FIDELITY COMMONWEALTH TRUST, N-30D, 1997-12-30

FIDELITY COMMONWEALTH TRUST
N-30D, 1997-12-30

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(2_FIDELITY_LOGOS)FIDELITY

INTERMEDIATE BOND
FUND
SEMIANNUAL REPORT
OCTOBER 31, 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 25 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 29 NOTES TO THE FINANCIAL STATEMENTS.

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION
OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS
IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-8888 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
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:
Although financial turmoil in Pacific Basin countries was a catalyst
for significant volatility in U.S. markets in late October, the
Standard & Poor's 500 Index remained up more than 25% year-to-date,
twice its historical annual average. Meanwhile, bond markets -
primarily influenced by a relatively steady flow of positive news on
the inflation front - continued to post moderate returns through the
first 10 months of 1997.
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 and dividends would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1997 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS

FIDELITY INTERMEDIATE BOND 5.56% 7.34% 38.08% 118.32%

LEHMAN BROTHERS INTERMEDIATE 5.66% 7.49% 38.00% 124.23%
GOVERNMENT/CORPORATE BOND INDEX

INTERMEDIATE INVESTMENT 6.38% 7.98% 39.02% 126.26%
GRADE DEBT FUNDS AVERAGE

SHORT INTERMEDIATE INVESTMENT 3.86% 6.12% 30.53% 98.65%
GRADE DEBT FUNDS AVERAGE

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or 10 years. For example, if you had 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. You can also compare the fund's performance to averages
calculated by Lipper Analytical Services, Inc. The fund formerly was
included in Lipper's intermediate investment grade debt funds category
(which included 217 funds for the past six months), but will be
included in the short-intermediate investment grade debt funds
category (107 funds) in the future. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY INTERMEDIATE BOND 7.34% 6.67% 8.12%

LEHMAN BROTHERS INTERMEDIATE 7.49% 6.65% 8.41%
GOVERNMENT/CORPORATE BOND INDEX

INTERMEDIATE INVESTMENT 7.98% 6.79% 8.48%
GRADE DEBT FUNDS AVERAGE

SHORT INTERMEDIATE INVESTMENT 6.12% 5.47% 7.09%
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.
$10,000 OVER 10 YEARS
IMAHDR PRASUN SHR__CHT 19971031 19971113 155453 S00000000000001
Intermediate Bond LB Intermediate Govt/Corp
00032 LB007
1987/10/31 10000.00 10000.00
1987/11/30 10117.63 10063.60
1987/12/31 10201.46 10169.33
1988/01/31 10501.16 10429.54
1988/02/29 10636.67 10545.60
1988/03/31 10556.63 10505.06
1988/04/30 10517.29 10487.57
1988/05/31 10458.86 10441.20
1988/06/30 10640.66 10607.61
1988/07/31 10633.46 10585.09
1988/08/31 10657.99 10600.99
1988/09/30 10831.80 10784.89
1988/10/31 10975.19 10931.42
1988/11/30 10911.49 10838.15
1988/12/31 10937.57 10847.69
1989/01/31 11053.36 10961.63
1989/02/28 11032.69 10916.32
1989/03/31 11084.29 10963.49
1989/04/30 11250.74 11182.63
1989/05/31 11467.05 11404.68
1989/06/30 11728.44 11692.19
1989/07/31 11957.01 11932.27
1989/08/31 11797.88 11778.05
1989/09/30 11861.44 11833.70
1989/10/31 12108.96 12083.84
1989/11/30 12202.89 12199.37
1989/12/31 12230.17 12232.76
1990/01/31 12107.69 12154.33
1990/02/28 12140.72 12198.58
1990/03/31 12143.74 12214.48
1990/04/30 12064.82 12172.08
1990/05/31 12337.45 12015.74
1990/06/30 12497.63 12606.13
1990/07/31 12660.66 12781.02
1990/08/31 12557.39 12728.55
1990/09/30 12656.39 12826.86
1990/10/31 12769.97 12975.78
1990/11/30 12986.10 12717.16
1990/12/31 13152.75 13352.85
1991/01/31 13280.82 13488.26
1991/02/28 13375.92 13596.11
1991/03/31 13448.30 13688.59
1991/04/30 13585.92 13837.78
1991/05/31 13645.64 13922.84
1991/06/30 13636.80 13932.64
1991/07/31 13794.42 14087.92
1991/08/31 14061.97 14356.88
1991/09/30 14328.71 14603.85
1991/10/31 14460.33 14770.52
1991/11/30 14575.22 14940.11
1991/12/31 15059.60 15305.00
1992/01/31 14836.99 15166.41
1992/02/29 14909.13 15226.30
1992/03/31 14843.61 15166.41
1992/04/30 14919.50 15299.70
1992/05/31 15173.01 15536.86
1992/06/30 15380.47 15766.87
1992/07/31 15754.80 16080.34
1992/08/31 15880.24 16241.19
1992/09/30 15986.97 16461.66
1992/10/31 15810.90 16248.08
1992/11/30 15729.71 16186.34
1992/12/31 15975.12 16403.10
1993/01/31 16345.56 16722.14
1993/02/28 16676.09 16985.80
1993/03/31 16754.49 17053.37
1993/04/30 16843.74 17190.63
1993/05/31 16852.26 17152.47
1993/06/30 17204.63 17421.70
1993/07/31 17368.23 17464.36
1993/08/31 17741.53 17741.27
1993/09/30 17806.45 17814.93
1993/10/31 17916.26 17862.63
1993/11/30 17809.03 17763.00
1993/12/31 17885.75 17844.35
1994/01/31 18095.09 18042.56
1994/02/28 17732.94 17775.72
1994/03/31 17414.32 17482.38
1994/04/30 17336.62 17363.40
1994/05/31 17308.64 17375.06
1994/06/30 17328.90 17377.44
1994/07/31 17505.96 17627.59
1994/08/31 17527.53 17682.71
1994/09/30 17442.86 17520.01
1994/10/31 17448.25 17517.62
1994/11/30 17468.43 17438.13
1994/12/31 17526.47 17499.87
1995/01/31 17727.75 17794.80
1995/02/28 17976.18 18163.92
1995/03/31 18091.63 18267.79
1995/04/30 18258.88 18493.30
1995/05/31 18720.53 19052.41
1995/06/30 18833.49 19180.14
1995/07/31 18820.60 19182.79
1995/08/31 18992.87 19357.41
1995/09/30 19112.69 19497.59
1995/10/31 19331.13 19714.88
1995/11/30 19567.39 19974.03
1995/12/31 19771.26 20183.37
1996/01/31 19919.34 20357.46
1996/02/29 19695.67 20118.45
1996/03/31 19576.13 20014.84
1996/04/30 19508.91 19944.09
1996/05/31 19482.07 19928.98
1996/06/30 19685.40 20140.71
1996/07/31 19734.56 20200.59
1996/08/31 19743.87 20216.49
1996/09/30 20008.53 20498.17
1996/10/31 20338.86 20860.41
1996/11/30 20605.97 21135.46
1996/12/31 20492.79 21000.05
1997/01/31 20561.42 21081.67
1997/02/28 20580.44 21121.95
1997/03/31 20447.91 20976.20
1997/04/30 20682.45 21222.64
1997/05/31 20838.89 21398.86
1997/06/30 21033.64 21594.15
1997/07/31 21464.47 22033.49
1997/08/31 21347.22 21922.73
1997/09/30 21586.39 22177.65
1997/10/31 21831.98 22423.29
IMATRL PRASUN SHR__CHT 19971031 19971113 155458 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Intermediate Bond Fund on October 31, 1987. As
the chart shows, by October 31, 1997, the value of the investment
would have grown to $21,832 - a 118.32% 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 and capital gains, if any, reinvested, the same $10,000
investment would have grown to $22,423 - a 124.23% increase.
UNDERSTANDING
PERFORMANCE
HOW A FUND DID YESTERDAY IS
NO GUARANTEE OF HOW IT WILL DO
TOMORROW. BOND PRICES, FOR
EXAMPLE, GENERALLY MOVE IN
THE OPPOSITE DIRECTION OF INTEREST
RATES. IN TURN, THE SHARE PRICE,
RETURN AND YIELD OF A FUND THAT
INVESTS IN BONDS WILL VARY. THAT
MEANS IF YOU SELL YOUR SHARES
DURING A MARKET DOWNTURN, YOU
MIGHT LOSE MONEY. BUT IF YOU CAN
RIDE OUT THE MARKET'S UPS AND
DOWNS, YOU MAY HAVE A GAIN.
(CHECKMARK)
TOTAL RETURN COMPONENTS
SIX MONTHS YEARS ENDED APRIL 30,
ENDED
OCTOBER 31,

1997 1997 1996 1995 1994 1993

DIVIDEND RETURN 3.35% 6.61% 6.65% 6.40% A 6.49% 8.08%

CAPITAL APPRECIATION 2.21% -0.59% 0.20% -1.08% -3.56% 4.82%
RETURN

TOTAL RETURN 5.56% 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, if any.
DIVIDENDS AND YIELD
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PERIODS ENDED OCTOBER 31, 1997 PAST 1 PAST 6 PAST 1
MONTH MONTHS YEAR

DIVIDENDS PER SHARE 5.51(CENTS) 32.61(CENTS) 64.50(CENTS)

ANNUALIZED DIVIDEND RATE 6.40% 6.42% 6.41%

30-DAY ANNUALIZED YIELD 5.78% - -
</TABLE>

DIVIDENDS per share show the income paid by the fund for a set period
and do not reflect any tax reclassifications. If you annualize this
number, based on an average share price of $10.14 over the past one
month, $10.07 over the past six months and $10.06 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

An interview with Christine Thompson, Portfolio Manager of Fidelity
Intermediate Bond Fund
Q. HOW DID THE FUND PERFORM, CHRISTINE?
A. For the six months that ended October 31, 1997, the fund had a
total return of 5.56%, just behind the 5.66% return of the Lehman
Brothers Intermediate Government/Corporate Bond Index over the same
period. For the 12 months that ended October 31, 1997, the fund had a
total return of 7.34%, while the Lehman Brothers index posted a return
of 7.49%.
Q. HOW DID PERFORMANCE STACK UP AGAINST THE FUND'S PEERS?
A. The fund outperformed its Lipper peer group - Lipper's
short-intermediate investment grade debt funds - which recorded
average returns of 3.86% for the six-month period and 6.12% for the
12-month period. Lipper historically placed the fund in its
intermediate investment grade debt funds average, so this peer group
is a new one for the fund. The short-intermediate category turns out
to be a better fit because Lipper's definition of "intermediate"
differs from the fund's. The funds in Lipper's intermediate category
tend to have longer maturities, and more interest-rate sensitivity,
than the fund and the Lehman Brothers index.
Q. WHAT ROLE DOES THE LEHMAN BROTHERS INTERMEDIATE
GOVERNMENT/CORPORATE BOND INDEX PLAY IN THE MANAGEMENT OF THE FUND?
A. I use it as a representation of the overall market in which the
fund invests. The index includes most of the universe of
investment-grade bonds with maturities between one and 10 years, other
than mortgage securities. The composition of that universe is skewed
toward the shorter end of the maturity range because there are more
short-term bonds outstanding. I manage the fund to have similar
overall interest-rate risk to its benchmark index, but beyond that,
the fund can vary significantly from the index. With respect to
sector, issuer and structural composition, the fund's holdings reflect
our research conclusions on the relative values of bonds.
Q. HOW WOULD YOU COMPARE THE FUND'S RETURN TO THAT OF THE INDEX AND
THE NEW PEER GROUP?
A. As I said, the fund is managed with an interest-rate sensitivity,
or duration, that closely resembles the duration of the benchmark
index over time. During the period, the fund's returns closely tracked
the index. Over the past year, bond valuation measures have been very
compressed, meaning that different sectors of the bond market with
similar maturities did not provide much of a variation in returns. In
this environment, it's more difficult to differentiate returns than it
would be in an environment where credit quality, cash-flow structures
and characteristics of different non-government sectors are valued
more differently. In comparison with the new Lipper peer group, the
fund generally had a slightly longer duration than the funds in the
average. As a result, its return compared to that universe partially
reflects how the bond market performed. With a slightly higher
interest-rate sensitivity, the fund's performance compares a bit more
favorably in rallying markets such as the one we've seen over the past
12 months.
Q. HOW DID CORPORATE BONDS AND MORTGAGE-BACKED SECURITIES PERFORM?
A. For the six months that ended October 31, 1997, Treasuries returned
7.87%, while corporate bonds in the overall marketplace returned
7.93%. That outperformance reflected the incremental yield that the
corporate sector offered - as well as an overall trend of decreasing
yield advantages and increasing price - relative to Treasuries. The
mortgage sector also performed well during much of the period. In an
environment marked by low interest-rate volatility, mortgage-backed
securities benefited from the added yields that they offered relative
to Treasuries, as well as predictable prepayment trends. Prepayment
risk is the risk that mortgage holders will pay off their mortgages
before the maturity date, such as in the form of refinancing at a
lower interest rate. Refinancing-based prepayments force
mortgage-backed bond investors to reinvest at a lower interest rate,
if they wish to remain invested in the sector.
Q. THE FUND'S CORPORATE HOLDINGS WERE HEAVILY INVESTED IN FINANCE.
WHY?
A. The fund was overweighted in U.S. domestic bank issues. The U.S.
banking sector has strengthened its financial position as the economy
has grown and the institutions have been managed with improved risk
controls, expense management and preparation for prospective problems
in their loan portfolios. In addition, consolidation within the
industry through mergers and acquisitions has increased the sector's
credit profile, as Bbb-rated smaller banks are absorbed by Aa-rated
and A-rated larger banks.
Q. WHAT WAS YOUR FEELING ABOUT YANKEE BONDS DURING THE PERIOD?
A. Yankee bonds - dollar-denominated bonds issued in the U.S. by
foreign banks, governments and corporations - were interesting to
watch because of the turmoil throughout many Southeast Asian countries
during the past six months. There's been a dramatic cheapening in that
part of the market, which to a lesser degree has carried over to
non-Asian yankee issues. While the fund had little direct exposure to
Asian names, I have been reviewing the higher-quality niches in the
yankee market to find attractive opportunities.
Q. WHAT'S YOUR OUTLOOK FOR THE
BOND MARKET?
A. Following a recent increase in bond market volatility - mostly in
response to problems in Southeast Asia and stock market gyrations -
we're beginning to see much more differentiation between the pricing
of all types of fixed-income securities in the marketplace. Credit
qualities, structural differences and other characteristics of many
non-government sectors are increasingly being priced to reflect unique
risk/reward characteristics. I expect this environment to provide the
fund with opportunities to outperform as we utilize our research to
identify superior investments.
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.

CHRISTINE THOMPSON ON
QUANTITATIVE RESEARCH:
"Quantitative research allows us to
understand how our funds are
likely to perform relative to the
market in a variety of interest-rate
environments and market
scenarios. Our research draws on
historical performance to model
how individual securities react
and allows us to combine certain
groupings of securities to examine
their performance together under
various circumstances.
"Quantitative research allows us
to analyze issues such as: How do
the payment patterns of the bonds
in a portfolio come together? How
would you expect these valuation
measures to adjust and to offset
one another in different market
environments? If we relived in the
future some of the extreme
environments that we've seen in
the past, what kind of returns
would you expect this portfolio to
have relative to the overall
market?
"Being able to model a portfolio
that contains securities with many
different cash-flow characteristics
to find out how the portfolio is
likely to perform in an extreme
interest-rate environment, for
example, is very useful in
controlling risks and positioning the
fund."
FUND FACTS
GOAL: high current income by
investing mainly in
investment-grade debt
securities while normally
maintaining an average
maturity of three to 10 years
FUND NUMBER: 032
TRADING SYMBOL: FTHRX
START DATE: May 23, 1975
SIZE: as of October 31,
1997, more than $3.1 billion
MANAGER: Christine Thompson,
since 1995; manager, Fidelity
U.S. Bond Index Fund, since
1990; Fidelity Target Timeline
Funds and Fidelity Global
Bond Fund, since 1996;
joined Fidelity in 1985
(checkmark)
INVESTMENT CHANGES

QUALITY DIVERSIFICATION AS OF OCTOBER 31, 1997
(MOODY'S RATINGS) % % OF FUND'S INVESTMENTS
O 6 MONTHS AGO
F
F
U
N
D
'
S
I
N
V
E
S
T
M
E
N
T
S

AAA 4 43.7
1
.
3

AA 7 5.0
.
2

A 1 20.8
9
.
2

BAA 2 23.8
4
.
8

BA 5 3.6
.
2

B 0 0.0
.
0

NOT RATED 1 0.0
.
3

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 OCTOBER 31, 1997
6 MONTHS AGO

YEARS 5.3 4.9

AVERAGE YEARS TO MATURITY IS BASED ON THE AVERAGE TIME UNTIL PRINCIPAL
PAYMENTS ARE EXPECTED FROM EACH OF THE FUND'S BONDS, WEIGHTED BY
DOLLAR AMOUNT.
DURATION AS OF OCTOBER 31, 1997
6 MONTHS AGO

YEARS 3.2 3.2

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 OCTOBER 31, 1997 * AS OF APRIL 30, 1997 **

CORPORATE BONDS 62.1%
U.S. GOVERNMENT
AND AGENCY
OBLIGATIIONS 27.9%
FOREIGN GOVERNMENT
OBLIGATIONS 3.0%
OTHER 6.0%
SHORT-TERM
INVESTMENTS 1.0%
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%
ROW: 1, COL: 1, VALUE: 2.0
ROW: 1, COL: 2, VALUE: 6.0
ROW: 1, COL: 3, VALUE: 3.0
ROW: 1, COL: 4, VALUE: 27.9
ROW: 1, COL: 5, VALUE: 61.1
ROW: 1, COL: 1, VALUE: 1.7
ROW: 1, COL: 2, VALUE: 6.8
ROW: 1, COL: 3, VALUE: 3.3
ROW: 1, COL: 4, VALUE: 28.6
ROW: 1, COL: 5, VALUE: 59.6

* FOREIGN
INVESTMENTS 9.0%
** FOREIGN
INVESTMENTS 12.9%
INVESTMENTS OCTOBER 31, 1997 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

