1997