NONCONVERTIBLE BONDS - 62.1%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
AEROSPACE & DEFENSE - 1.1%
DEFENSE ELECTRONICS - 1.1%
Raytheon Co.:
6.30%, 8/15/00 $ 16,440 $ 16,551
6.45%, 8/15/04 17,810 17,936
34,487
BASIC INDUSTRIES - 1.3%
CHEMICALS & PLASTICS - 1.3%
Methanex Corp. yankee 8 7/8%, 11/15/01 25,560 27,023
Praxair, Inc. 6 3/4%, 3/1/03 13,000 13,168
40,191
DURABLES - 0.9%
AUTOS, TIRES, & ACCESSORIES - 0.2%
General Motors Corp. 9 5/8%, 12/1/00 6,870 7,547
TEXTILES & APPAREL - 0.7%
Levi Strauss & Co. (a):
6.80%, 11/1/03 9,650 9,845
7%, 11/1/06 10,700 10,945
20,790
TOTAL DURABLES 28,337
ENERGY - 2.4%
OIL & GAS - 2.4%
Occidental Petroleum Corp.:
5.84%, 11/9/98 3,780 3,771
5.93%, 11/9/98 5,000 4,993
5.95%, 11/9/98 5,400 5,394
5.96%, 11/9/98 4,525 4,520
6.93%, 10/15/99 4,500 4,567
6.09%, 11/29/99 2,430 2,428
10.72%, 4/6/00 2,000 2,202
10.69%, 7/27/00 5,000 5,554
6.35%, 11/9/00 5,000 5,013
6.24%, 11/24/00 6,800 6,798
9 1/2%, 8/1/01 4,000 4,426
Pennzoil Co. 9 5/8%, 11/15/99 10,090 10,763
Phillips 66 Capital II 8%, 1/15/07 12,000 12,517
72,946
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - 38.2%
ASSET-BACKED SECURITIES - 13.1%
Aesop Funding II LLC 6.22%, 10/20/01 (a) $ 14,800 $ 14,872
Associates Manufactured Housing Contract
pass through certificates 6.05%, 6/15/27 20,000 20,031
Boatmens Auto Trust 6.35%, 10/15/01 2,820 2,832
CPS Auto Grantor Trust:
6.55%, 12/15/02 8,478 8,524
6.70%, 2/15/02 4,601 4,635
Capital Equipment Receivables Trust 6.57%, 3/15/01 7,200 7,280
Case Equipment Loan Trust:
6.45%, 9/15/02 6,140 6,094
5.85%, 2/15/03 4,370 4,324
Caterpillar Financial Asset Trust 6.55%, 5/22/02 2,837 2,863
Chase Manhattan Grantor Trust 6.76%, 9/15/02 4,544 4,577
Chevy Chase Auto Receivables Trust:
5.90%, 7/15/03 15,393 15,388
6.20%, 3/20/04 16,509 16,548
Discover Card Trust 7 1/2%, 6/16/00 8,150 8,203
Fidelity Funding Auto Trust 6.99%, 11/15/02 (a) 5,408 5,450
Green Tree Financial Corp.:
5 1/2%, 1/31/00 1,526 1,519
6.10%, 4/15/27 12,106 12,110
6.45%, 5/15/27 8,780 8,810
6.70%, 5/15/27 9,220 9,329
6 1/2%, 6/15/27 5,780 5,807
6.65%, 7/15/27 11,343 11,378
7.15%, 7/15/27 3,000 3,068
6.55%, 9/15/28 9,000 9,034
6.68%, 1/15/29 20,000 20,250
KeyCorp Auto Grantor Trust 5.80%, 7/15/00 579 577
MBNA Master Credit Card Trust II 6.564%, 1/15/07 12,000 12,196
Olympic Automobile Receivables Trust:
6.40%, 9/15/01 13,690 13,632
6 1/8%, 11/15/04 7,819 7,931
Onyx Acceptance Grantor Trust
6.20%, 6/15/03 14,234 14,265
Petroleum Enhanced Trust Receivables Offering
Petroleum Trust 6.1875%, 2/5/03 (a) 18,686 18,686
Premier Auto Trust 6.35%, 7/6/00 10,800 10,827
Railcar Trust 7 3/4%, 6/1/04 11,458 11,916
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
ASSET-BACKED SECURITIES - CONTINUED
Reliance Auto Receivables Corp., Inc.
6.10%, 7/15/02 (a) $ 7,850 $ 7,850
SCFC Recreational Vehicle Loan Trust 7 1/4%, 9/15/06 1,199 1,198
Sears Credit Account Master Trust II:
6 1/2%, 10/15/03 21,170 21,335
7%, 1/15/04 4,860 4,939
Standard Credit Card Master Trust I 7.65%, 2/15/00 2,800 2,813
Toyota Auto Receivables Grantor Trust 6.15%, 1/15/99 1,118 1,117
Union Federal Savings Bank Grantor Trust:
6.975%, 7/10/00 428 429
7.275%, 10/10/00 470 472
WFS Financial Owner Trust:
7.05%, 11/20/03 18,560 18,904
6.90%, 12/20/03 13,870 14,215
Western Financial Grantor Trust:
6.05%, 11/1/00 4,007 4,029
6.20%, 2/1/02 3,754 3,775
5 7/8%, 3/1/02 17,465 17,710
6.41%, 7/20/02 13,920 13,929
405,671
BANKS - 13.8%
ABN Amro Bank NV 6 5/8%, 10/31/01 17,000 17,317
Banc One Corp. 6.70%, 3/24/00 12,500 12,669
Banco Latinoamericano Exportaciones SA:
euro 6.90%, 12/4/99 (a) 5,750 5,818
6.70%, 10/8/99 (a) 7,000 7,071
BanPonce Corp.:
6.378%, 4/8/99 6,000 6,008
6.488%, 3/3/00 8,000 8,072
BanPonce Financial Corp.:
6.642%, 4/8/99 8,120 8,209
6 3/4%, 8/9/01 3,850 3,920
Capital One Bank:
6.83%, 5/17/99 10,000 10,118
6.55%, 2/4/00 8,750 8,788
6 7/8%, 4/24/00 22,750 23,118
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Central Fidelity Banks, Inc. 8.15%, 11/15/02 $ 16,200 $ 17,512
Chase Manhattan Corp. 7 3/4%, 11/1/99 8,260 8,531
Crestar Financial Corp. 8 3/4%, 11/15/04 7,100 7,988
First Fidelity Bancorp. 9 5/8%, 8/15/99 2,700 2,864
First Hawaiian, Inc. 6 1/4%, 8/15/00 11,255 11,207
First Interstate Bancorp 8 5/8%, 4/1/99 10,000 10,360
First Maryland Bancorp 10 3/8%, 8/1/99 2,895 3,096
First National Bank of Boston 6.67%, 4/9/99 24,000 24,289
First Tennessee National Corp.:
10 3/8%, 6/1/99 4,934 5,255
6 3/4%, 11/15/05 7,020 7,095
First USA Bank:
5 3/4%, 1/15/99 17,300 17,266
6 1/2%, 12/23/99 16,725 16,866
Florida National Banks, Inc. 9 7/8%, 5/15/99 6,400 6,750
Hartford National Corp. 9.85%, 6/1/99 4,029 4,260
Integra Financial Corp. 6 1/2%, 4/15/00 3,200 3,224
Kansallis-Osake-Pankki:
10 3/8%, 8/15/00 1,150 1,155
10%, 5/1/02 24,915 28,414
Merita Bank Ltd. yankee 6 1/2%, 1/15/06 12,000 11,903
Midland American Capital Corp. 12 3/4%, 11/15/03 1,930 2,057
Midland Bank PLC yankee 7 5/8%, 6/15/06 13,185 13,902
Midlantic Corp. 9 1/4%, 9/1/99 5,075 5,347
Provident Bank:
6 1/8%, 12/15/00 24,690 24,661
6 3/8%, 1/15/04 3,250 3,236
Shawmut National Corp.:
8 5/8%, 12/15/99 3,670 3,859
7.20%, 4/15/03 7,610 7,855
Signet Bank 7.80%, 9/15/06 8,000 8,608
Signet Banking Corp.:
5.785%, 4/15/98 (c) 3,201 3,191
9 5/8%, 6/1/99 4,275 4,501
Skandinaviska Enskilda Banken yankee 8.45%, 5/15/02 2,350 2,543
Sovran Financial Corp. 9 3/4%, 6/15/99 7,737 8,185
Summit Bancorp. 8 5/8%, 12/10/02 10,000 10,906
Union Planters Corp. 6 3/4%, 11/1/05 9,000 9,095
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Union Planters National Bank 6.53%, 8/20/99 $ 5,000 $ 5,025
Wachovia Bank, NA 7 3/4%, 4/15/02 11,000 11,496
Zions Bancorp. 8 5/8%, 10/15/02 3,900 4,276
427,886
CREDIT & OTHER FINANCE - 8.6%
AT&T Capital Corp.:
6.26%, 2/18/99 10,000 10,049
6.65%, 4/30/99 21,680 21,897
6.52%, 5/14/99 7,000 7,067
6.16%, 12/3/99 10,000 10,007
Aristar, Inc.:
7 1/2%, 7/1/99 12,450 12,724
8 7/8%, 8/15/98 820 838
Chrysler Financial Corp. 6 3/8%, 1/28/00 16,750 16,825
Countrywide Home Loans, Inc. 8.41%, 11/17/99 5,000 5,230
Deere (John) Capital Corp. 9 5/8%, 11/1/98 6,000 6,202
Edison Mission Energy Funding Corp.
6.77%, 9/15/03 (a) 18,225 18,459
Finova Capital Corp.:
6.38%, 4/15/99 5,850 5,893
6.06%, 10/8/99 8,000 8,014
6.30%, 11/1/99 3,500 3,522
6.84%, 8/8/00 2,090 2,131
6.27%, 9/29/00 4,340 4,359
First Security Capital I 8.41%, 12/15/26 15,000 16,291
Fleet Financial Group, Inc. 7 5/8%, 12/1/99 6,760 6,949
General Motors Acceptance Corp.:
6.55%, 4/23/99 12,500 12,609
6.40%, 5/17/99 10,000 10,067
6.65%, 5/24/00 13,950 14,110
Greyhound Financial Corp. 6 3/4%, 3/25/99 6,540 6,604
Heller Financial, Inc. 6 1/2%, 5/15/00 10,915 10,980
MCN Investment Corp.:
5.84%, 2/1/99 8,730 8,750
6.82%, 5/13/99 9,400 9,530
6.03%, 2/1/01 11,600 11,555
Southwestern Bell Capital Corp. 6.86%, 7/26/99 4,360 4,430
Union Acceptance Corp. 7.075%, 7/10/02 1,334 1,342
Washington Mutual Capital I 8 3/8%, 6/1/27 17,000 18,351
264,785
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
INSURANCE - 1.2%
Metropolitan Life Insurance Co. (a):
6.30%, 11/1/03 $ 4,500 $ 4,466
7%, 11/1/05 5,000 5,155
Protective Life Corp. 7.95%, 7/1/04 1,000 1,077
SunAmerica, Inc. 6.20%, 10/31/99 16,600 16,592
URC Holdings Corp. 7 7/8%, 6/30/06 (a) 8,800 9,453
36,743
SAVINGS & LOANS - 1.5%
Ahmanson (H.F.) & Co.:
9 7/8%, 11/15/99 14,025 14,989
7 7/8%, 9/1/04 1,250 1,339
Great Western Financial Corp. 6 3/8%, 7/1/00 11,200 11,261
Home Savings of America FSB 6 1/2%, 8/15/04 10,300 10,347
Long Island Savings Bank FSB 7%, 6/13/02 7,850 7,870
45,806
TOTAL FINANCE 1,180,891
HEALTH - 0.8%
MEDICAL EQUIPMENT & SUPPLIES - 0.8%
McKesson Corp. 6.60%, 3/1/00 25,000 25,302
MEDIA & LEISURE - 3.4%
BROADCASTING - 3.2%
Bell Cablemedia PLC:
0%, 7/15/04 (b) 3,000 2,790
0%, 9/15/05 (b) 7,350 6,358
TCI Communication, Inc.:
7 1/4%, 6/15/99 16,570 16,786
7 3/8%, 2/15/00 12,800 13,059
8.25%, 1/15/03 14,700 15,603
6.819%, 9/15/10 (c) 10,800 10,851
Time Warner, Inc. 7.95%, 2/1/00 31,050 32,082
97,529
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.2%
News America Holdings, Inc. 7 1/2%, 3/1/00 $ 7,500 $ 7,695
TOTAL MEDIA & LEISURE 105,224
NONDURABLES - 2.4%
FOODS - 0.8%
Dart and Kraft Finance NV 7 3/4%, 11/30/98 5,847 5,964
Nabisco, Inc.:
8.30%, 4/15/99 11,000 11,327
8%, 1/15/00 7,500 7,767
25,058
TOBACCO - 1.6%
Philip Morris Companies, Inc.:
7 3/8%, 2/15/99 9,955 10,101
7 3/4%, 5/1/99 13,535 13,831
7 1/8%, 12/1/99 8,375 8,521
9 1/4%, 2/15/00 5,909 6,269
7%, 7/15/05 9,850 9,914
48,636
TOTAL NONDURABLES 73,694
RETAIL & WHOLESALE - 3.1%
GENERAL MERCHANDISE STORES - 3.1%
Dayton Hudson Corp.:
7 1/2%, 3/1/99 4,110 4,182
9.65%, 6/15/00 2,000 2,167
10%, 12/1/00 6,228 6,850
6.80%, 10/1/01 16,350 16,701
Federated Department Stores, Inc.:
10%, 2/15/01 21,200 23,539
8 1/8%, 10/15/02 4,500 4,834
8 1/2%, 6/15/03 15,700 17,164
6.79%, 7/15/27 9,300 9,502
Penney (J.C.), Co., Inc.:
6.95%, 4/1/00 2,000 2,034
6 3/8%, 9/15/00 10,000 10,078
97,051
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
TECHNOLOGY - 1.8%
COMPUTERS & OFFICE EQUIPMENT - 1.8%
Comdisco, Inc.:
5 3/4%, 1/19/99 $ 3,000 $ 2,999
5.76%, 1/19/99 2,000 2,000
6 1/2%, 4/30/99 23,000 23,105
6.68%, 4/30/99 15,000 15,176
7 3/4%, 9/1/99 125 129
9.45%, 6/8/00 1,740 1,878
9.30%, 6/27/00 2,950 3,180
5 3/4%, 2/15/01 7,700 7,590
56,057
TRANSPORTATION - 1.4%
AIR TRANSPORTATION - 0.8%
AMR Corp.:
7 3/4%, 12/1/97 1,420 1,422
8.10%, 11/1/98 6,750 6,883
Continental Airlines Pass Through Trust
pass through certificate 7.42%, 10/1/08 8,500 8,806
Delta Air Lines, Inc. 9 7/8%, 1/1/98 7,990 8,038
25,149
RAILROADS - 0.6%
Burlington Northern Santa Fe Corp. 6.53%, 7/15/37 19,000 19,184
TOTAL TRANSPORTATION 44,333
UTILITIES - 5.3%
CELLULAR - 0.8%
360 Degrees Communications Co.:
7 1/8%, 3/1/03 14,060 14,235
7 1/2%, 3/1/06 11,450 11,749
25,984
ELECTRIC UTILITY - 1.0%
British Columbia Hydro & Power Authority yankee
12 1/2%, 1/15/14 6,750 7,510
DR Investment UK PLC yankee 7.10%, 5/15/02 (a) 15,000 15,496
Indiana Michigan Power Co. 6.40%, 3/1/00 5,000 5,017
Texas Utilities Electric Co. 5 1/2%, 10/1/98 2,000 1,990
30,013
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
UTILITIES - CONTINUED
GAS - 1.4%
Columbia Gas System, Inc.:
6.39%, 11/28/00 $ 10,044 $ 10,127
6.61%, 11/28/02 5,328 5,407
InterNorth, Inc. 9 5/8%, 3/15/06 9,610 11,570
Kern River Funding Corp. 6.42%, 3/31/01 (a) 10,915 10,977
Southwest Gas Corp. 9 3/4%, 6/15/02 3,840 4,342
42,423
TELEPHONE SERVICES - 2.1%
Brooks Fiber Properties, Inc. 11 7/8%, 11/1/06 23,625 18,487
WorldCom, Inc.:
9 3/8%, 1/15/04 13,823 14,722
8 7/8%, 1/15/06 11,031 12,032
7 3/4%, 4/1/07 18,700 19,612
64,853
TOTAL UTILITIES 163,273
TOTAL NONCONVERTIBLE BONDS
(Cost $1,903,986) 1,921,786
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 27.4%
U.S. TREASURY OBLIGATIONS - 11.3%
5 3/4%, 10/31/00 22,120 22,134
7 7/8%, 8/15/01 66,820 71,550
10 3/4%, 5/15/03 19,190 23,613
11 7/8%, 11/15/03 6,095 7,941
12 3/8%, 5/15/04 22,477 30,333
11 5/8%, 11/15/04 12,600 16,715
12 3/4%, 11/15/10 (callable) 48,655 69,409
12%, 8/15/13 (callable) 55,180 80,856
9%, 11/15/18 14,380 19,044
7 1/4%, 2/15/23 7,300 8,125
349,720
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. GOVERNMENT AGENCY OBLIGATIONS - 16.1%
Federal Farm Credit Bank:
6.10%, 9/24/01 $ 37,250 $ 37,485
7.31%, 4/25/05 5,000 5,338
Federal Home Loan Bank:
5 1/2%, 1/23/01 9,500 9,403
6 3/4%, 4/5/04 3,060 3,172
6.89%, 4/6/04 4,465 4,650
7.36%, 7/1/04 19,335 20,682
7.38%, 8/5/04 5,890 6,319
7.46%, 9/9/04 5,070 5,452
7.59%, 3/10/05 3,010 3,261
Federal Home Loan Mortgage Corporation:
7.93%, 1/20/05 12,195 13,502
8%, 1/26/05 7,300 8,074
8.115%, 1/31/05 25,475 28,377
Federal National Mortgage Association:
8 1/4%, 12/18/00 6,705 7,141
6.71%, 7/24/01 3,500 3,594
6.69%, 8/07/01 7,270 7,467
7.16%, 5/11/05 22,635 23,954
Financing Corp. stripped principal:
0%, 6/27/03 to 12/6/03 29,074 20,478
0%, 2/8/04 to 6/6/04 10,498 7,141
0%, 10/5/05 1,000 616
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 4,474 4,753
Guaranteed Export Trust Certificates (assets of
Trust Guaranteed by U.S. Government
through Export-Import Bank):
Series 1993-C, 5.20%, 10/15/04 5,145 5,005
Series 1993-D, 5.23%, 5/15/05 3,740 3,636
Series 1994-C, 6.61%, 9/15/99 746 751
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 2,859 3,020
Overseas Private Investment Corp. U.S. Government
guaranteed participation certificate:
Series 1994-195, 6.08%, 8/15/04 (callable) 9,680 9,681
Series 1996-A1, 6.726%, 9/15/10 (callable) 17,000 17,489
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
Private Export Funding Corp. secured:
5 1/2%, 3/15/01 $ 5,000 $ 4,940
5.80%, 2/1/04 17,000 16,894
6.62%, 10/1/05 10,000 10,298
State of Israel (guaranteed by U.S. Government
through Agency for International Development):
6 1/8%, 8/15/99 69,105 69,498
7 1/8%, 8/15/99 2,627 2,687
6 3/8%, 8/15/01 11,438 11,614
0%, 11/15/01 17,270 13,665
8%, 11/15/01 5,590 6,000
6 1/8%, 3/15/03 2,421 2,439
6 5/8%, 8/15/03 15,800 16,311
6 5/8%, 2/15/04 840 868
7 5/8%, 8/15/04 4,710 5,116
5.89%, 8/15/05 20,448 20,172
U.S. Department of Housing and Urban Development
government guaranteed participation certificates:
Series 1996-A, 6.44%, 8/1/99 10,000 10,100
Series 1996-A, 6.59%, 8/1/00 19,170 19,489
Series 1996-A, 6.67%, 8/1/01 7,000 7,163
Series 1996-A, 7.66%, 8/1/15 3,715 3,943
U.S. Trade Trust Certificates (assets of Trust
guaranteed by U.S. Government through
Export-Import Bank) 6.69%, 1/15/09 (a) 15,720 16,095
497,733
TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS
(Cost $835,713) 847,453
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 0.5%
FEDERAL HOME LOAN MORTGAGE CORPORATION - 0.4%
7%, 7/1/99 to 7/1/01 11,473 11,628
8 1/2%, 6/1/13 87 90
11,718
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 0.0%
12 1/2%, 4/1/13 to 8/1/15 244 288
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 0.1%
71/2%, 9/15/25 $ 1,151 $ 1,177
8%, 5/15/22 22 23
9 1/2%, 9/15/09 to 10/15/15 131 144
10%, 12/15/13 to 8/15/17 345 381
1,725
TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE-BACKED SECURITIES
(Cost $13,540) 13,731
COMMERCIAL MORTGAGE SECURITIES - 3.8%
Blackrock Capital Funding LLC Series 1996
Class C2, 7.615%, 1/16/26 (a) 1,808 1,821
CS First Boston Mortgage Securities Corp.:
sequential pay Series 1995-WFI Class A-1,
6.452%, 12/21/27 16,909 16,867
Series 1995-WF1 Class A-2, 6.648%, 12/21/27 15,000 15,056
Federal Deposit Insurance Corp. sequential pay
Series 1996-C1 Class 1A, 6 3/4%, 5/25/26 22,961 22,998
GS Mortgage Securities Corp. II Series 1997- GL
Class A2-B, 6.86%, 7/13/30 16,070 16,473
Kidder Peabody Acceptance Corp. sequential pay,
Series 1993-M1 Class A-2, 7.15%, 4/25/25 6,301 6,321
Midland Realty Acceptance Corp. sequential pay
Series 1997-C1 Class A1, 7.315%, 4/25/03 6,787 6,846
Oregon Commercial Mortgage, Inc. Series 1995-1
Class A, 7.15%, 6/25/26 (a) 2,226 2,233
Resolution Trust Corp.:
Commercial Series 1995-C2 Class D, 7%, 5/25/27 2,879 2,892
Series 1995-C1 Class A-4A, 6 1/4%, 2/25/27 80 79
Structured Asset Securities Corp.:
Sequential pay:
Series 1993-C1 Class A-1A, 6.60%, 10/25/24 221 221
Series 1995-C4 Class A-1A, 6.90%, 6/25/26 1,135 1,131
Series 1996 Class A-2A, 7 3/4%, 2/25/28 4,393 4,464
Series 1996-C3 Class A, 6 3/4%, 6/25/30 (a) 6,142 6,171
Series 1996-C3 Class B, 7 1/8%, 6/25/30 (a) 5,684 5,743
Wells Fargo Capital Markets Apartment
Financing Trust 6.56%, 12/29/05 (a) 6,856 6,940
TOTAL COMMERCIAL MORTGAGE SECURITIES
(Cost $115,518) 116,256
FOREIGN GOVERNMENT OBLIGATIONS - 3.0%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
Irish Republic yankee 8 5/8%, 4/15/01 $ 10,500 $ 11,266
Manitoba Province yankee:
6 3/8%, 10/15/99 16,340 16,492
6 7/8%, 9/15/02 17,500 18,006
Nova Scotia Province yankee 9 3/8%, 7/15/02 14,633 16,461
Ontario Province yankee:
7 3/4%, 6/4/02 11,000 11,728
7 3/8%, 1/27/03 7,500 7,914
11 1/2%, 3/10/13 6,270 6,652
Slovenian Republic euro 7%, 8/6/01 5,600 5,558
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $92,895) 94,077
SUPRANATIONAL OBLIGATIONS - 1.1%
African Development Bank:
9.30%, 7/1/00 7,600 8,185
8.70%, 5/1/01 8,000 8,657
7 3/4%, 12/15/01 17,230 18,174
TOTAL SUPRANATIONAL OBLIGATIONS
(Cost $33,905) 35,016
CERTIFICATES OF DEPOSIT - 1.1%
Canadian Imperial Bank of Commerce (NY Branch) yankee
6.20%, 8/1/00 (Cost $33,823) 33,750 33,767
CASH EQUIVALENTS - 1.0%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury Obligations), in a joint
trading account at 5.68% dated
10/31/97 due 11/3/97 $ 31,144 31,129
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $3,060,509) $ 3,093,215
LEGEND
1. Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the
period end, the value of these securities amounted to $183,546,000 or
5.9% of net assets.
2. Debt obligation initially issued in zero coupon form which converts
to coupon form at a specified rate and date.
3. 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:
MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 65.3% AAA, AA, A 57.8%
Baa 24.5% BBB 35.7%
Ba 5.2% BB 0.3%
B 0.0% B 0.0%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
D 0.0%
For some foreign government obligations, FMR has assigned the ratings
of the sovereign credit of the issuing government. The percentage not
rated by Moody's or S&P amounted to 1.3%.
INCOME TAX INFORMATION
At October 31, 1997, the aggregate cost of investment securities for
income tax purposes was $3,061,060,000. Net unrealized appreciation
aggregated $32,155,000, of which $44,621,000 related to appreciated
investment securities and $12,466,000 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

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1997 (UNAUDITED)

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE $ 3,093,215
AGREEMENTS OF $31,129) (COST $3,060,509) - SEE
ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 7,366

RECEIVABLE FOR FUND SHARES SOLD 4,179

INTEREST RECEIVABLE 50,488

TOTAL ASSETS 3,155,248

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 18,593

DISTRIBUTIONS PAYABLE 500

ACCRUED MANAGEMENT FEE 1,162

OTHER PAYABLES AND ACCRUED EXPENSES 253

TOTAL LIABILITIES 20,508

NET ASSETS $ 3,134,740

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 3,145,276

DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME (8,168)

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON (35,074)
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 32,706

NET ASSETS, FOR 308,043 SHARES OUTSTANDING $ 3,134,740

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER $10.18
SHARE ($3,134,740 (DIVIDED BY) 308,043 SHARES)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED OCTOBER 31, 1997 (UNAUDITED)

INVESTMENT INCOME $ 111,259
INTEREST

EXPENSES

MANAGEMENT FEE $ 6,828

TRANSFER AGENT FEES 2,906

ACCOUNTING FEES AND EXPENSES 373

NON-INTERESTED TRUSTEES' COMPENSATION 2

CUSTODIAN FEES AND EXPENSES 44

REGISTRATION FEES 37

AUDIT 25

LEGAL 10

TOTAL EXPENSES BEFORE REDUCTIONS 10,225

EXPENSE REDUCTIONS (267) 9,958

NET INVESTMENT INCOME 101,301

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

INVESTMENT SECURITIES (2,013)

FOREIGN CURRENCY TRANSACTIONS (17) (2,030)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 69,158

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 17 69,175

NET GAIN (LOSS) 67,145

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 168,446
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1997 APRIL 30,
(UNAUDITED) 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 101,301 $ 194,441
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) (2,030) (30,233)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 69,175 12,757

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 168,446 176,965
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (100,795) (194,181)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN - (8,635)

TOTAL DISTRIBUTIONS (100,795) (202,816)

SHARE TRANSACTIONS 938,572 1,637,849
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 97,218 194,972

COST OF SHARES REDEEMED (1,052,086) (1,604,370)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (16,296) 228,451
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 51,355 202,600

NET ASSETS

BEGINNING OF PERIOD 3,083,385 2,880,785

END OF PERIOD (INCLUDING DISTRIBUTIONS IN EXCESS $ 3,134,740 $ 3,083,385
OF NET INVESTMENT INCOME OF $8,168
AND $8,674, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 93,165 164,072

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 9,637 19,477

REDEEMED (104,372) (160,627)

NET INCREASE (DECREASE) (1,570) 22,922

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS SIX MONTHS ENDED YEARS ENDED APRIL 30,
OCTOBER 31, 1997

(UNAUDITED) 1997 1996 1995 1994 E 1993

</TABLE>

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

NET ASSET VALUE, BEGINNING OF PERIOD $ 9.960 $ 10.050 $ 10.030 $ 10.230 $ 10.700 $ 10.270

INCOME FROM INVESTMENT OPERATIONS .328 D .647 D .684 .591 .705 .784
NET INVESTMENT INCOME

NET REALIZED AND UNREALIZED GAIN (LOSS) .218 (.060) (.004) (.074) (.381) .496

TOTAL FROM INVESTMENT OPERATIONS .546 .587 .680 .517 .324 1.280

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.326) (.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 (.326) (.677) (.660) (.717) (.794) (.850)

NET ASSET VALUE, END OF PERIOD $ 10.180 $ 9.960 $ 10.050 $ 10.030 $ 10.230 $ 10.700

TOTAL RETURN B, C 5.56% 6.02% 6.85% 5.32% 2.93% 12.90%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (IN MILLIONS) $ 3,135 $ 3,083 $ 2,881 $ 2,463 $ 1,782 $ 1,639

RATIO OF EXPENSES TO AVERAGE NET ASSETS .65% A .71% .73% .68% .64% .61% F

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER EXPENSE
REDUCTIONS .63% A, G .69% .71% G .68% .64% .61%
G

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS 6.46% A 6.46% 6.48% 6.31% 6.88% 7.44%

PORTFOLIO TURNOVER RATE 78% A 116% 169% 75% 81% 51%

</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 EFFECTIVE MAY 31, 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.
F 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.
G 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).
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1997 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Intermediate Bond Fund (the fund) is a fund of Fidelity
Commonwealth Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust. The
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 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 investment income. Distributions from realized
gains, if any, are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for paydown gains/losses on certain securities, 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.
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 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.
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
2. OPERATING POLICIES -
CONTINUED
RESTRICTED SECURITIES - CONTINUED
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).
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,197,938,000 and $1,216,287,000 respectively, of which
U.S. government and government agency obligations aggregated
$541,552,000 and $591,373,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates ranged from .1100% to .3700% for the
period. The annual individual fund fee rate is .30%. 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. For the period, the management
fee was equivalent to an annualized 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 annualized rate of .19% 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.
5. 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
$6,000 and $261,000, respectively, under these arrangements.
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
Robert C. Pozen, Senior Vice President
Fred L. Henning, Jr., Vice President
Dwight D. Churchill, Vice President
Christine J. Thompson, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
* INDEPENDENT TRUSTEES
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
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

(2_FIDELITY_LOGOS)SPARTAN(REGISTERED TRADEMARK)

MARKET INDEX
FUND

SEMIANNUAL REPORT
OCTOBER 31, 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.

PROXY VOTING RESULTS 39

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
Although financial turmoil in Pacific Basin countries was a catalyst
for significant volatility in U.S. markets in late October, the
Standard & Poor's 500 Index remained up more than 25% year-to-date,
twice its historical annual average. Meanwhile, bond markets -
primarily influenced by a relatively steady flow of positive news on
the inflation front - continued to post moderate returns through the
first 10 months of 1997.
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

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, the total returns would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1997 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

SPARTAN MARKET INDEX 15.13% 31.72% 143.48% 228.79%

S&P 500 (REGISTERED TRADEMARK) 15.16% 32.11% 147.49% 234.25%

S&P 500 INDEX OBJECTIVE FUNDS AVERAGE 14.85% 31.39% 142.24% N/A

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or since the fund started on March 6, 1990. For example, if you
had 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 six months average represents a
peer group of 73 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 OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

SPARTAN MARKET INDEX 31.72% 19.48% 16.81%

S&P 500 32.11% 19.87% 17.06%

S&P 500 INDEX OBJECTIVE FUNDS AVERAGE 31.39% 19.36% 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
IMAHDR PRASUN SHR__CHT 19971031 19971110 165959 S00000000000001
Spartan Market Index S&P 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
1997/05/31 30296.13 30790.30
1997/06/30 31634.23 32169.71
1997/07/31 34158.72 34729.45
1997/08/31 32248.97 32783.91
1997/09/30 34002.51 34579.49
1997/10/31 32878.84 33424.53
IMATRL PRASUN SHR__CHT 19971031 19971110 170002 R00000000000095
$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 October 31, 1997, the value of the
investment would have grown to $32,879 - a 228.79% 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 $33,425 - a 234.25% 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
Q. HOW DID THE FUND PERFORM, JENNIFER?
A. For the six months that ended October 31, 1997, the fund returned
15.13%. That compares with the 15.16% return of the Standard & Poor's
500 Index for the same period. The S&P 500 index objective funds
average, as tracked by Lipper Analytical Services, returned 14.85% in
the six-month period. For the 12 months that ended October 31, 1997,
the fund had a total return of 31.72%. That compares with the 32.11%
return of the S&P 500 and the 31.39% return of the Lipper average for
the same 12-month period.
Q. WHAT'S THE MARKET BEEN LIKE DURING THE PAST SIX MONTHS?
A. The stock market's taken investors on quite a roller coaster ride
over the past six months. The period started on an upturn in May,
after the market experienced a steep drop in March and April when
concerns about inflation arose. At the end of March, the Federal
Reserve Board raised the federal funds rate - the rate banks charge
each other for overnight loans - by 0.25 percentage points to 5.50%.
However, economic indicators showed the economy cooling off a bit in
the second quarter, easing inflation fears and causing the market to
rally all the way through July. Large-capitalization stocks were the
main drivers of the upswing during the first half of the period. From
August through October, though, momentum veered away from large-cap
stocks as investors began favoring mid- and small-cap stocks. That's
because large companies such as Gillette and Coca-Cola warned that
current-year earnings would fall short of analysts' estimates, and
many of these stocks were trading at high valuation levels. Investors
saw opportunities to buy small-cap and mid-cap companies that hadn't
yet reached peak valuations relative to their earnings growth.
Q. WHAT ABOUT THE STEEP DROP IN THE MARKET AT THE END OF THE PERIOD?
A. The market began losing steam at the beginning of October after Fed
Chairman Alan Greenspan said that economic growth was on an
"unsustainable track." Greenspan pointed to the low jobless rate,
saying it could lead to wage increases and inflationary pressures. On
top of that sentiment, Southeast Asian economies began a freefall
after several countries in the region experienced currency
difficulties. On October 27, a steep drop in the Hong Kong market
triggered a 554-point drop in the Dow Jones Industrial Average - the
biggest daily point drop in the Dow's history. The market rebounded
337 points the next day, reflecting the fact that the market felt the
U.S. economy remained strong despite the troubles in Southeast Asia.
Q. FINANCE WAS THE LARGEST SECTOR IN THE INDEX AT THE END OF THE
PERIOD. HOW DID THESE STOCKS PERFORM?
A. Most bank and brokerage stocks performed well during the period as
a result of increased fee-based revenues, higher levels of merger and
acquisition activity and robust capital markets. I should also mention
that most finance stocks, especially those with sizeable exposures to
international markets, fell with the rest of the market at the end of
the period.
Q. WHAT ABOUT TECHNOLOGY?
A. Personal computer manufacturers such as Compaq Computer,
International Business Machines and Hewlett-Packard enjoyed the
strongest growth as falling PC prices helped spur demand in both the
consumer and commercial markets. Semiconductor manufacturers reported
solid growth through much of the period, but were hurt late in the
period after Intel announced it would postpone plans to open a
semiconductor plant in Texas because of weakening demand for flash
memory chips. This type of chip stores information even after a PC's
power has been turned off. Thus, after a strong start, technology
stocks suffered a blow late in the period. These companies were
extremely sensitive to the turmoil in Southeast Asia because much of
their business was tied to the region.
Q. WERE THERE ANY SECTORS OF THE MARKET THAT PROVED TO BE
DISAPPOINTING?
A. Nondurables suffered in the third quarter, particularly after
Gillette and Coca-Cola warned of disappointing earnings. Shares of
large multinational companies suffered the most because the
strengthening of the dollar versus major currencies caused analysts to
become concerned with the future profits of firms that operate
globally.
Q. IF SHAREHOLDERS APPROVE THE APPOINTMENT OF BANKERS TRUST COMPANY AS
A SUB-ADVISOR OF THE FUND, WHAT CHANGES WILL BE MADE?
A. The fund will continue to operate in the same way as when Fidelity
was responsible for the day-to-day management of the fund. This fund
is an index fund, meaning it attempts to replicate the total return of
a major market index - in this case, the Standard & Poor's 500 Index.
Because of that make-up, the fund is passively managed, rather than
being actively managed every day. Fidelity is known for its active
management of funds. Fidelity portfolio managers of actively managed
funds use research and analysis to build portfolios and actively
change sector weightings and individual holdings as necessary to
generate the best returns for shareholders. The appointment of Bankers
Trust would allow Fidelity to offer its shareholders index funds,
while maintaining Fidelity's focus on the active management of mutual
funds. Shareholders were mailed proxy statements this fall in which
they were asked to approve the appointment of Bankers Trust at a
shareholder meeting to be held on November 19, 1997. The Bankers Trust
appointment will be effective in December 1997.
Q. WHAT'S YOUR OUTLOOK?
A. I expect volatility to continue in the market for a while. I don't
think we've seen the last of the ripple effects from the problems in
Southeast Asia. However, that uncertainty should give the Fed enough
reasons not to raise interest rates in the next several months.
Overall, the U.S. economy continues to grow at a moderate rate, which
bodes well for long-term gains in the market.
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.

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) May 23: Conrail, Inc. is
removed from the index following
its acquisition by S&P 500
components Norfolk Southern
Corp. and CSX Corp. in a joint cash
tender offer.
(solid bullet) May 30: Morgan Stanley is
removed due to its merger with Dean
Witter, Discover Co.
(solid bullet) August 1: McDonnell Douglas
is removed after its merger with
S&P 500 component Boeing Co.
(solid bullet) August 13: Fort James, the
company formed by the merger of
James River and Fort Howard, is
added to the index. (James River
was removed from the list.)
(solid bullet) August 15: NYNEX Corp. is
removed from the index following
its merger with S&P 500 component
Bell Atlantic Corp.

NOTE TO SHAREHOLDERS:
Shareholders approved the
appointment of Bankers Trust as a
sub-adviser to the fund at a
shareholder meeting on November
19, 1997.
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 October 31,
1997, more than $3.5 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)
INVESTMENT CHANGES
<TABLE>
<CAPTION>
<S> <C> <C>

TOP TEN STOCKS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

GENERAL ELECTRIC CO. 2.8 2.7

MICROSOFT CORP. 2.1 2.2

EXXON CORP. 2.0 2.1

COCA-COLA CO. (THE) 1.9 2.4

INTEL CORP. 1.7 1.9

ROYAL DUTCH PETROLEUM CO. 1.5 1.4

MERCK & CO., INC. 1.4 1.6

INTERNATIONAL BUSINESS MACHINES CORP. 1.3 1.2

PHILIP MORRIS COMPANIES, INC. 1.3 1.4

PROCTER & GAMBLE CO. 1.2 1.3

TOP TEN MARKET SECTORS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

FINANCE 15.7 14.0

TECHNOLOGY 13.9 13.0

HEALTH 10.5 10.0

NONDURABLES 10.0 10.9

UTILITIES 8.8 8.6

ENERGY 8.7 8.2

INDUSTRIAL MACHINERY & EQUIPMENT 5.4 5.3

BASIC INDUSTRIES 4.9 5.3

RETAIL & WHOLESALE 4.5 4.2

MEDIA & LEISURE 4.1 3.8
</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
TO MATCH THE STANDARD & POOR'S 500 INDEX, SPARTAN MARKET INDEX FUND
SEEKS 100% INVESTMENT EXPOSURE TO STOCKS AT ALL TIMES.
INVESTMENTS OCTOBER 31, 1997 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 94.6%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 2.0%
AEROSPACE & DEFENSE - 1.6%
AlliedSignal, Inc. 262,600 $ 9,454
Boeing Co. 461,284 22,084
Lockheed Martin Corp. 89,568 8,515
Rockwell International Corp. 99,000 4,851
Textron, Inc. 76,500 4,423
United Technologies Corp. 110,040 7,702
57,029
DEFENSE ELECTRONICS - 0.3%
Northrop Grumman Corp. 27,000 2,950
Raytheon Co. 109,640 5,948
8,898
SHIP BUILDING & REPAIR - 0.1%
General Dynamics Corp. 28,900 2,346
TOTAL AEROSPACE & DEFENSE 68,273
BASIC INDUSTRIES - 4.9%
CHEMICALS & PLASTICS - 2.5%
Air Products & Chemicals, Inc. 50,920 3,870
Avery Dennison Corp. 48,100 1,915
Dow Chemical Co. 108,370 9,835
du Pont (E.I.) de Nemours & Co. 524,060 29,806
Eastman Chemical Co. 36,442 2,173
Engelhard Corp. 67,037 1,165
FMC Corp. (a) 17,200 1,390
Goodrich (B.F.) Co. 25,120 1,119
Great Lakes Chemical Corp. 27,700 1,302
Hercules, Inc. 46,720 2,143
Monsanto Co. 274,600 11,739
Morton International, Inc. 65,100 2,148
Nalco Chemical Co. 31,080 1,243
PPG Industries, Inc. 83,600 4,734
Praxair, Inc. 73,300 3,193
Raychem Corp. 20,200 1,829
Rohm & Haas Co. 28,900 2,408
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
CHEMICALS & PLASTICS - CONTINUED
Union Carbide Corp. 58,200 $ 2,660
W.R. Grace & Co. 33,800 2,298
86,970
IRON & STEEL - 0.2%
Aeroquip Vickers, Inc. 12,900 672
Allegheny Teledyne, Inc. 81,625 2,148
Armco, Inc. (a) 49,600 285
Bethlehem Steel Corp. (a) 52,000 520
Inland Steel Industries, Inc. 22,800 447
Nucor Corp. 40,700 2,127
USX-U.S. Steel Group 39,660 1,348
Worthington Industries, Inc. 44,925 929
8,476
METALS & MINING - 0.5%
Alcan Aluminium Ltd. 105,303 2,991
Aluminum Co. of America 80,520 5,878
ASARCO, Inc. 19,900 545
Cyprus Amax Minerals Co. 43,250 906
Freeport-McMoRan Copper & Gold, Inc. Class B 93,000 2,220
Inco Ltd. 77,358 1,587
Phelps Dodge Corp. 28,840 2,145
Reynolds Metals Co. 33,840 2,062
18,334
PACKAGING & CONTAINERS - 0.4%
Ball Corp. 14,175 496
Bemis Co., Inc. 24,700 942
Corning, Inc. 106,440 4,803
Crown Cork & Seal Co., Inc. 59,780 2,694
Owens-Illinois, Inc. (a) 64,100 2,211
Tupperware Corp. 28,500 714
11,860
PAPER & FOREST PRODUCTS - 1.3%
Boise Cascade Corp. 22,600 783
Champion International Corp. 44,500 2,456
Fort James Corp. 87,700 3,481
Georgia-Pacific Corp. 42,400 3,596
International Paper Co. 139,600 6,282
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - CONTINUED
Kimberly-Clark Corp. 259,730 $ 13,490
Louisiana-Pacific Corp. 50,660 1,064
Mead Corp. 24,300 1,470
Potlatch Corp. 13,340 665
Stone Container Corp. 46,014 555
Temple-Inland, Inc. 25,800 1,480
Union Camp Corp. 32,100 1,739
Westvaco Corp. 47,250 1,550
Weyerhaeuser Co. 92,100 4,398
Willamette Industries, Inc. 51,600 1,706
44,715
TOTAL BASIC INDUSTRIES 170,355
CONSTRUCTION & REAL ESTATE - 0.4%
BUILDING MATERIALS - 0.2%
Armstrong World Industries, Inc. 18,910 1,259
Crane Co. 21,350 887
Masco Corp. 74,800 3,282
Owens-Corning 24,800 849
Sherwin-Williams Co. 79,980 2,220
8,497
CONSTRUCTION - 0.1%
Centex Corp. 13,360 782
Fleetwood Enterprises, Inc. 16,600 503
Kaufman & Broad Home Corp. 18,000 384
Pulte Corp. 9,800 366
2,035
ENGINEERING - 0.1%
EG & G, Inc. 21,320 441
Fluor Corp. 39,130 1,609
Foster Wheeler Corp. 18,800 617
2,667
TOTAL CONSTRUCTION & REAL ESTATE 13,199
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 3.6%
AUTOS, TIRES, & ACCESSORIES - 2.5%
AutoZone, Inc. (a) 70,100 $ 2,072
Chrysler Corp. 319,300 11,255
Cooper Tire & Rubber Co. 36,600 775
Cummins Engine Co., Inc. 17,700 1,079
Dana Corp. 47,800 2,238
Eaton Corp. 35,780 3,457
Echlin, Inc. 28,900 946
Ford Motor Co. 552,400 24,133
General Motors Corp. 338,556 21,731
Genuine Parts Co. 83,537 2,616
Goodyear Tire & Rubber Co. 72,500 4,540
ITT Industries, Inc. 55,070 1,738
Johnson Controls, Inc. 38,800 1,741
Meritor Automotive, Inc. (a) 33,000 736
NACCO Industries, Inc. Class A 3,900 402
Navistar International Corp. (a) 34,160 792
PACCAR, Inc. 36,176 1,630
Pep Boys-Manny, Moe & Jack 28,200 712
Snap-On Tools Corp. 28,350 1,219
TRW, Inc. 58,120 3,327
87,139
CONSUMER DURABLES - 0.5%
Minnesota Mining & Manufacturing Co. 193,320 17,689
CONSUMER ELECTRONICS - 0.2%
Black & Decker Corp. 43,900 1,671
Maytag Co. 45,400 1,515
Newell Co. 73,800 2,832
Whirlpool Corp. 34,500 2,092
8,110
TEXTILES & APPAREL - 0.4%
Fruit of the Loom, Inc. Class A (a) 35,300 920
Liz Claiborne, Inc. 32,700 1,657
NIKE, Inc. Class B 134,120 6,304
Reebok International Ltd. 22,400 826
Russell Corp. 17,000 499
Springs Industries, Inc. Class A 9,300 431
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - CONTINUED
Stride Rite Corp. 22,800 $ 268
VF Corp. 29,600 2,646
13,551
TOTAL DURABLES 126,489
ENERGY - 8.7%
ENERGY SERVICES - 1.1%
Baker Hughes, Inc. 76,600 3,519
Dresser Industries, Inc. 81,740 3,443
Halliburton Co. 117,360 6,998
Helmerich & Payne, Inc. 11,500 928
McDermott International, Inc. 25,400 922
Rowan Companies, Inc. (a) 39,900 1,551
Schlumberger Ltd. 229,260 20,060
Western Atlas, Inc. (a) 25,040 2,158
39,579
OIL & GAS - 7.6%
Amerada Hess Corp. 43,040 2,644
Amoco Corp. 229,510 21,043
Anadarko Petroleum Corp. 27,600 2,022
Apache Corp. 41,800 1,756
Ashland, Inc. 34,430 1,642
Atlantic Richfield Co. 149,440 12,301
Burlington Resources, Inc. 74,256 3,634
Chevron Corp. 303,280 25,153
Coastal Corp. (The) 49,100 2,952
Exxon Corp. 1,152,720 70,820
Kerr-McGee Corp. 22,160 1,497
Mobil Corp. 365,200 26,591
Occidental Petroleum Corp. 153,200 4,270
Oryx Energy Co. (a) 48,860 1,347
Pennzoil Co. 21,730 1,608
Phillips Petroleum Co. 122,300 5,916
Royal Dutch Petroleum Co. 995,580 52,392
Sun Co., Inc. 33,980 1,361
Texaco, Inc. 244,680 13,931
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
USX-Marathon Group 133,500 $ 4,773
Union Pacific Resources Group, Inc. 117,763 2,902
Unocal Corp. 115,952 4,783
265,338
TOTAL ENERGY 304,917
FINANCE - 15.7%
BANKS - 7.3%
Banc One Corp. 266,814 13,908
Bank of New York Co., Inc. 179,800 8,462
BankBoston Corp. 68,099 5,520
BankAmerica Corp. 329,328 23,547
Bankers Trust New York Corp. 45,350 5,351
Barnett Banks, Inc. 92,200 6,362
Chase Manhattan Corp. 200,048 23,081
Citicorp 214,969 26,885
Comerica, Inc. 49,100 3,882
CoreStates Financial Corp. 96,000 6,984
Fifth Third Bancorp 73,700 4,726
First Union Corp. 267,350 13,117
Huntington Bancshares, Inc. 74,372 2,403
KeyCorp. 103,655 6,342
Mellon Bank Corp. 120,226 6,199
Morgan (J.P.) & Co., Inc. 85,619 9,397
National City Corp. 102,331 6,114
NationsBank Corp. 338,834 20,288
Norwest Corp. 346,800 11,119
PNC Financial Corp. 149,460 7,099
Providian Financial Corp. 43,620 1,614
Republic New York Corp. 25,200 2,666
State Street Corp. 75,300 4,198
SunTrust Banks, Inc. 102,300 6,630
U.S. Bancorp 113,537 11,545
Wachovia Corp. 75,100 5,656
Wells Fargo & Co. 41,574 12,114
255,209
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - 1.6%
American Express Co. 219,472 $ 17,119
Beneficial Corp. 25,000 1,917
Countrywide Credit Industries,Inc. 48,500 1,664
First Chicago NBD Corp. 144,960 10,546
Fleet Financial Group, Inc. 96,980 6,237
Green Tree Financial Corp. 63,000 2,654
Household International, Inc. 49,329 5,587
MBNA Corp. 232,800 6,126
Transamerica Corp. 30,822 3,110
54,960
FEDERAL SPONSORED CREDIT - 1.0%
Federal Home Loan Mortgage Corporation 322,600 12,218
Federal National Mortgage Association 492,480 23,855
36,073
INSURANCE - 4.5%
Aetna, Inc. 70,130 4,984
Allstate Corp. 204,783 16,984
American General Corp. 112,172 5,721
American International Group, Inc. 326,943 33,369
Aon Corp. 77,350 4,172
CIGNA Corp. 34,420 5,344
Chubb Corp. (The) 81,260 5,383
Conseco, Inc. 85,000 3,708
General Re Corp. 37,540 7,402
Hartford Financial Services Group, Inc. 54,770 4,436
Jefferson Pilot Corp. 32,922 2,545
Lincoln National Corp. 47,960 3,297
Loews Corp. 53,300 5,953
MBIA, Inc. 40,400 2,414
MGIC Investment Corp. 54,900 3,311
Marsh & McLennan Companies, Inc. 76,920 5,461
Progressive Corp. 33,100 3,451
SAFECO Corp. 58,720 2,797
St. Paul Companies, Inc. (The) 38,900 3,110
SunAmerica, Inc. 91,000 3,270
Torchmark Corp. 64,940 2,589
Travelers Group, Inc. (The) 297,708 20,840
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
UNUM Corp. 64,700 $ 3,154
USF&G Corp. 51,200 1,037
154,732
SAVINGS & LOANS - 0.4%
Ahmanson (H.F.) & Co. 46,800 2,761
Golden West Financial Corp. 26,700 2,316
Washington Mutual, Inc. 116,014 7,941
13,018
SECURITIES INDUSTRY - 0.9%
Merrill Lynch & Co., Inc. 153,700 10,394
Morgan Stanley Dean Witter Discover and Co. 266,096 13,039
Salomon, Inc. 50,100 3,892
Schwab (Charles) Corp. 121,800 4,156
31,481
TOTAL FINANCE 545,473
HEALTH - 10.5%
DRUGS & PHARMACEUTICALS - 7.0%
Allergan, Inc. 30,500 1,005
ALZA Corp. Class A 39,400 1,027
American Home Products Corp. 298,920 22,157
Amgen, Inc. 122,900 6,053
Bristol-Myers Squibb Co. 464,280 40,741
Crescendo Pharmaceuticals Corp. Class A (a) 1,970 22
Lilly (Eli) & Co. 515,816 34,495
Merck & Co., Inc. 560,490 50,024
Pharmacia & Upjohn, Inc. 235,542 7,478
Pfizer, Inc. 599,560 42,419
Schering-Plough Corp. 339,780 19,049
Sigma Aldrich Corp. 46,400 1,630
Warner-Lambert Co. 126,080 18,053
244,153
MEDICAL EQUIPMENT & SUPPLIES - 2.8%
Abbott Laboratories 359,020 22,012
Bard (C.R.), Inc. 26,600 738
Bausch & Lomb, Inc. 25,740 1,010
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Baxter International, Inc. 129,100 $ 5,971
Becton, Dickinson & Co. 56,600 2,607
Biomet, Inc. 51,600 1,287
Boston Scientific Corp. (a) 90,500 4,118
Cardinal Health, Inc. 50,300 3,735
Guidant Corp. 69,000 3,968
Johnson & Johnson 618,440 35,483
Mallinckrodt, Inc. 34,130 1,280
Medtronic, Inc. 221,000 9,614
Millipore Corp. 20,100 786
Pall Corp. 58,666 1,214
St. Jude Medical, Inc. (a) 42,350 1,284
U.S. Surgical Corp. 33,900 912
96,019
MEDICAL FACILITIES MANAGEMENT - 0.7%
Beverly Enterprises, Inc. (a) 51,100 763
Columbia/HCA Healthcare Corp. 309,980 8,757
HEALTHSOUTH Corp. (a) 159,200 4,070
Humana, Inc. (a) 75,600 1,588
Manor Care, Inc. 29,350 1,007
Tenet Healthcare Corp. (a) 139,900 4,276
United HealthCare Corp. 86,400 4,000
24,461
TOTAL HEALTH 364,633
HOLDING COMPANIES - 0.2%
CINergy Corp. 73,117 2,413
Norfolk Southern Corp. 175,020 5,622
8,035
INDUSTRIAL MACHINERY & EQUIPMENT - 5.4%
ELECTRICAL EQUIPMENT - 3.7%
Emerson Electric Co. 206,640 10,836
General Electric Co. 1,523,000 98,329
General Signal Corp. 23,260 933
Grainger (W.W.), Inc. 24,100 2,107
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
ELECTRICAL EQUIPMENT - CONTINUED
Harris Corp. 36,800 $ 1,605
Honeywell, Inc. 59,080 4,021
Nextlevel Systems, Inc. (a) 68,000 918
Scientific-Atlanta, Inc. 35,900 666
Westinghouse Electric Corp. 295,030 7,801
127,216
INDUSTRIAL MACHINERY & EQUIPMENT - 1.5%
Briggs & Stratton Corp. 11,700 582
Case Corp. 34,400 2,058
Caterpillar, Inc. 175,320 8,985
Cincinnati Milacron, Inc. 18,400 511
Cooper Industries, Inc. 54,879 2,861
Deere & Co. 118,470 6,234
Dover Corp. 52,020 3,511
Harnischfeger Industries, Inc. 23,000 906
Illinois Tool Works, Inc. 115,620 5,687
Ingersoll-Rand Co. 75,410 2,936
Parker-Hannifin Corp. 51,975 2,173
Stanley Works 30,400 1,284
Tenneco, Inc. 79,555 3,575
Timken Co. 29,075 974
Tyco International Ltd. 226,360 8,545
50,822
POLLUTION CONTROL - 0.2%
Browning-Ferris Industries, Inc. 98,560 3,203
Safety Kleen Corp. 27,025 598
Waste Management, Inc. 210,260 4,915
8,716
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 186,754
MEDIA & LEISURE - 4.1%
BROADCASTING - 0.8%
Clear Channel Communications, Inc. (a) 41,400 2,732
Comcast Corp. Class A Special 162,550 4,470
TCI Group Class A 236,800 5,432
Time Warner, Inc. 259,899 14,993
27,627
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
ENTERTAINMENT - 0.9%
Disney (Walt) Co. 313,330 $ 25,771
King World Productions, Inc. 17,300 818
Viacom, Inc. Class B (non-vtg.) (a) 163,600 4,949
31,538
LEISURE DURABLES & TOYS - 0.2%
Brunswick Corp. 45,900 1,549
Hasbro, Inc. 59,525 1,726
Mattel, Inc. 135,295 5,260
8,535
LODGING & GAMING - 0.6%
HFS, Inc. (a) 73,300 5,168
Harrah's Entertainment, Inc. (a) 47,650 938
Hilton Hotels Corp. 115,760 3,567
ITT Corp. (a) 51,270 3,829
Marriott International, Inc. 58,700 4,094
Mirage Resorts, Inc. (a) 82,100 2,053
19,649
PUBLISHING - 1.1%
American Greetings Corp. Class A 34,760 1,206
Cognizant Corp. 77,820 3,050
Dow Jones & Co., Inc. 44,400 2,065
Dun & Bradstreet Corp. 79,320 2,266
Gannett Co., Inc. 131,300 6,901
Harcourt General, Inc. 32,776 1,641
Knight-Ridder, Inc. 42,360 2,213
McGraw-Hill, Inc. 46,500 3,040
Meredith Corp. 24,800 845
New York Times Co. (The) Class A 44,500 2,436
Times Mirror Co. Class A 44,300 2,398
Tribune Co. 57,080 3,145
U.S. WEST Media Group (a) 281,440 7,106
38,312
RESTAURANTS - 0.5%
Darden Restaurants, Inc. 71,020 808
McDonald's Corp. 320,200 14,349
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - CONTINUED
Tricon Global Restaurants, Inc. (a) 71,132 $ 2,156
Wendy's International, Inc. 60,900 1,279
18,592
TOTAL MEDIA & LEISURE 144,253
NONDURABLES - 10.0%
AGRICULTURE - 0.1%
Pioneer Hi-Bred International, Inc. 38,100 3,492
BEVERAGES - 3.2%
Anheuser-Busch Companies, Inc. 230,240 9,195
Brown-Forman Corp. Class B 31,980 1,573
Coca-Cola Co. (The) 1,150,980 65,030
Coors (Adolph) Co. Class B 17,300 611
PepsiCo, Inc. 711,320 26,185
Seagram Co. Ltd. 172,220 5,822
Whitman Corp. 47,100 1,236
109,652
FOODS - 2.3%
Archer-Daniels-Midland Co. 260,110 5,787
CPC International, Inc. 66,520 6,585
Campbell Soup Co. 215,960 11,135
ConAgra, Inc. 221,900 6,685
General Mills, Inc. 74,920 4,945
Heinz (H.J.) Co. 170,600 7,922
Hershey Foods Corp. 67,120 3,708
Kellogg Co. 192,880 8,306
Quaker Oats Co. 63,400 3,035
Ralston Purina Co. 49,480 4,441
Sara Lee Corp. 222,900 11,396
Sysco Corp. 81,040 3,242
Wrigley (Wm.) Jr. Co. 53,880 3,900
81,087
HOUSEHOLD PRODUCTS - 3.0%
Alberto Culver Co. Class B 26,100 788
Avon Products, Inc. 61,420 4,023
Clorox Co. 47,920 3,354
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - CONTINUED
Colgate-Palmolive Co. 137,120 $ 8,879
Gillette Co. 258,760 23,046
International Flavors & Fragrances, Inc. 50,750 2,455
Procter & Gamble Co. 629,120 42,780
Rubbermaid, Inc. 69,680 1,677
Unilever NV ADR 297,480 15,877
102,879
TOBACCO - 1.4%
Fortune Brands, Inc. 79,760 2,637
Philip Morris Companies, Inc. 1,127,680 44,684
UST, Inc. 85,200 2,551
49,872
TOTAL NONDURABLES 346,982
PRECIOUS METALS - 0.3%
Barrick Gold Corp. 173,000 3,544
Battle Mountain Gold Co. 106,600 653
Echo Bay Mines Ltd. 64,700 260
Homestake Mining Co. 68,200 844
Newmont Mining Corp. 72,564 2,540
Placer Dome, Inc. 111,100 1,722
9,563
RETAIL & WHOLESALE - 4.5%
APPAREL STORES - 0.4%
Charming Shoppes, Inc. (a) 48,900 254
Gap, Inc. 127,160 6,763
Limited, Inc. (The) 125,771 2,963
TJX Companies, Inc. 72,100 2,136
12,116
DRUG STORES - 0.4%
CVS Corp. 77,560 4,755
Long Drug Stores, Inc. 18,040 452
Rite Aid Corp. 57,100 3,390
Walgreen Co. 228,480 6,427
15,024
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - 2.3%
Costco Companies, Inc. (a) 98,095 $ 3,777
Dayton Hudson Corp. 100,650 6,322
Dillards, Inc. Class A 52,660 2,021
Federated Department Stores, Inc. (a) 96,600 4,250
K mart Corp. (a) 225,100 2,969
May Department Stores Co. (The) 109,980 5,925
Mercantile Stores Co., Inc. 17,010 1,003
Nordstrom, Inc. 36,900 2,260
Penney (J.C.) Co., Inc. 114,620 6,727
Sears, Roebuck & Co. 181,910 7,617
Wal-Mart Stores, Inc. 1,051,760 36,943
Woolworth Corp. (a) 62,240 1,182
80,996
GROCERY STORES - 0.5%
Albertson's, Inc. 116,380 4,292
American Stores Co. 128,160 3,292
Fleming Companies, Inc. 17,645 298
Giant Food, Inc. Class A 27,700 848
Great Atlantic & Pacific Tea Co., Inc. 17,850 548
Kroger Co. (The) (a) 118,000 3,850
Supervalu, Inc. 27,800 1,018
Winn-Dixie Stores, Inc. 69,140 2,567
16,713
RETAIL & WHOLESALE, MISCELLANEOUS - 0.9%
Circuit City Stores, Inc. - Circuit City Group 43,000 1,715
Home Depot, Inc. 338,273 18,816
IKON Office Solutions, Inc. 61,600 1,744
Lowe's Companies, Inc. 80,260 3,341
Tandy Corp. 50,532 1,737
Toys "R" Us, Inc. (a) 132,725 4,521
31,874
TOTAL RETAIL & WHOLESALE 156,723
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 0.5%
ADVERTISING - 0.1%
Interpublic Group of Companies, Inc. 57,250 $ 2,719
LEASING & RENTAL - 0.1%
Ryder Systems, Inc. 35,400 1,240
PRINTING - 0.1%
Deluxe Corp. 38,100 1,248
Donnelley (R.R.) & Sons Co. 68,020 2,219
Harland (John H.) Co. 14,300 320
Moore Corporation Ltd. 40,937 669
4,456
SERVICES - 0.2%
Block (H&R), Inc. 48,380 1,790
Ecolab, Inc. 30,200 1,436
Jostens, Inc. 18,100 422
National Service Industries, Inc. 20,900 925
Service Corp. International 111,200 3,385
7,958
TOTAL SERVICES 16,373
TECHNOLOGY - 13.9%
COMMUNICATIONS EQUIPMENT - 2.2%
Andrew Corp. (a) 42,212 979
Cabletron Systems, Inc. (a) 72,300 2,097
Cisco Systems, Inc. (a) 308,200 25,282
DSC Communications Corp. (a) 54,400 1,326
Lucent Technologies, Inc. 297,150 24,496
Northern Telecom Ltd. 120,800 10,824
Tellabs, Inc. (a) 83,800 4,525
3Com Corp. (a) 154,200 6,390
75,919
COMPUTER SERVICES & SOFTWARE - 3.9%
Adobe Systems, Inc. 33,300 1,590
Autodesk, Inc. 22,240 823
Automatic Data Processing, Inc. 136,020 6,954
CUC International, Inc. (a) 189,575 5,592
Ceridian Corp. (a) 37,400 1,461
Computer Associates International, Inc. 168,525 12,566
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Computer Sciences Corp. (a) 35,450 $ 2,515
Equifax, Inc. 70,100 2,177
First Data Corp. 208,400 6,057
HBO & Co. 86,000 3,741
Microsoft Corp. (a) 556,400 72,332
Novell, Inc. (a) 161,000 1,358
Oracle Corp. (a) 455,100 16,284
Parametric Technology Corp. (a) 59,300 2,617
Shared Medical Systems Corp. 11,500 630
Siebel Systems, Inc. (d) 111 4
136,701
COMPUTERS & OFFICE EQUIPMENT - 4.4%
Apple Computer, Inc. (a) 58,750 1,001
Bay Networks, Inc. (a) 92,400 2,922
Compaq Computer Corp. (a) 346,772 22,107
Data General Corp. (a) 21,900 422
Dell Computer Corp. (a) 155,500 12,459
Digital Equipment Corp. (a) 71,020 3,555
EMC Corp. (a) 114,200 6,395
Hewlett-Packard Co. 471,720 29,099
International Business Machines Corp. 461,140 45,221
Pitney Bowes, Inc. 67,740 5,373
Seagate Technology (a) 113,800 3,087
Silicon Graphics, Inc. (a) 82,100 1,206
Sun Microsystems, Inc. (a) 171,200 5,864
Unisys Corp. (a) 81,100 1,080
Xerox Corp. 150,350 11,923
151,714
ELECTRONIC INSTRUMENTS - 0.3%
Applied Materials, Inc. (a) 168,000 5,607
KLA-Tencor Corp. (a) 39,100 1,718
Perkin-Elmer Corp. 20,400 1,275
Tektronix, Inc. 23,100 911
Thermo Electron Corp. (a) 69,800 2,604
12,115
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - 2.8%
Advanced Micro Devices, Inc. (a) 65,200 $ 1,500
AMP, Inc. 102,064 4,593
Intel Corp. 760,520 58,560
LSI Logic Corp. (a) 65,800 1,435
Micron Technology, Inc. (a) 92,500 2,480
Motorola, Inc. 275,800 17,031
National Semiconductor Corp. (a) 65,700 2,365
Texas Instruments, Inc. 88,660 9,459
Thomas & Betts Corp. 25,020 1,244
98,667
PHOTOGRAPHIC EQUIPMENT - 0.3%
Eastman Kodak Co. 152,670 9,141
Polaroid Corp. 20,940 941
10,082
TOTAL TECHNOLOGY 485,198
TRANSPORTATION - 1.1%
AIR TRANSPORTATION - 0.3%
AMR Corp. (a) 42,270 4,922
Delta Air Lines, Inc. 34,180 3,444
Southwest Airlines Co. 67,500 2,201
US Airways Group, Inc. (a) 36,600 1,716
12,283
RAILROADS - 0.6%
Burlington Northern Santa Fe Corp. 71,643 6,806
CSX Corp. 100,972 5,522
Union Pacific Corp. 114,540 7,016
19,344
TRUCKING & FREIGHT - 0.2%
Caliber System, Inc. 18,000 938
Federal Express Corp. (a) 53,180 3,550
Laidlaw, Inc. 152,500 2,165
6,653
TOTAL TRANSPORTATION 38,280
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - 8.8%
CELLULAR - 0.3%
AirTouch Communications, Inc. 233,630 $ 9,023
ELECTRIC UTILITY - 2.3%
American Electric Power Co., Inc. 87,700 4,144
Baltimore Gas & Electric Co. 68,650 1,884
Carolina Power & Light Co. 70,200 2,510
Central & South West Corp. 98,480 2,123
Consolidated Edison Co. of New York, Inc. 109,200 3,740
DTE Energy Co. 67,300 2,069
Dominion Resources, Inc. 85,710 3,187
Duke Energy Corp. 166,750 8,046
Edison International 190,500 4,882
Entergy Corp. 110,400 2,698
FPL Group, Inc. 84,800 4,383
GPU, Inc. 56,000 2,027
Houston Industries, Inc. 128,725 2,800
Niagara Mohawk Power Corp. (a) 63,400 614
Northern States Power Co. 32,160 1,620
Ohio Edison Co. 70,800 1,752
PECO Energy Co. 103,400 2,346
PG&E Corp. 203,500 5,202
PP&L Resources, Inc. 76,300 1,650
PacifiCorp. 137,200 2,976
Public Service Enterprise Group, Inc. 107,600 2,791
Southern Co. 316,400 7,257
Texas Utilities Co. 111,538 4,001
Unicom Corp. 100,500 2,814
Union Electric Co. 47,500 1,790
79,306
GAS - 0.5%
Columbia Gas System, Inc. (The) 25,620 1,851
Consolidated Natural Gas Co. 44,190 2,389
Eastern Enterprises Co. 9,400 368
Enron Corp. 141,840 5,390
NICOR, Inc. 22,640 873
ONEOK, Inc. 13,012 446
Pacific Enterprises 38,780 1,268
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
GAS - CONTINUED
Peoples Energy Corp. 16,300 $ 583
Sonat, Inc. 39,860 1,832
Williams Companies, Inc. 73,550 3,746
18,746
TELEPHONE SERVICES - 5.7%
AT&T Corp. 754,262 36,912
ALLTEL Corp. 86,700 3,067
Ameritech Corp. 255,000 16,575
Bell Atlantic Corp. 360,173 28,769
BellSouth Corp. 460,740 21,799
Frontier Corp. 76,100 1,646
GTE Corp. 443,280 18,813
MCI Communications Corp. 319,060 11,327
SBC Communications, Inc. 423,606 26,952
Sprint Corp. 199,990 10,399
U.S. WEST Communications Group 222,440 8,856
WorldCom, Inc. (a) 414,600 13,940
199,055
TOTAL UTILITIES 306,130
TOTAL COMMON STOCKS
(Cost $2,509,784) 3,291,630
U.S. TREASURY OBLIGATIONS - 0.3%
PRINCIPAL
AMOUNT (000S)
U.S. Treasury Bills, yields at date of purchase,
5.20% to 5.28%, 1/8/98 (c) (Cost $11,838) $ 11,950 11,838
CASH EQUIVALENTS - 5.1%
SHARES

Taxable Central Cash Fund (b)
(Cost $178,051) 178,051,452 178,051
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,699,673) $ 3,481,519
FUTURES CONTRACTS
AMOUNTS IN THOUSANDS EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)

PURCHASED
445 S&P 500 Index Contracts Dec. 1997 $ 102,795 $ (104,163)
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 3.0%
LEGEND
1.Non-income producing
2.At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.64%. The yield refers to the income earned by investing in the
fund over the seven-day period, expressed as an annual percentage.
3.A portion of the security was pledged to cover margin requirements
for futures contracts. At the period end, the value of securities
pledged amounted to $7,873,000.
4.Security purchased on a delayed delivery or when-issued basis (see
Note 2 of Notes to Financial Statements).
INCOME TAX INFORMATION
At October 31, 1997, the aggregate cost of investment securities for
income tax purposes was $2,699,826,000. Net unrealized appreciation
aggregated $781,693,000, of which $851,312,000 related to appreciated
investment securities and $69,619,000 related to depreciated
investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS(EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1997 (UNAUDITED)

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $2,699,673) - $ 3,481,519
SEE ACCOMPANYING SCHEDULE

CASH 1

RECEIVABLE FOR FUND SHARES SOLD 16,974

DIVIDENDS RECEIVABLE 3,842

INTEREST RECEIVABLE 584

REDEMPTION FEES RECEIVABLE 2

RECEIVABLE FOR DAILY VARIATION ON FUTURES CONTRACTS 4,592

OTHER RECEIVABLES 3

TOTAL ASSETS 3,507,517

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 5
DELAYED DELIVERY

PAYABLE FOR FUND SHARES REDEEMED 6,788

ACCRUED MANAGEMENT FEE 564

OTHER PAYABLES AND ACCRUED EXPENSES 3

TOTAL LIABILITIES 7,360

NET ASSETS $ 3,500,157

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 2,674,562

UNDISTRIBUTED NET INVESTMENT INCOME 18,244

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 28,946
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 778,405
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 53,645 SHARES OUTSTANDING $ 3,500,157

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $65.25
PER SHARE ($3,500,157 (DIVIDED BY) 53,645 SHARES)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED OCTOBER 31, 1997 (UNAUDITED)

INVESTMENT INCOME $ 25,841
DIVIDENDS

INTEREST 5,276

TOTAL INCOME 31,117

EXPENSES

MANAGEMENT FEE $ 7,273

NON-INTERESTED TRUSTEES' COMPENSATION 6

TOTAL EXPENSES BEFORE REDUCTIONS 7,279

EXPENSE REDUCTIONS (4,287) 2,992

NET INVESTMENT INCOME 28,125

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

INVESTMENT SECURITIES 5,871

FUTURES CONTRACTS 28,271 34,142

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 320,469

FUTURES CONTRACTS (8,308) 312,161

NET GAIN (LOSS) 346,303

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 374,428
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1997 APRIL 30,
(UNAUDITED) 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 28,125 $ 27,146
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 34,142 45,708

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 312,161 257,733

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 374,428 330,587
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (12,231) (25,295)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (41,499) (24,608)

TOTAL DISTRIBUTIONS (53,730) (49,903)

SHARE TRANSACTIONS 1,285,692 1,354,967
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 52,524 48,333

COST OF SHARES REDEEMED (459,344) (395,337)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 878,872 1,007,963
FROM SHARE TRANSACTIONS

REDEMPTION FEES 467 532

TOTAL INCREASE (DECREASE) IN NET ASSETS 1,200,037 1,289,179

NET ASSETS

BEGINNING OF PERIOD 2,300,120 1,010,941

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 3,500,157 $ 2,300,120
INCOME OF $18,244 AND $2,350, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 20,034 25,369

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 864 944

REDEEMED (7,035) (7,497)

NET INCREASE (DECREASE) 13,863 18,816

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS ENDED YEARS ENDED APRIL 30,
OCTOBER 31, 1997

(UNAUDITED) 1997 1996 1995 1994 E 1993

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

NET ASSET VALUE, $ 57.82 $ 48.22 $ 38.32 $ 33.49 $ 32.84 $ 30.94
BEGINNING OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT .58 D .95 D .92 .85 .81 .81
INCOME

NET REALIZED 8.07 10.58 10.32 4.77 .81 1.89
AND UNREALIZED
GAIN (LOSS)

TOTAL FROM INVESTMENT 8.65 11.53 11.24 5.62 1.62 2.70
OPERATIONS

LESS DISTRIBUTIONS

FROM NET (.28) (.90) (.99) (.80) (.80) (.81)
INVESTMENT
INCOME

FROM NET (.95) (1.05) (.37) - (.17) -
REALIZED GAIN

IN EXCESS OF NET - - - - (.01) -
REALIZED GAIN

TOTAL DISTRIBUTIONS (1.23) (1.95) (1.36) (.80) (.98) (.81)

REDEMPTION FEES .01 .02 .02 .01 .01 .01
ADDED TO PAID
IN CAPITAL

NET ASSET VALUE, $ 65.25 $ 57.82 $ 48.22 $ 38.32 $ 33.49 $ 32.84
END OF PERIOD

TOTAL RETURN B, C 15.13% 24.58% 29.83% 17.08% 4.95% 8.85%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF $ 3,500 $ 2,300 $ 1,011 $ 391 $ 283 $ 305
PERIOD (IN MILLIONS)

RATIO OF EXPENSES TO .19% A, F .44% F .45% .45% .45% .44% F
AVERAGE NET ASSETS

RATIO OF NET INVESTMENT 1.74% A 1.82% 2.11% 2.49% 2.38% 2.54%
INCOME TO AVERAGE
NET ASSETS

PORTFOLIO TURNOVER RATE 2% A 6% 5% 2% 3% 0%

AVERAGE COMMISSION $ .0416 $ .0271
RATE G

</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 6 OF NOTES TO
FINANCIAL STATEMENTS).
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E 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.
F 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 6 OF NOTES TO FINANCIAL STATEMENTS).
G 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 October 31, 1997 (Unaudited)

6. SIGNIFICANT ACCOUNTING POLICIES.
Spartan Market Index Fund (the fund) is a fund of Fidelity
Commonwealth Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust. The
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 foreign
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.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
Non-cash dividends included in dividend income, if any, are recorded
at the fair market value of the securities received. Interest income,
which includes accretion of original issue discount, 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. Shares held in the fund less than 90 days are subject
to a redemption fee equal to .50% of the proceeds of the redeemed
shares. The fee, which is retained by the fund, is accounted for as an
addition to paid in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
7. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund may use 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
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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.
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, Inc., 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. Income distributions 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.
WHEN-ISSUED SECURITIES. The fund may purchase or sell securities on a
when-issued basis. Payment and delivery may take place a month or more
after the date of the transaction. The price of the underlying
securities is fixed at the time the transaction is negotiated. The
market values of the securities purchased on a when-issued or forward
commitment basis are identified as such in the fund's schedule of
investments. The fund may receive compensation for interest forgone in
the purchase of a when-issued security. With respect to purchase
commitments, the fund identifies securities as segregated in its
custodial records with a value at least equal to the amount of the
commitment. The payables and receivables associated with the purchases
and sales of when-issued securities having the same settlement date
and broker are offset. When-issued securities that have been purchased
from and sold to different brokers are reflected as both payables and
receivables in the statement of assets and liabilities under the
caption "Delayed delivery." Losses may arise due to changes in the
market value of the underlying securities, if the counterparty does
not perform under the contract, or if the issuer does not issue the
securities due to political, economic, or other factors.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by
the SEC, the fund, along with other registered investment companies
having
2. OPERATING POLICIES -
CONTINUED
INTERFUND LENDING PROGRAM -
CONTINUED
management contracts with FMR, may participate in an interfund lending
program. This program provides an alternative credit facility allowing
the fund to borrow from, or lend money to, other participating funds.
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.
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 or if the counterparties do not perform under
the contracts' terms. Gains (losses) are realized upon the expiration
or closing of the futures contracts. Futures contracts are valued at
the settlement price established each day by the board of trade or
exchange on which they are traded.
8. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $893,959,000 and $22,307,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $982,149,000 and $1,004,916,000, respectively.
9. 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.
At a Special Meeting of the Shareholders held on November 19, 1997,
shareholders approved an amended management contract (Amended
Contract) which allows for the appointment of Bankers Trust Company
(BTC) as the fund's sub-adviser. Under the Amended Contract, which
will become effective on December 1, 1997, FMR will continue to serve
as the fund's manager and investment adviser, but will delegate
day-to-day responsibility for managing the fund's investments to BTC.
BTC will also provide custodial and securities lending services to the
fund. For its services, BTC will receive a sub-advisory fee from FMR
equal to 0.006% of the fund's
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
average net assets. BTC will also receive a fee from the fund equal to
40% of the net income from securities lending activities which is not
covered by FMR's voluntary expense limitation. FMR will be responsible
for overseeing BTC's performance and will retain its other management
services. FMR has agreed to reduce its management fee, which is no
longer an all-inclusive fee, to an annual rate of 0.24% of the fund's
average net assets. The fund will be responsible for paying all other
expenses unless they are borne by FMR under a voluntary expense limit.
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.
10. INTERFUND LENDING PROGRAM.
The fund participated in the interfund lending program as a lender.
The maximum loan and the average daily loan balances during the period
for which loans were outstanding amounted to
$17,681,000 and $16,374,000, respectively. The weighted average
interest rate was 5.66%. Interest earned from the interfund lending
program amounted to $13,000 and is included in interest income on the
Statement of Operations.
11. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse operating expenses (excluding
interest, taxes, brokerage commissions and extraordinary expenses)
above an annual rate of .19% of average net assets. For the period,
the reimbursement reduced expenses by $4,284,000.
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 $3,000 under these arrangements.

PROXY VOTING RESULTS

A special meeting of the fund's shareholders was held on November 19,
1997. The results of votes taken among shareholders on proposals
before them are listed below.
PROPOSAL 1(A)
To approve an amended management contract for the fund.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 21,100,953.712 79.401

AGAINST 1,449,488.167 5.455

ABSTAIN 4,024,664.556 15.144

TOTAL 26,575,106.435 100.000

PROPOSAL 1(B)
To approve a new sub-advisory agreement for the fund.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 21,070,136.797 79.285

AGAINST 1,451,395.294 5.462

ABSTAIN 4,053,574.344 15.253

TOTAL 26,575,106.435 100.000

PROPOSAL 2
To amend the fund's fundamental investment limitation concerning
diversification to exclude securities of other investment companies
from the limitation.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 20,129,907.453 75.747

AGAINST 2,141,847.846 8.060

ABSTAIN 4,303,351.136 16.193

TOTAL 26,575,106.435 100.000

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Bankers Trust Company
New York, New York
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
William J. Hayes, Vice President
Robert A. Lawrence, Vice President
Jennifer Farrelly, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Robert H. Morrison, Manager,
Security Transactions
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
CUSTODIAN
Bankers Trust Company
New York, New York
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
Puritan(registered trademark) Fund
Real Estate Investment Portfolio
Spartan(registered trademark) Market Index Fund
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 1-800-544-5555
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)FIDELITY

LARGE CAP STOCK
FUND
SEMIANNUAL REPORT
OCTOBER 31, 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 18 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 22 NOTES TO THE FINANCIAL STATEMENTS.

DISTRIBUTIONS 26

FIDELITY LARGE CAP STOCK 16.82% 25.43% 61.10%

S&P 500 (REGISTERED TRADEMARK) 15.16% 32.11% 74.41%

GROWTH FUNDS AVERAGE 18.71% 27.28% N/A

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, or since
the fund started on June 22, 1995. For example, if you had 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 six months average represents a
peer group of 891 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 OCTOBER 31, 1997 PAST 1 LIFE OF
YEAR FUND

FIDELITY LARGE CAP STOCK 25.43% 22.37%

S&P 500 32.11% 26.55%

GROWTH FUNDS AVERAGE 27.28% N/A

An interview with Thomas Sprague, Portfolio Manager of Fidelity Large
Cap Stock Fund
Q. HOW DID THE FUND PERFORM, TOM?
A. For the six months that ended October 31, 1997, the fund was up
16.82%. The growth funds average, as tracked by Lipper Analytical
Services, returned 18.71% in that time, while the Standard & Poor's
500 Index returned 15.16%. For the 12 months that ended October 31,
1997, the fund returned 25.43%. The Lipper group and S&P 500 returned
27.28% and 32.11%, respectively.
Q. MARKET TIDES SEEMED TO SHIFT FREQUENTLY DURING THE PERIOD, WITH
LARGE-CAP STOCKS PERFORMING WELL IN THE FIRST HALF OF THE PERIOD AND
SMALLER STOCKS GAINING GROUND IN THE LATTER HALF. WHAT EFFECT DID
THESE SHIFTS HAVE ON THE FUND?
A. These dynamics had a significant impact. Through much of the first
part of the period, the stock market continued to be dominated by the
largest 25 or 30 stocks in the S&P 500. When the market is that
narrow, even funds like Large Cap have difficulty competing against
the S&P. During the second half of the period, though, this trend was
reversed. Several big companies announced earnings shortfalls and
smaller stocks began to outperform. This "broadening" helped the fund
versus the index, but not against its growth fund peers. Large Cap
delves into more of the larger stocks, while many of its competitors
in the peer group have a small- to mid-cap emphasis.
Q. WERE THERE ANY OTHER FACTORS THAT AFFECTED PERFORMANCE?
A. Energy and retail stocks played a big role. Within the energy
group, companies that provide equipment and services to help
exploration companies search for oil and gas enjoyed a nice run.
Energy companies such as Exxon, Mobil and Texaco have increased their
exploration activity, and demand for drilling equipment and services
is very high. The fund's positions in Schlumberger, Halliburton and
Dresser benefited as a result. Within the retail sector - which
comprised approximately 7.5% of the fund at the end of the period -
several supermarket and pharmacy chains benefited from decent sales
trends and cost-cutting programs, most notably Safeway and Rite-Aid.
Q. DID YOU LATCH ONTO ANY PARTICULAR THEMES DURING THE PERIOD?
A. One interesting area revolved around the much-discussed "year 2000"
issue. Most computer programs written in the last 20 or 30 years have
two entry fields for the year instead of four. For instance, computer
systems read "97" as being 1997. When the year 2000 arrives, computers
will read "00" as being 1900, which has the potential to cause myriad
problems. Some companies are ahead of the pack in preparing for this
problem, but many are underestimating its impact. The fund's position
in Comdisco - one of its top 10 holdings at the close of the period -
is a play on this. Part of Comdisco's business is disaster recovery:
If a company's computer network shuts down, Comdisco's reserve systems
can help get that company up and running again. These same reserve
computer systems are a logical choice as a testing ground for updated
year 2000 compliance software. Comdisco should benefit from this
additional demand in 1998 and 1999. Several other fund holdings -
including Accustaff and Analysts International - could also benefit.
Q. YOU'VE MENTIONED IN THE PAST THAT COMPANIES USING TECHNOLOGY
EFFECTIVELY CAN MAKE FOR GOOD INVESTMENT OPPORTUNITIES. CAN YOU GIVE
AN EXAMPLE?
A. For the past decade or so, American corporations have been in a
restructuring mode. Many have reworked their balance sheet, spun off
ineffective businesses and cut personnel in an effort to reduce costs.
While this has worked well, I think we may be nearing the end of this
trend. If I'm right, and pure cost-cutting programs are winding down,
the companies that are using technology to improve their business may
have an advantage. One such example during the period was Safeway,
which I mentioned earlier. Safeway and other supermarket chains have
been using information technology programs to determine, for example,
which products are selling well and which have the best profit
margins. This allows them to improve sales, costs and inventories.
Q. CAN YOU GRADE THE PERFORMANCE OF SOME OF THE FUND'S INDIVIDUAL
STOCKS?
A. Comdisco was a strong performer, as was health-care stock Bergen
Brunswig, which is in the process of being purchased by Cardinal
Health. On the negative side, not owning more of the expensive
pharmaceutical stocks, such as Lilly and Pfizer, hurt performance.
Additionally, the fund's position in Vencor - a supplier to the
nursing home industry - suffered from tightening industry regulations
and the fund no longer owns this stock.
Q. TOWARD THE END OF THE PERIOD, PROBLEMS IN ASIAN MARKETS
REVERBERATED THROUGHOUT THE WORLD. WHAT'S YOUR TAKE ON THE SITUATION
AND HOW WAS THE FUND AFFECTED?
A. I think the crisis in Southeast Asia reflects a serious,
fundamental change that will affect financial markets everywhere. What
began as a currency event has evolved into an economic event. We've
already seen business slowdowns from U.S. companies that have exposure
to that region. Within the fund, semiconductor-related stocks were hit
the hardest. The typical high-tech company generates 10% to 20% of its
sales in Southeast Asia, and since that region's economic growth has
now been stunted, these companies may see sales growth suffer. Some of
the fund's holdings, however, may benefit from a cost point of view
more than they'll suffer from a sales point of view. For example,
positions such as Linear Technology and Adaptec - which have
manufacturing operations in Southeast Asia - could benefit from low
production and labor costs. Overall, though, I'd characterize the
market events of late October as being much more of a negative than a
positive.
Q. WHAT'S YOUR OUTLOOK?
A. I'm concerned that the comfortable economic situation we've had for
the past few years may be over. Third-quarter corporate earnings
tailed off somewhat, and the international volatility we've seen may
linger for awhile. Consumer nondurable stocks - particularly
food-related companies - may be an attractive area in the next few
months. These stocks frequently offer stable earnings growth in a
variety of economic climates.
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.

TOM SPRAGUE TAKES A CLOSE
LOOK AT THE TECHNOLOGY SECTOR:
"While some segments of the
technology market hold promise,
there are significant changes
going on in the computing area. In
the past, companies such as Intel
would introduce new, faster
systems each year. Consumers needed
more power, faster maneuverability
and more memory and were always
willing to spend up for these
enhanced features. But with a lack
of new software programs, this
isn't the case anymore. PCs priced
at $1,000 and under are meeting
most needs, and this is a bad trend
for the sector. That's because
you've got to sell twice as many
$1,000 PCs to keep up with past
revenues. That's going to be very
challenging.
"The year 2000 issue, which I
mentioned earlier, is another
factor. Corporate America is going
to need to spend heavily to
overcome this problem.
Consequently, money that would
otherwise have been used for
important software and hardware
upgrades will be diverted. Frankly,
I'm concerned that we're in for an
extended period of below-average
sales growth in the computing
area.
"Other segments, however, namely
companies that specialize in
communications technology could
pick up the slack. Band width -
which dictates the voice and data
transfer rate for communications
systems - is a hot topic. We can't
talk to each other fast enough -
be it over phone lines or the
Internet - and this demand may
translate into some good
opportunities for some tech
companies."
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 October 31,
1997, more than $126 million
MANAGER: Tom Sprague, since
1996; manager, Fidelity
Advisor Large Cap Stock Fund,
since 1996; joined Fidelity in
1989
(checkmark)
INVESTMENT CHANGES
<TABLE>
<CAPTION>
<S> <C> <C>

TOP TEN STOCKS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

PHILIP MORRIS COMPANIES, INC. 3.0 1.8

INTERNATIONAL BUSINESS MACHINES CORP. 2.8 1.1

AMERICAN HOME PRODUCTS CORP. 2.3 1.6

BRISTOL-MYERS SQUIBB CO. 2.2 1.0

ADAPTEC, INC. 1.8 1.4

TYCO INTERNATIONAL LTD. 1.7 1.4

FEDERAL NATIONAL MORTGAGE ASSOCIATION 1.5 1.1

PROCTOR & GAMBLE CO. 1.4 1.0

COMDISCO, INC. 1.4 0.6

ALCATEL ALSTHOM COMPAGNIE GENERALE 1.3 0.5
D'ELECTRICITE SA SPONSORED ADR

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 23.9 16.0

HEALTH 13.7 13.4

FINANCE 12.1 12.0

NONDURABLES 8.6 6.9

INDUSTRIAL MACHINERY & EQUIPMENT 7.9 7.4
</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF OCTOBER 31, 1997 * AS OF APRIL 30, 1997 **
44
ROW: 1, COL: 1, VALUE: 4.9
ROW: 1, COL: 2, VALUE: 95.09999999999999
STOCKS 94.0%
SHORT-TERM
INVESTMENTS 6.0%
FOREIGN
INVESTMENTS 3.5%
STOCKS 95.1%
SHORT-TERM
INVESTMENTS 4.9%
FOREIGN
INVESTMENTS 4.4%
ROW: 1, COL: 1, VALUE: 6.0
ROW: 1, COL: 2, VALUE: 94.0
*
**
INVESTMENTS OCTOBER 31, 1997 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 95.1%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 2.1%
AEROSPACE & DEFENSE - 1.8%
AlliedSignal, Inc. 18,900 $ 680,400
Gulfstream Aerospace Corp. (a) 8,000 232,000
Lockheed Martin Corp. 9,280 882,180
Sundstrand Corp. 8,500 462,188
2,256,768
DEFENSE ELECTRONICS - 0.3%
Litton Industries, Inc. (a) 6,500 329,875
TOTAL AEROSPACE & DEFENSE 2,586,643
BASIC INDUSTRIES - 1.9%
PACKAGING & CONTAINERS - 1.2%
Owens-Illinois, Inc. (a) 42,670 1,472,115
PAPER & FOREST PRODUCTS - 0.7%
Fort James Corp. 23,037 914,281
TOTAL BASIC INDUSTRIES 2,386,396
CONSTRUCTION & REAL ESTATE - 0.2%
BUILDING MATERIALS - 0.2%
Sherwin-Williams Co. 8,900 246,975
DURABLES - 0.8%
HOME FURNISHINGS - 0.8%
Leggett & Platt, Inc. 23,000 960,250
ENERGY - 7.3%
ENERGY SERVICES - 3.3%
Dresser Industries, Inc. 24,800 1,044,700
Halliburton Co. 26,900 1,603,913
Noble Drilling Corp. (a) 16,600 590,338
Schlumberger Ltd. 9,980 873,250
4,112,201
OIL & GAS - 4.0%
British Petroleum PLC ADR 13,292 1,166,373
Burlington Resources, Inc. 11,800 577,463
Coastal Corp. (The) 13,500 811,688
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Royal Dutch Petroleum Co. 12,300 $ 647,288
Texaco, Inc. 19,500 1,110,281
Total SA sponsored ADR 5,100 283,050
Valero Energy Corp. 16,200 488,025
5,084,168
TOTAL ENERGY 9,196,369
FINANCE - 12.1%
BANKS - 3.3%
Bank of New York Co., Inc. 25,580 1,203,859
BankAmerica Corp. 14,600 1,043,900
Citicorp 4,500 562,781
NationsBank Corp. 21,600 1,293,300
4,103,840
CREDIT & OTHER FINANCE - 2.1%
American Express Co. 13,910 1,084,980
Associates First Capital Corp. 6,600 419,925
Fleet Financial Group, Inc. 9,900 636,694
Household International, Inc. 4,800 543,600
2,685,199
FEDERAL SPONSORED CREDIT - 2.0%
Federal Home Loan Mortgage Corporation 16,500 624,938
Federal National Mortgage Association 38,000 1,840,625
2,465,563
INSURANCE - 4.3%
Allstate Corp. 15,971 1,324,595
AMBAC, Inc. 35,400 1,495,650
CIGNA Corp. 3,400 527,850
MBIA, Inc. 17,900 1,069,525
UNUM Corp. 22,000 1,072,500
5,490,120
SAVINGS & LOANS - 0.4%
Washington Mutual, Inc. 7,300 499,594
TOTAL FINANCE 15,244,316
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - 13.7%
DRUGS & PHARMACEUTICALS - 7.8%
American Home Products Corp. 39,720 $ 2,944,245
Bristol-Myers Squibb Co. 31,600 2,772,900
Lilly (Eli) & Co. 4,000 267,500
Merck & Co., Inc. 9,370 836,273
Pfizer, Inc. 15,000 1,061,250
Schering-Plough Corp. 17,180 963,154
SmithKline Beecham PLC ADR 19,600 933,450
9,778,772
MEDICAL EQUIPMENT & SUPPLIES - 3.4%
Abbott Laboratories 8,000 490,500
Baxter International, Inc. 7,180 332,075
Becton, Dickinson & Co. 10,940 503,924
Bergen Brunswig Corp. Class A 15,050 602,941
Cardinal Health, Inc. 9,100 675,675
Johnson & Johnson 20,100 1,153,238
Omnicare, Inc. 20,600 572,938
4,331,291
MEDICAL FACILITIES MANAGEMENT - 2.5%
Columbia/HCA Healthcare Corp. 6,275 177,269
Healthsouth Corp. (a) 35,300 902,356
Health Management Associates, Inc. Class A (a) 33,345 812,784
Tenet Healthcare Corp. (a) 42,800 1,308,075
3,200,484
TOTAL HEALTH 17,310,547
INDUSTRIAL MACHINERY & EQUIPMENT - 7.9%
ELECTRICAL EQUIPMENT - 3.2%
Alcatel Alsthom Compagnie Generale d'Electricite SA
sponsored ADR 69,300 1,684,856
General Electric Co. 23,180 1,496,559
Westinghouse Electric Corp. 32,200 851,288
4,032,703
INDUSTRIAL MACHINERY & EQUIPMENT - 3.4%
Case Corp. 14,000 837,375
Caterpillar, Inc. 9,240 473,550
Ingersoll-Rand Co. 13,650 531,497
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Stanley Works 8,900 $ 376,025
Tyco International Ltd. 55,720 2,103,430
4,321,877
POLLUTION CONTROL - 1.3%
Browning-Ferris Industries, Inc. 16,000 520,000
Ogden Corp. 13,800 348,450
Thermo Instrument Systems, Inc. (a) 7,750 223,588
USA Waste Services, Inc. (a) 13,900 514,300
1,606,338
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 9,960,918
MEDIA & LEISURE - 4.8%
ENTERTAINMENT - 1.3%
Carnival Cruise Lines, Inc. Class A 16,000 776,000
MGM Grand, Inc. (a) 20,100 881,888
1,657,888
LODGING & GAMING - 2.0%
HFS, Inc. (a) 13,080 922,140
Marriott International, Inc. 16,340 1,139,715
Mirage Resorts, Inc. (a) 18,700 467,500
2,529,355
PUBLISHING - 0.5%
Cognizant Corp. 15,700 615,244
RESTAURANTS - 1.0%
Brinker International, Inc. (a) 4,200 58,800
Rainforest Cafe, Inc. (a) 28,900 986,213
Wendy's International, Inc. 11,500 241,500
1,286,513
TOTAL MEDIA & LEISURE 6,089,000
NONDURABLES - 8.6%
BEVERAGES - 1.3%
PepsiCo, Inc. 45,740 1,683,804
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
FOODS - 2.1%
ConAgra, Inc. 15,000 $ 451,875
Hershey Foods Corp. 14,100 779,025
Ralston Purina Co. 6,470 580,683
Sara Lee Corp. 15,400 787,325
2,598,908
HOUSEHOLD PRODUCTS - 2.2%
Avon Products, Inc. 6,600 432,300
Clorox Co. 7,700 539,000
Procter & Gamble Co. 26,180 1,780,240
2,751,540
TOBACCO - 3.0%
Philip Morris Companies, Inc. 95,040 3,765,960
TOTAL NONDURABLES 10,800,212
RETAIL & WHOLESALE - 7.6%
APPAREL STORES - 0.7%
Payless ShoeSource, Inc. (a) 8,400 468,300
TJX Companies, Inc. 14,800 438,450
906,750
DRUG STORES - 1.1%
Rite Aid Corp. 23,000 1,365,625
GENERAL MERCHANDISE STORES - 1.0%
Consolidated Stores Corp. (a) 15,325 611,084
Wal-Mart Stores, Inc. 20,300 713,038
1,324,122
GROCERY STORES - 2.4%
American Stores Co. 45,400 1,166,213
Kroger Co. (The) (a) 11,800 384,975
Safeway, Inc. (a) 25,000 1,453,125
3,004,313
RETAIL & WHOLESALE, MISCELLANEOUS - 2.4%
Circuit City Stores, Inc. - Circuit City Group 32,700 1,303,913
Home Depot, Inc. 8,300 461,688
Toys "R" Us, Inc. (a) 36,900 1,256,906
3,022,507
TOTAL RETAIL & WHOLESALE 9,623,317
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 2.1%
ADVERTISING - 0.6%
Omnicom Group, Inc. 10,500 $ 741,563
EDUCATIONAL SERVICES - 0.3%
Apollo Group, Inc. Class A (a) 8,500 359,125
SERVICES - 1.2%
AccuStaff, Inc. (a) 47,700 1,362,431
Service Corp. International 6,160 187,495
1,549,926
TOTAL SERVICES 2,650,614
TECHNOLOGY - 23.9%
COMMUNICATIONS EQUIPMENT - 1.1%
Aspect Telecommunications Corp. (a) 38,900 933,600
Cisco Systems, Inc. (a) 5,260 431,484
1,365,084
COMPUTER SERVICES & SOFTWARE - 6.6%
Analysts International Corp. 26,400 1,191,300
Automatic Data Processing, Inc. 11,160 570,555
BMC Software, Inc. (a) 6,000 362,250
CUC International, Inc. (a) 52,623 1,552,379
Cadence Design Systems, Inc. (a) 11,700 623,025
Compuware Corp. (a) 4,900 324,013
Equifax, Inc. 25,200 782,775
Microsoft Corp. (a) 11,600 1,508,000
Oracle Corp. (a) 19,600 701,313
SunGard Data Systems, Inc. (a) 28,500 673,313
8,288,923
COMPUTERS & OFFICE EQUIPMENT - 9.8%
Adaptec, Inc. 45,940 2,225,219
Comdisco, Inc. 55,950 1,765,922
Compaq Computer Corp. (a) 7,750 494,063
Comverse Technology, Inc. (a) 4,600 189,750
EMC Corp. (a) 11,600 649,600
Fore Systems, Inc. (a) 77,200 1,254,500
Hewlett-Packard Co. 7,400 456,488
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
International Business Machines Corp. 36,440 $ 3,573,398
Pitney Bowes, Inc. 19,910 1,579,112
Unisys Corp. (a) 17,000 226,313
12,414,365
ELECTRONIC INSTRUMENTS - 1.1%
Applied Materials, Inc. (a) 17,400 580,725
KLA-Tencor Corp. (a) 6,900 303,169
Lam Research Corp. (a) 12,558 453,658
Varian Associates, Inc. 100 5,850
1,343,402
ELECTRONICS - 5.3%
Altera Corp. (a) 16,800 745,500
Analog Devices, Inc. (a) 30,100 919,931
Intel Corp. 14,400 1,108,800
Linear Technology Corp. 14,540 914,203
Maxim Integrated Products, Inc. (a) 10,400 689,000
Micron Technology, Inc. (a) 18,500 496,031
Motorola, Inc. 5,000 308,750
Sanmina Corp. (a) 4,700 351,325
Texas Instruments, Inc. 6,800 725,475
Vitesse Semiconductor Corp. (a) 10,600 459,775
6,718,790
TOTAL TECHNOLOGY 30,130,564
TRANSPORTATION - 0.7%
RAILROADS - 0.7%
CSX Corp. 16,416 897,750
UTILITIES - 1.4%
TELEPHONE SERVICES - 1.4%
SBC Communications, Inc. 9,180 584,078
WorldCom, Inc. (a) 35,300 1,186,947
1,771,025
TOTAL COMMON STOCKS
(Cost $97,798,743) 119,854,896
CASH EQUIVALENTS - 4.9%
SHARES VALUE (NOTE 1)
Taxable Central Cash Fund (b) (Cost $6,228,513) 6,228,513 $ 6,228,513
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $104,027,256) $ 126,083,409
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.64%. 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 October 31, 1997, the aggregate cost of investment securities for
income tax purposes was $104,122,392. Net unrealized appreciation
aggregated $21,961,017, of which $24,117,637 related to appreciated
investment securities and $2,156,620 related to depreciated investment
securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS OCTOBER 31, 1997 (UNAUDITED)

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $104,027,256) - $ 126,083,409
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 1,630,851

RECEIVABLE FOR FUND SHARES SOLD 1,465,382

DIVIDENDS RECEIVABLE 87,996

INTEREST RECEIVABLE 13,547

TOTAL ASSETS 129,281,185

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 2,075,105

PAYABLE FOR FUND SHARES REDEEMED 231,702

ACCRUED MANAGEMENT FEE 48,404

OTHER PAYABLES AND ACCRUED EXPENSES 53,743

TOTAL LIABILITIES 2,408,954

NET ASSETS $ 126,872,231

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 98,299,213

UNDISTRIBUTED NET INVESTMENT INCOME 238,146

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) 6,278,719
ON INVESTMENTS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 22,056,153

NET ASSETS, FOR 8,804,546 SHARES OUTSTANDING $ 126,872,231

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $14.41
PER SHARE ($126,872,231 (DIVIDED BY) 8,804,546 SHARES)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED OCTOBER 31, 1997 (UNAUDITED)

INVESTMENT INCOME $ 697,617
DIVIDENDS

INTEREST 124,255

TOTAL INCOME 821,872

EXPENSES

MANAGEMENT FEE $ 381,418
BASIC FEE

PERFORMANCE ADJUSTMENT (90,200)

TRANSFER AGENT FEES 175,696

ACCOUNTING FEES AND EXPENSES 38,479

NON-INTERESTED TRUSTEES' COMPENSATION 131

CUSTODIAN FEES AND EXPENSES 13,058

REGISTRATION FEES 16,601

AUDIT 24,955

LEGAL 385

MISCELLANEOUS 455

TOTAL EXPENSES BEFORE REDUCTIONS 560,978

EXPENSE REDUCTIONS (13,359) 547,619

NET INVESTMENT INCOME 274,253

REALIZED AND UNREALIZED GAIN (LOSS) 6,545,844
NET REALIZED GAIN (LOSS) ON INVESTMENT SECURITIES

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON 12,475,122
INVESTMENT SECURITIES

NET GAIN (LOSS) 19,020,966

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 19,295,219
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1997 APRIL 30,
(UNAUDITED) 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 274,253 $ 684,755
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 6,545,844 9,226,884

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 12,475,122 5,099,499

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 19,295,219 15,011,138
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (267,553) (409,596)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (4,280,853) (5,743,668)

TOTAL DISTRIBUTIONS (4,548,406) (6,153,264)

SHARE TRANSACTIONS 63,313,224 178,330,702
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 4,468,689 6,084,858

COST OF SHARES REDEEMED (73,069,189) (164,026,777)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (5,287,276) 20,388,783
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 9,459,537 29,246,657

NET ASSETS

BEGINNING OF PERIOD 117,412,694 88,166,037

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 126,872,231 $ 117,412,694
INCOME OF $238,146 AND $401,335, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 4,418,470 14,568,975

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 337,260 517,074

REDEEMED (5,116,781) (13,441,050)

NET INCREASE (DECREASE) (361,051) 1,644,999

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS ENDED YEAR ENDED JUNE 22, 1995
OCTOBER 31, 1997 (COMMENCEMENT
OF OPERATIONS) TO

(UNAUDITED) 1997 APRIL 30, 1996

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

NET ASSET VALUE, BEGINNING OF PERIOD $ 12.81 $ 11.72 $ 10.00

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME .03 D .09 D .05

NET REALIZED AND UNREALIZED GAIN (LOSS) 2.08 1.85 1.70

TOTAL FROM INVESTMENT OPERATIONS 2.11 1.94 1.75

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.03) (.05) (.03)

FROM NET REALIZED GAIN (.48) (.80) -

TOTAL DISTRIBUTIONS (.51) (.85) (.03)

NET ASSET VALUE, END OF PERIOD $ 14.41 $ 12.81 $ 11.72

TOTAL RETURN B, C 16.82% 17.35% 17.52%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 126,872 $ 117,413 $ 88,166

RATIO OF EXPENSES TO AVERAGE NET ASSETS .86% A 1.01% 1.31% A

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER .84% A, E .99% E 1.30% A,
EXPENSE REDUCTIONS E

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS .42% A .68% .70% A

PORTFOLIO TURNOVER RATE 96% A 110% 155% A

AVERAGE COMMISSION RATE F $ .0431 $ .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 October 31, 1997 (Unaudited)

12. 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 foreign
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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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 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.
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.
13. OPERATING POLICIES.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission(the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements 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, Inc., an affiliate of FMR. The
2. OPERATING POLICIES -
CONTINUED
TAXABLE CENTRAL CASH FUND -
CONTINUED
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. Income distributions 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.
14. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $59,702,002 and $69,008,182, respectively.
15. 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. The annual individual fund fee rate is .30%. 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 basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).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 annualized rate of .44% of average
net assets after the performance adjustment.
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 annualized rate of .27% 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 $9,734 for the period.
16. 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 $13,292 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 $67 and $0, respectively, under these arrangements.

DISTRIBUTIONS

The Board of Trustees of Fidelity Large Cap Stock Fund voted to pay on
December 8, 1997, to shareholders of record at the opening of business
on December 5, 1997, a distribution of $.59 per share derived from
capital gains realized from sales of portfolio securities and a
dividend of $.03 per share from net investment income.

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.
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Fidelity TouchTone Xpressprovides a single toll-free number to access
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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.

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

To speak to a Fidelity representative.
0
*
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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.
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(such as changing name, address, bank, etc.)
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INVESTMENT ADVISER
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Boston, MA
INVESTMENT SUB-ADVISERS
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(Far East) Inc., Tokyo, Japan
Fidelity Management & Research
(U.K.) Inc., London, England
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
William J. Hayes, Vice President
Abigail Johnson, Vice President
Thomas M. Sprague, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
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J. Gary Burkhead
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Boston, MA
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(2_FIDELITY_LOGOS)FIDELITY

SMALL CAP STOCK
FUND
SEMIANNUAL REPORT
OCTOBER 31, 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 27 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 31 NOTES TO THE FINANCIAL STATEMENTS.

DISTRIBUTIONS 35

FIDELITY SMALL CAP STOCK 29.95% 32.59% 89.46%

FIDELITY SMALL CAP STOCK 26.05% 28.61% 83.77%
(INCL. 3% SALES CHARGE)

RUSSELL 2000(REGISTERED TRADEMARK) 27.29% 29.33% 100.16%

SMALL CAP FUNDS AVERAGE 31.21% 26.45% N/A

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year or since
the fund started on June 28, 1993. For example, if you had 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 six months average represents a peer group of 511 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 OCTOBER 31, 1997 PAST 1 LIFE OF
YEAR FUND

FIDELITY SMALL CAP STOCK 32.59% 15.84%

FIDELITY SMALL CAP STOCK 28.61% 15.03%
(INCL. 3% SALES CHARGE)

RUSSELL 2000 29.33% 17.32%

SMALL CAP FUNDS AVERAGE 26.45% 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

An interview with Bradford Lewis, Portfolio Manager of Fidelity Small
Cap Stock Fund
Q. HOW DID THE FUND PERFORM, BRAD?
A. For the six months that ended October 31, 1997, the fund returned
29.95%. The small cap funds average returned 31.21% during the same
period, according to Lipper Analytical Services. For the 12 months
that ended October 31, 1997, the fund returned 32.59%, while the small
cap funds average returned 26.45%.
Q. WHAT'S THE MARKET BEEN LIKE DURING THE PAST SIX MONTHS?
A. The stock market has taken investors on quite a roller coaster ride
over the past six months. The period started on an upturn, after the
market experienced a steep drop in March and April when concerns about
inflation arose. The market - ever concerned about inflation - rallied
through July, as economic indicators showed the economy cooled off a
bit in the second quarter. Large-capitalization stocks were the main
drivers of the upswing during the first half of the period, as they
had been for the past couple of years. From August through October,
though, momentum veered away from large-cap stocks as investors
started buying small-cap stocks that hadn't yet reached peak
valuations relative to their earnings growth. The market began losing
steam at the beginning of October after Federal Reserve Board Chairman
Alan Greenspan said that he felt economic growth was on an
"unsustainable track." On top of that, Southeast Asian economies began
a freefall after several countries in the region experienced currency
difficulties. On October 27, a steep drop in the Hong Kong market
triggered a 554-point drop in the Dow Jones Industrial Average - the
biggest daily point drop in the Dow's history. The market rebounded
337 points the next day, reflecting the fact that the market felt the
U.S. economy was still strong despite the troubles in Southeast Asia.
Q. WHY DID THE FUND UNDERPERFORM ITS PEER GROUP DURING THE PERIOD?
A. The fund's assets increased to $827 million at the end of the
period from $450 million at the end of April - a jump of almost 85%.
Evidently, mutual fund investors were enamored with the market's shift
away from large-cap stocks. Such a large level of sales inevitably
results in an increase in cash due to a limited liquidity inherent in
small-cap stocks. In fact, at one point during the period, the fund
had almost 20% of its assets in cash. When equity markets are
performing so well, cash is a huge anchor on performance. To reduce
sales volatility, the fund will increase its redemption fee for
shareholders who owned the fund for less than 90 days to 1.50% from
0.75%, effective November 15. Fidelity mailed a letter to the fund's
shareholders informing them of the change. The money collected from
redemption fees does not go to Fidelity - it goes back into the fund.
The fees benefit long-term shareholders for the trading friction
caused by short-term traders.
Q. WHICH INDIVIDUAL HOLDINGS HELPED PERFORMANCE?
A. Ross Stores, which operates a chain of off-price stores in the
western U.S., appreciated considerably during the period. The company
has a good management team and reported strong sales and earnings
growth. UTI Energy, a provider of contract drilling services on the
U.S. Gulf Coast and Oklahoma, was another excellent holding. A
shortage of industry rigs accounted for higher daily lease rates over
the past six months. Accordingly, UTI Energy's sales and earnings grew
substantially. The stock was up more than 404% over the six months
that ended October 31, 1997.
Q. WHICH HOLDINGS HURT PERFORMANCE?
A. Zeigler Coal detracted from performance. The company seemed to be
improving its business prospects, so I thought I was buying the stock
on the bottom - at the beginning of an upswing. Unfortunately, the
company's earnings did not improve and the stock continued to fall
during the period. Photronics was another weak spot in the portfolio.
In this case, it wasn't a question of earnings potential. The company
was just dragged down with all of the other technology stocks during
the last three weeks of the period.
Q. WE UNDERSTAND THERE WILL BE CHANGES MADE TO THE FUND'S NAME AND
INVESTMENT POLICIES NEXT YEAR . . .
A. Yes, that's right. Effective January 2, 1998, the fund will be
renamed Fidelity Small Cap Selector. The new name reflects the
quantitative stock-picking methods used by the fund. Also starting on
that date, the fund will adopt a policy of normally investing at least
65% of its assets in companies with capitalizations similar to those
in the Russell 2000 Index at the time of the fund's investment. The
Russell 2000 is the most widely accepted measure of the performance of
small-cap stocks and is used as the fund's benchmark. The fund's
current investment policy - to normally invest at least 65% of its
total assets in equity securities of companies with market
capitalizations of $1 billion or less at the time of the fund's
investment - is based on a static dollar amount that does not change
with the market. In fact, in an effort to reflect the small-cap
market, effective January 1, 1996, the $1 billion level increased from
$750 million. Since this change in investment policy, the rise in
market prices has caused the capitalization range of the Russell 2000
to increase significantly. By using a capitalization target that
refers to the general size of companies that make up the index instead
of a specific dollar amount, it will be easier for me to make sure
that the fund's investment universe keeps pace with the market in
which it invests and with its benchmark index.
Q. WHAT'S YOUR OUTLOOK?
A. I expect volatility in the markets to continue for a while. I don't
think we've seen the last of the ripple effects from the currency
problems in Southeast Asia. In addition, I think the U.S. economy will
slow down to a point where we'll see the stock market generating a
compounded annual return of 9% to 10%. Investors have been somewhat
spoiled with the 25% to 30% compounded annual returns that we've seen
in the past three or four years. I think it's unlikely that those
considerable gains will continue in the next six months.
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.

BRAD LEWIS ON THE REPEAL OF
THE "SHORT THREE TEST" TAX
CODE:
"The 1997 tax law repealed the
mutual fund industry's `short three
test' for capital gains. This rule
mandated that no more than 30%
of a mutual fund's annual capital
gains could result from positions
held for less than 90 days. I think
the law was well intentioned,
considering that trading costs
were substantially higher when the
law was first passed than they are
now. Indeed, short-term trading
would have benefited brokers and
market makers most when the rule
was first instituted. However,
times have changed. A sizeable
portion of current trades are
electronic, and a typical trade is
executed at less than a nickel a
share.
"The `short three test' historically
has had a slight negative impact
on the fund's performance. From
time to time, we were fortunate
enough to buy a stock whose return
exceeded expectations within a
few weeks of its purchase. The
`short three test' normally
prevented us from taking profits
and using the proceeds to invest
in other stocks with better
risk/reward characteristics.
"Will the repeal of the `short three
test' substantially impact how I
manage the fund? No, it will not.
However, I recently have given a
little more weight to my
shorter-time-horizon models.
These models empirically have
delivered more consistent
performance than our longer-term
models."
FUND FACTS
GOAL: capital appreciation
by investing mainly in equity
securities of companies with
small market capitalizations,
chosen in part by using
computer-aided quantitative
analysis
FUND NUMBER: 336
TRADING SYMBOL: FDSCX
START DATE: June 28, 1993
SIZE: as of October 31, 1997,
more than $827.4 million
MANAGER: Bradford Lewis,
since 1993; manager, Fidelity
Disciplined Equity, since 1988,
and Fidelity Stock Selector,
since 1990; joined Fidelity
in 1985
(checkmark)
INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

ROSS STORES, INC. 1.8 4.1

SEACOR SMIT, INC. 1.6 0.0

MEYER (FRED), INC. 1.1 0.0

MONEY STORE, INC 0.9 1.1

ETHAN ALLEN INTERIORS, INC. 0.8 0.5

SYMANTEC CORP. 0.8 1.0

TIFFANY & CO., INC. 0.8 1.5

CMAC INVESTMENTS 0.8 1.0

INTEGRATED HEALTH SERVICES, INC. 0.8 0.0

PRIME HOSPITALITY CORP. 0.7 0.0

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

FINANCE 19.0 28.5

CONSTRUCTION & REAL ESTATE 12.1 5.4

RETAIL & WHOLESALE 10.6 10.1

TECHNOLOGY 7.8 8.6

DURABLES 7.4 5.8

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF OCTOBER 31, 1997 * AS OF APRIL 30, 1997 **
44
ROW: 1, COL: 1, VALUE: 7.2
ROW: 1, COL: 2, VALUE: 46.4
ROW: 1, COL: 3, VALUE: 46.4
STOCKS 88.7%
SHORT-TERM
INVESTMENTS 11.3%

STOCKS 92.8%
SHORT-TERM
INVESTMENTS 7.2%

ROW: 1, COL: 1, VALUE: 11.3
ROW: 1, COL: 2, VALUE: 44.34999999999999
ROW: 1, COL: 3, VALUE: 44.34999999999999
FOREIGN
INVESTMENTS 7.1%
**
*
FOREIGN
INVESTMENTS 8.3%
INVESTMENTS OCTOBER 31, 1997 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 92.8%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 1.1%
AEROSPACE & DEFENSE - 0.7%
Advanced Aerodynamics & Structures, Inc. Class A (a) 50,000 $ 234,375
Aviall, Inc. (a) 87,000 1,163,625
Doncasters PLC sponsored ADR 4,000 107,750
Fairchild Corp. Class A (a) 40,000 1,012,500
GenCorp, Inc. 127,000 3,103,563
Transtechnology Corp. 6,500 181,188
5,803,001
DEFENSE ELECTRONICS - 0.4%
Ducommun, Inc. (a) 23,000 767,625
Tracor, Inc. (a) 100,000 2,675,000
3,442,625
TOTAL AEROSPACE & DEFENSE 9,245,626
BASIC INDUSTRIES - 4.1%
CHEMICALS & PLASTICS - 2.1%
Cambrex Corp. 16,000 767,000
Carbide/Graphite Group, Inc. (The) (a) 13,000 463,125
Ferro Corp. 73,000 2,732,938
First Years, Inc. (The) 8,000 200,000
Fuller (H.B.) Co. 19 898
General Chemical Group, Inc. 24,000 705,000
Geon Co. 8,300 180,006
LESCO, Inc. 10,000 210,000
Minerals Technologies, Inc. 74,000 3,061,750
O'Sullivan Corp. 21,000 220,500
Peak International, Ltd. 6,500 146,250
Scotts Co. Class A (a) 79,000 2,113,250
Sybron Chemical Industry Corp. 5,000 160,000
Terra Industries, Inc. 184,000 2,242,500
Tredegar Industries, Inc. 11,150 779,106
Wellman, Inc. 172,000 3,493,750
17,476,073
IRON & STEEL - 0.9%
Armco, Inc. 284,000 1,633,000
Barnes Group, Inc. 46,000 1,201,750
Citation Corp. (a) 26,000 442,000
National Steel Corp. Class B (a) 82,000 1,353,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
IRON & STEEL - CONTINUED
Oregon Steel Mills, Inc. 40,000 $ 842,500
Quanex Corp. 1,200 33,150
Schnitzer Steel, Inc. Class A 26,000 757,250
TriMas Corp. 41,000 1,199,250
7,461,900
METALS & MINING - 0.4%
AFC Cable Systems, Inc. (a) 12,500 354,688
Commercial Metals Co. 9,100 293,475
Encore Wire Corp. (a) 22,500 635,625
Kaiser Aluminum Corp. (a) 70,000 879,375
Special Metals Corp. 2,000 41,250
Superior Telecom, Inc. (a) 40,000 1,370,000
3,574,413
PAPER & FOREST PRODUCTS - 0.7%
Buckeye Cellulose Corp. (a) 40,000 1,660,000
Drypers Corp. (a) 15,000 103,125
Mail-Well, Inc. (a) 82,500 2,856,563
Pope & Talbot, Inc. 43,000 714,875
5,334,563
TOTAL BASIC INDUSTRIES 33,846,949
CONSTRUCTION & REAL ESTATE - 12.1%
BUILDING MATERIALS - 2.0%
ACX Technologies, Inc. (a) 52,000 1,368,250
Carlisle Companies, Inc. 26,000 1,124,500
Centex Construction Products, Inc. 28,100 871,100
Giant Cement Holding, Inc. (a) 18,000 436,500
Lone Star Industries, Inc. 72,000 3,955,500
Medusa Corp. 31,000 1,309,750
Southdown, Inc. 57,000 3,156,375
Texas Industries, Inc. 104,000 4,933,500
17,155,475
CONSTRUCTION - 1.5%
Centex Corp. 80,000 4,680,000
Crossman Communities, Inc. (a) 34,500 750,375
Jacobs Engineering Group, Inc. 58,000 1,566,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - CONTINUED
M.D.C. Holdings, Inc. 34,700 $ 386,038
M/I Schottenstein Homes, Inc. (a) 4,000 55,500
Monaco Coach Corp. (a) 12,000 286,500
Pulte Corp. 28,000 1,046,500
Ryland Group, Inc. 58,000 1,036,750
Standard Pacific Corp. 112,000 1,218,000
Webb (Del E.) Corp. 62,000 1,236,125
12,261,788
ENGINEERING - 0.0%
URS Corp. (a) 13,000 206,375
REAL ESTATE - 0.1%
Parkway Properties, Inc. 24,000 816,000
REAL ESTATE INVESTMENT TRUSTS - 8.5%
Bay Apartment Communities, Inc. 91,000 3,560,375
Berkshire Realty, Inc. 107,000 1,190,375
CBL & Associates Properties, Inc. 120,000 2,895,000
Colonial Properties Trust (SBI) 77,000 2,184,875
Cousins Properties, Inc. 19,000 596,125
Developers Diversified Realty Corp. 89,000 3,515,500
Dynex Capital, Inc. 141,000 1,965,188
Eastgroup Properties, Inc. 18,000 360,000
Equity Inns, Inc. 198,000 3,118,500
Essex Property Trust, Inc. 31,000 1,061,750
Excel Realty Trust, Inc. 7,000 210,875
FAC Realty, Inc. 96,000 756,000
Felcor Suite Hotels, Inc. 44,000 1,611,500
First Industrial Realty Trust, Inc. 96,000 3,324,000
Glimcher Realty Trust (SBI) 93,000 2,063,438
Health Care, Inc. 73,000 1,902,563
Home Properties of NY, Inc. 26,000 708,500
Hospitality Properties Trust (SBI) 148,000 5,263,250
INMC Mortgage Holdings, Inc. 168,000 3,990,000
IRT Property Co. 133,000 1,629,250
Irvine Apartment Communities, Inc. 71,000 2,183,250
Koger Equity, Inc. 51,000 1,102,875
MGI Properties, Inc. 25,000 575,000
Manufactured Home Communities, Inc. 55,000 1,375,000
Merry Land & Investment Co., Inc. 187,484 4,089,495
Mid-Atlantic Realty Trust 24,000 324,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - CONTINUED
National Golf Properties, Inc. 31,000 $ 1,005,563
Nationwide Health Properties, Inc. 159,000 3,587,438
Oasis Residential, Inc. 59,000 1,320,125
Omega Healthcare Investors, Inc. 60,000 2,160,000
Pacific Gulf Properties, Inc. 59,000 1,334,875
Price, Inc. CL B 45,000 1,771,875
Realty Income Corp. 45,000 1,175,625
Sun Communities, Inc. 32,000 1,116,000
Sunstone Hotel Investors, Inc. 66,000 1,159,125
Tanger Factory Outlet Centers, Inc. 9,200 262,200
Trinet Corporate Realty Trust, Inc. 77,000 2,786,438
Urban Shopping Centers, Inc. 51,000 1,651,125
70,887,073
TOTAL CONSTRUCTION & REAL ESTATE 101,326,711
DURABLES - 7.4%
AUTOS, TIRES, & ACCESSORIES - 1.7%
Arvin Industries, Inc. 58,000 2,171,375
Autocam Corp. 7,350 104,738
Borg-Warner Automotive, Inc. 32,000 1,744,000
ESCO Electronics Corp. (trust receipt) (a) 47,000 807,813
Mascotech, Inc. 117,000 2,223,000
Navistar International Corp. (a) 95,000 2,202,813
SPX Corp. 27,000 1,761,750
Standard Products Co. 47,000 1,263,125
Superior Industries International, Inc. 67,000 1,788,063
14,066,677
CONSUMER DURABLES - 1.1%
Ballantyne of Omaha, Inc. 30,300 507,525
Blount International, Inc. Class A 19,000 998,688
Department 56, Inc. (a) 109,000 3,290,438
Sola Group Ltd. (a) 127,000 4,333,875
9,130,526
CONSUMER ELECTRONICS - 0.1%
Royal Appliance Manufacturing Co. 85,000 669,375
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
HOME FURNISHINGS - 1.7%
Ethan Allen Interiors, Inc. 200,000 $ 7,087,500
Furniture Brands International, Inc. (a) 249,000 4,170,750
Kinetic Concepts, Inc. 61,000 1,159,000
O'Sullivan Industries Holdings, Inc. (a) 102,300 1,419,413
Stanley Furniture Co, Inc. (a) 11,000 272,250
Winsloew Furniture, Inc. (a) 22,000 311,438
14,420,351
TEXTILES & APPAREL - 2.8%
Crown Crafts, Inc. 11,000 164,313
Culp, Inc. 26,000 494,000
Dexter Corp. 62,000 2,433,500
Fieldcrest Cannon, Inc. (a) 66,000 2,206,875
Kellwood Co. 42,000 1,451,625
Mohawk Industries, Inc. (a) 155,000 4,766,250
Novel Denim Holdings Ltd. 300 6,075
Pacific Sunwear of California, Inc. (a) 167,000 4,613,375
Phillips-Van Heusen Corp. 79,000 1,125,750
Supreme International Corp. (a) 15,500 187,938
Westpoint Stevens, Inc. Class A (a) 144,000 5,904,000
23,353,701
TOTAL DURABLES 61,640,630
ENERGY - 6.8%
COAL - 0.5%
Zeigler Coal Holding Co. 233,000 4,164,875
ENERGY SERVICES - 4.9%
Carbo Ceramics, Inc. 6,000 198,750
Cliffs Drilling Co. (a) 70,000 5,088,125
Dawson Geophysical Co. (a) 3,000 64,125
Marine Drilling Companies, Inc. (a) 180,000 5,332,500
Maverick Tube Corp. (a) 138,000 4,864,500
Oceaneering International, Inc. (a) 135,000 3,349,688
Pool Energy Services Co. (a) 61,000 2,070,188
Santa Fe International Corp. 1,900 93,456
SEACOR SMIT, Inc. (a) 205,000 13,350,625
Transcoastal Marine Services, Inc. 600 14,925
Tuboscope, Inc. (a) 68,000 2,159,000
UTI Energy Corp. (a) 93,000 4,150,125
40,736,007
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - 1.4%
Cabot Oil & Gas Corp. Class A 70,000 $ 1,680,000
HS Resources, Inc. (a) 24,000 423,000
Holly Corp. 16,000 424,000
Houston Exploration Co. (a) 80,000 1,940,000
National-Oilwell, Inc. (a) 47,000 3,598,438
Patina Oil & Gas Corp. (a) 46,000 448,500
Tesoro Petroleum Corp. (a) 108,000 1,755,000
Veritas DGC, Inc. (a) 50,000 2,046,875
12,315,813
TOTAL ENERGY 57,216,695
FINANCE - 19.0%
BANKS - 4.6%
CCB Financial Corp. 53,000 4,823,000
CNB Bancshares, Inc. 13,000 518,375
City National Corp. 189,500 5,696,844
Cullen Frost Bankers, Inc. 28,000 1,414,000
First Midwest Bankcorp, Inc. 13,000 471,250
Imperial Bancorp (a) 72,000 3,141,000
Magna Group, Inc. (a) 94,000 3,713,000
North Fork Bancorp., Inc. 164,000 4,827,750
ONBANCorp, Inc. 70,000 4,545,625
Peoples Heritage Financial Group, Inc. 47,000 1,850,625
Silicon Valley Bancshares (a) 25,000 1,365,625
Trans Financial, Inc. 25,000 800,000
UAB Financial Corp. 22,050 1,135,575
USBANCORP, Inc. Pennsylvania 22,000 1,430,000
Westamerica Bancorporation 30,000 2,640,000
38,372,669
CLOSED END INVESTMENT COMPANY - 4.1%
Austria Fund, Inc. 342,400 3,252,800
Brazil Fund, Inc. 40,000 862,500
Central European Equity Fund 80,000 1,850,000
Chile Fund, Inc. 29,000 652,500
Emerging Markets Telecommunication Fund, Inc. 40,000 637,500
Emerging Germany Fund, Inc. 317,500 3,373,438
Emerging Markets Infrastructure Fund, Inc. 200,000 2,350,000
First Australia Fund, Inc. 33,000 245,438
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
CLOSED END INVESTMENT COMPANY - CONTINUED
GT Global Eastern Europe Fund 29,933 $ 490,153
Growth Fund of Spain, Inc. 260,000 4,030,000
Invesco Global Health Sciences Fund 15,000 259,688
Italy Fund, Inc. (The) 170,000 1,615,000
Mexico Fund, Inc. (The) 50,000 934,375
Morgan Stanley Emerging Markets Fund, Inc. 46,000 618,125
Morgan Stanley Asia-Pacific Fund, Inc. 100,000 806,250
New Germany Fund, Inc. (The) 300,000 4,481,250
Portugal Fund, Inc. 50,000 843,750
Scudder New Europe Fund, Inc. 28,000 434,000
Scudder New Asia Fund, Inc. 20,000 210,000
Singapore Fund, Inc. 19,000 166,250
Southern Africa Fund, Inc. 25,200 400,050
Spain Fund, Inc. 200,000 2,825,000
TCW/DW Emerging Markets Opportunities Trust (SBI) 45,000 559,688
Taiwan Fund, Inc. 85,000 1,540,625
Templeton Dragon Fund, Inc. 55,200 707,250
34,145,630
CREDIT & OTHER FINANCE - 2.0%
AmeriCredit Corp. (a) 190,900 5,548,031
Cash America Investments, Inc. 59,000 696,938
Consumer Portfolio Services, Inc. (a) 52,000 650,000
Life Bancorp, Inc. 40,000 1,212,500
Money Store, Inc. 250,500 7,107,938
New Century Financial Corp. 2,400 38,400
Triad Guaranty, Inc. (a) 63,000 1,858,500
17,112,307
INSURANCE - 5.4%
Acceptance Insurance Co., Inc. 29,000 674,250
Alfa Corp. 15,000 243,750
Allied Group, Inc. 51,000 2,409,750
American Heritage Life Investment Corp. 15,000 530,625
CMAC Investments 117,600 6,431,250
Capital Re Corp. 53,000 3,123,688
Chartwell Re Corp. 33,000 1,068,375
Citizens Corp. 20,000 586,250
Delphi Financial Group, Inc. Class A 53,244 2,196,315
Enhance Financial Services Group Corp. 36,000 1,901,250
First American Financial Corp. 21,000 1,265,250
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Fremont General Corp. 33,000 $ 1,538,625
Frontier Insurance Group, Inc. 100,000 3,368,750
Guaranty National Corp. 50,000 1,784,375
Harleysville Group Inc. 24,000 612,000
Horace Mann Educators Corp. 39,000 2,193,750
Liberty Corp. (The) 27,000 1,155,938
Life RE Corp. 28,000 1,543,500
MFC Bancorp Ltd. 107,500 1,075,000
Medical Assurance, Inc. (a) 17,000 474,938
Mutual Risk Management Ltd. 36,000 933,750
Orion Capital Corp. 34,000 1,530,000
Penn Treaty American Corp. (a) 16,000 514,000
Philadelphia Consolidated Holding Corp. (a) 52,000 1,917,500
Poe & Associates, Inc. 4,900 202,125
RLI Corp. 22,000 913,000
Reinsurance Group of America, Inc. 30,000 1,175,625
Selective Insurance Group, Inc. 16,000 866,000
State Auto Financial Corp. 10,000 280,000
Titan Holdings, Inc. 15,000 307,500
Vesta Insurance Group Corp. 45,000 2,615,625
45,432,754
SAVINGS & LOANS - 2.8%
Albank Financial Corp. 54,000 2,497,500
CFSB Bancorp, Inc. 3,000 93,750
California Federal Bank FSB (a):
contingent litigation recovery rights 24,640 498,960
secondary contingent litigation recovery
participation interest 38,540 857,515
CenFed Financial Corp. 39,547 1,596,710
CitFed Bancorp, Inc. 22,500 1,108,125
Coast Savings Financial, Inc. (a) 48,000 2,817,000
First Colorado Bancorp., Inc. 9,900 201,713
First Liberty Financial Corp. 7,500 197,813
FirstFed Financial Corp. (a) 27,000 945,000
Flushing Financial Corp. 18,000 391,500
Golden State Bancorp.(a) 182,000 6,051,500
Reliance Bancorp., Inc. 6,000 193,500
St. Paul Bancorp., Inc. 87,000 2,088,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
SAVINGS & LOANS - CONTINUED
Sovereign Bancorp., Inc. 113,000 $ 2,005,750
Webster Financial Corp. Waterbury, Conn. 26,000 1,602,250
23,146,586
SECURITIES INDUSTRY - 0.1%
Southwest Securities Group, Inc. 18,000 400,500
TOTAL FINANCE 158,610,446
HEALTH - 3.1%
DRUGS & PHARMACEUTICALS - 0.2%
Alpharma, Inc. Class A 59,000 1,301,688
Alpharma, Inc. Class A Rights 11/25/97 (a) 9,833 55,311
Optek Technology, Inc. (a) 7,000 126,875
1,483,874
MEDICAL EQUIPMENT & SUPPLIES - 0.8%
Bindley Western Industries, Inc. 39,000 1,096,875
Computer Motion, Inc. 73,400 862,450
Datascope Corp. (a) 43,200 1,042,200
EMPI, Inc. (a) 31,800 699,600
Marquette Medical Systems, Inc. (a) 12,000 309,000
Maxxim Medical, Inc. (a) 21,000 469,875
Perrigo Co. (a) 170,000 2,613,750
7,093,750
MEDICAL FACILITIES MANAGEMENT - 2.1%
American HomePatient, Inc. (a) 30,000 772,500
Hooper Holmes, Inc. 51,000 752,250
Integrated Health Services, Inc. 198,000 6,286,500
Mariner Health Group, Inc. (a) 156,000 2,291,250
Matria Healthcare, Inc. 39,000 238,875
NovaCare, Inc. (a) 222,000 2,899,875
Quest Diagnostics, Inc. (a) 20,000 333,750
Universal Health Services, Inc. Class B (a) 81,000 3,569,063
17,144,063
TOTAL HEALTH 25,721,687
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 4.2%
ELECTRICAL EQUIPMENT - 1.7%
Avid Technology, Inc. (a) 176,000 $ 5,027,000
C&D Technologies, Inc. 35,000 1,540,000
Hughes Supply, Inc. 109,300 3,811,838
Mas Technology Ltd. 300 4,613
MagneTek, Inc. (a) 143,000 2,904,688
Thomas Industries, Inc. 14,000 420,000
13,708,139
INDUSTRIAL MACHINERY & EQUIPMENT - 2.4%
Alamo Group, Inc. 6,000 126,000
Applied Industrial Technologies, Inc. 28,500 828,281
Applied Power, Inc. Class A 43,000 2,660,625
Commercial Intertech Corp. 135,000 2,193,750
Gehl Co. (a) 11,000 231,172
Graco, Inc. 11,200 433,300
IDEX Corp. 19,000 638,875
Kaydon Corp. 42,000 1,275,750
Lincoln Electric Co. 4,000 151,000
MTS Systems Corp. 10,300 391,400
Manitowoc Co., Inc. 105,000 3,182,813
Regal-Beloit Corp. 47,000 1,263,125
Robbins & Myers, Inc. 40,000 1,515,000
Terex Corp. (a) 40,000 842,500
Valmont Industries, Inc. 37,000 846,375
Varlen Corp. 16,000 604,000
Watkins-Johnson Co. 53,000 1,643,000
Watts Industries, Inc. Class A 60,000 1,522,500
20,349,466
POLLUTION CONTROL - 0.1%
Casella Waste Systems, Inc. Class A 1,800 39,825
Superior Services, Inc. (a) 30,000 802,500
842,325
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 34,899,930
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - 3.9%
ENTERTAINMENT - 0.0%
Harveys Casino Resorts 12,000 $ 226,500
LEISURE DURABLES & TOYS - 0.8%
Authentic Fitness Corp. 94,000 1,645,000
Polaris Industries, Inc. 81,000 2,465,438
Russ Berrie & Co., Inc. 35,000 953,750
Steinway Musical Instruments, Inc. (a) 39,000 926,250
T-HQ, Inc. 31,000 515,375
6,505,813
LODGING & GAMING - 1.0%
Prime Hospitality Corp. (a) 299,000 6,092,125
Rio Hotel & Casino, Inc. (a) 106,000 2,325,375
Servico, Inc. (a) 25,000 398,438
8,815,938
PUBLISHING - 0.2%
Franklin Covey Co. (a) 29,000 650,688
McClatchy Newspapers, Inc. Class A 20,500 672,656
1,323,344
RESTAURANTS - 1.9%
CKE Restaurants, Inc. 112,000 4,473,000
Einstein / Noah Bagel Corp. (a) 358,000 2,975,875
Foodmaker, Inc. (a) 222,000 3,649,125
Ruby Tuesday, Inc. (a) 43,000 1,169,063
Ryan's Family Steak Houses, Inc. (a) 150,000 1,293,750
ShowBiz Pizza Time, Inc. (a) 107,000 2,273,750
15,834,563
TOTAL MEDIA & LEISURE 32,706,158
NONDURABLES - 4.1%
AGRICULTURE - 0.2%
Michael Foods, Inc. 62,000 1,581,000
BEVERAGES - 0.7%
Canadaigua Wine Co. Class A (a) 83,000 4,118,875
Coors (Adolph) Co. Class B 53,000 1,871,563
5,990,438
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
FOODS - 1.1%
Earthgrains Co. 54,000 $ 2,220,750
International Multifoods Corp. 49,000 1,445,500
J & J Snack Foods Corp. (a) 14,000 238,000
Morningstar Group, Inc. (a) 39,000 1,667,250
Pilgrims Pride Corp. 7,900 103,688
Smithfield Foods, Inc. (a) 78,000 2,330,250
Suiza Foods Corp. (a) 30,000 1,511,250
Tasty Baking Co. 11,000 243,375
9,760,063
HOUSEHOLD PRODUCTS - 1.3%
Aptargroup, Inc. 34,000 1,867,875
Church & Dwight Co., Inc. 42,000 1,210,125
Helen of Troy Corp. (a) 109,000 1,812,125
Safeskin Corp. (a) 80,000 3,630,000
Windmere-Durable Holdings, Inc. 91,000 2,058,875
10,579,000
TOBACCO - 0.8%
Dimon, Inc. 57,000 1,478,438
Schweitzer-Mauduit International, Inc. 53,000 2,232,625
Universal Corp. 78,000 2,998,125
6,709,188
TOTAL NONDURABLES 34,619,689
RETAIL & WHOLESALE - 10.6%
APPAREL STORES - 3.3%
Buckle, Inc. (The) (a) 40,000 1,080,000
Burlington Coat Factory Warehouse Corp. 163,000 2,699,688
Cato Corp. Class A 65,000 556,563
Dress Barn, Inc. (a) 98,000 2,486,750
Footstar, Inc. 156,500 4,254,844
Genesco, Inc. (a) 67,000 850,063
Ross Stores, Inc. 408,000 15,249,000
27,176,908
APPLIANCE STORES - 0.3%
Cellstar Corp. (a) 82,500 2,799,844
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - 3.9%
Ames Department Stores (a) 104,000 $ 1,618,500
Carson Pirie Scott & Co. (a) 39,000 1,879,313
Family Dollar Stores, Inc. 202,500 4,758,750
Freds, Inc. Class A 14,000 311,500
MacFrugals Bargains Closeouts, Inc. (a) 111,000 3,774,000
Meyer (Fred), Inc. (a) 319,400 9,122,863
Michaels Stores, Inc. (a) 137,000 4,118,563
Shopko Stores, Inc. (a) 134,000 3,358,375
Stein Mart, Inc. (a) 121,000 3,539,250
32,481,114
GROCERY STORES - 0.4%
Fleming Companies, Inc. 202,000 3,408,750
RETAIL & WHOLESALE, MISCELLANEOUS - 2.7%
Cameron Ashley, Inc. (a) 15,700 272,788
Cole National Corp. Class A (a) 17,000 720,375
Creative Computers, Inc. (a) 34,300 518,788
Damark International, Inc. Class A (a) 70,000 813,750
Finish Line, Inc. Class A 104,000 1,755,000
Funco, Inc. (a) 19,000 389,500
Hancock Fabrics, Inc. 15,000 203,438
Pier 1 Imports, Inc. 235,500 4,297,875
Tiffany & Co., Inc. 168,000 6,636,000
Trend-Lines, Inc. Class A (a) 10,000 73,750
Tuesday Morning Corp. (a) 85,000 2,061,250
Zale Corp. (a) 185,000 4,671,250
22,413,764
TOTAL RETAIL & WHOLESALE 88,280,380
SERVICES - 1.7%
ADVERTISING - 0.1%
ADVO, Inc. (a) 57,000 1,278,938
LEASING & RENTAL - 0.4%
Cort Business Services Corp. (a) 12,000 436,500
Leasing Solutions, Inc. (a) 71,000 1,641,875
Rental Service Corp. 12,000 321,000
Renters Choice, Inc. (a) 52,000 1,157,000
3,556,375
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - CONTINUED
PRINTING - 0.7%
CSS Industries, Inc. (a) 7,000 $ 247,625
Consolidated Graphics, Inc. (a) 39,000 2,023,125
Merrill Corp. 25,000 559,375
New England Business Service, Inc. 41,000 1,194,125
Valassis Communications, Inc. (a) 62,000 1,829,000
5,853,250
SERVICES - 0.5%
Borg Warner Security Corp. (a) 11,900 201,556
CorporateFamily Solutions, Inc. 60,100 893,988
Day Runner, Inc. (a) 20,000 806,250
Lawyers Title Corp. 26,000 825,500
Pittston Co. (Burlington Group) 42,000 1,141,875
3,869,169
TOTAL SERVICES 14,557,732
TECHNOLOGY - 7.8%
COMMUNICATIONS EQUIPMENT - 0.6%
Davox Corp. (a) 42,000 1,501,500
ITI Technologies, Inc. (a) 69,000 1,768,125
Network Equipment Technologies (a) 84,000 1,428,000
4,697,625
COMPUTER SERVICES & SOFTWARE - 2.3%
CompuCom Systems, Inc. 81,000 764,438
Computer Task Group, Inc. 54,000 1,525,500
Inacom Corp. (a) 160,000 4,930,000
MicroAge, Inc. 160,000 3,520,000
National Computer System, Inc. 20,000 760,000
Symantec Corp. (a) 319,000 6,978,125
Systems & Computer Technology Corp. (a) 20,000 862,500
19,340,563
COMPUTERS & OFFICE EQUIPMENT - 1.0%
Accent Color Sciences, Inc. 47,500 178,125
CHS Electronics, Inc. (a) 69,000 1,686,188
Merisel, Inc. 151,000 613,438
Stratus Computer, Inc. (a) 115,000 4,068,125
Telxon Corp. 59,000 1,519,250
8,065,126
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONIC INSTRUMENTS - 1.2%
Berg Electronics Corp. (a) 28,000 $ 654,500
Electro Scientific Industries, Inc. (a) 26,000 1,261,000
Fisher Scientific International, Inc. 31,000 1,426,000
Fluke Corp. 66,000 1,588,125
Waters Corp. (a) 122,000 5,368,000
10,297,625
ELECTRONICS - 2.6%
Audiovox Corp. Class A (a) 124,000 1,123,750
Continental Circuits Corp. (a) 13,000 232,375
DII Group, Inc. (a) 116,000 2,856,500
Dallas Semiconductor Corp. 110,000 5,376,250
Esterline Technologies Corp. (a) 30,000 1,091,250
Galileo Technology Ltd. 200 6,875
Griffon Corp. (a) 35,100 555,019
Integrated Circuit Systems, Inc. (a) 80,000 2,740,000
MMC Networks, Inc. 600 13,125
Photronics, Inc. (a) 116,000 4,973,500
Rexel, Inc. (a) 141,000 3,154,875
22,123,519
PHOTOGRAPHIC EQUIPMENT - 0.1%
Panavision, Inc. (a) 19,000 473,813
TOTAL TECHNOLOGY 64,998,271
TRANSPORTATION - 3.2%
AIR TRANSPORTATION - 0.6%
Alaska Air Group, Inc. (a) 119,000 3,971,625
Mesaba Holdings, Inc. (a) 20,000 412,500
SkyWest, Inc. 25,000 606,250
4,990,375
RAILROADS - 0.1%
Westinghouse Air Brake Co. 32,000 794,000
SHIPPING - 0.4%
Trico Marine Services, Inc. (a) 90,000 3,307,500
TRUCKING & FREIGHT - 2.1%
Arkansas Best Corp. (a) 55,000 632,500
Arnold Industries, Inc. 34,000 722,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - CONTINUED
Circle International Group, Inc. 45,700 $ 1,148,213
Consolidated Freightways Corp. 166,000 2,344,750
Hub Group, Inc. Class A (a) 13,000 396,500
M.S. Carriers, Inc. (a) 34,000 861,688
Rollins Truck Leasing Corp. 82,000 1,363,250
USFreightways Corp. 142,000 4,597,250
Werner Enterprises, Inc. 68,000 1,649,000
XTRA Corp. 15,000 756,563
Yellow Corp. (a) 102,000 2,798,625
17,270,839
TOTAL TRANSPORTATION 26,362,714
UTILITIES - 3.7%
CELLULAR - 0.0%
Iridium World Communications Ltd. Class A 5,400 202,838
ELECTRIC UTILITY - 2.1%
Atlantic Energy, Inc. 106,900 1,970,969
Calpine Corp. (a) 113,000 1,793,875
Public Service Co. of New Mexico 281,000 5,461,938
Rochester Gas & Electric Corp. 170,000 4,281,875
SIGCORP, Inc. 30,000 783,750
TNP Enterprises, Inc. 3,800 96,425
United Illuminating Co. 84,000 3,276,000
WPS Resources Corp. 5,200 150,475
17,815,307
GAS - 1.0%
Indiana Energy, Inc. 31,000 885,438
MDU Resources Group, Inc. 57,800 1,640,075
New Jersey Resources Corp. 20,000 647,500
ONEOK, Inc. 79,347 2,722,478
Santa Fe Pacific Pipeline Partners LP unit 9,000 406,125
UGI Corp. 75,000 2,015,625
8,317,241
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 0.6%
Aliant Communications, Inc. 33,000 $ 845,625
Metromedia Fiber Network, Inc. Class A 1,100 26,400
USLD Communications Corp. (a) 200,000 3,962,500
4,834,525
TOTAL UTILITIES 31,169,911
TOTAL COMMON STOCKS
(Cost $635,196,578) 775,203,529
U.S. TREASURY OBLIGATIONS - 0.1%
PRINCIPAL
AMOUNT
U.S. Treasury Bills, yields at date of purchase:
4.93%, 1/2/98 $ 200,000 198,377
4.99% to 5.23%, 1/8/98 750,000 743,059
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $941,436) 941,436
CASH EQUIVALENTS - 7.1%
Taxable Central Cash Fund (b)
(Cost $59,223,942) 59,223,942 59,223,942
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $695,361,956) $ 835,368,907
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.64%. 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 October 31, 1997, the aggregate cost of investment securities for
income tax purposes was $695,427,695. Net unrealized appreciation
aggregated $139,941,212, of which $158,226,342 related to appreciated
investment securities and $18,285,130 related to depreciated
investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS OCTOBER 31, 1997 (UNAUDITED)

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $695,361,956) - $ 835,368,907
SEE ACCOMPANYING SCHEDULE

CASH 426,267

RECEIVABLE FOR INVESTMENTS SOLD 6,082,670

RECEIVABLE FOR FUND SHARES SOLD 4,903,919

DIVIDENDS RECEIVABLE 663,729

INTEREST RECEIVABLE 461,380

REDEMPTION FEES RECEIVABLE 5,681

OTHER RECEIVABLES 110,962

TOTAL ASSETS 848,023,515

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 17,723,412

PAYABLE FOR FUND SHARES REDEEMED 2,167,911

ACCRUED MANAGEMENT FEE 421,499

OTHER PAYABLES AND ACCRUED EXPENSES 228,111

TOTAL LIABILITIES 20,540,933

NET ASSETS $ 827,482,582

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 634,444,977

UNDISTRIBUTED NET INVESTMENT INCOME 2,462,752

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 50,567,902
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 140,006,951

NET ASSETS, FOR 49,785,871 SHARES OUTSTANDING $ 827,482,582

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE $16.62
($827,482,582 (DIVIDED BY) 49,785,871 SHARES)

MAXIMUM OFFERING PRICE PER SHARE (100/97.00 OF $16.62) $17.13

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED OCTOBER 31, 1997 (UNAUDITED)

INVESTMENT INCOME $ 3,366,136
DIVIDENDS

INTEREST 2,012,696

TOTAL INCOME 5,378,832

EXPENSES

MANAGEMENT FEE $ 2,003,580
BASIC FEE

PERFORMANCE ADJUSTMENT (92,758)

TRANSFER AGENT FEES 894,248

ACCOUNTING FEES AND EXPENSES 167,875

NON-INTERESTED TRUSTEES' COMPENSATION 1,215

CUSTODIAN FEES AND EXPENSES 15,450

REGISTRATION FEES 67,235

AUDIT 19,219

LEGAL 3,500

MISCELLANEOUS 2,135

TOTAL EXPENSES BEFORE REDUCTIONS 3,081,699

EXPENSE REDUCTIONS (169,615) 2,912,084

NET INVESTMENT INCOME 2,466,748

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

INVESTMENT SECURITIES 49,732,825

FUTURES CONTRACTS 1,082,280 50,815,105

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON 85,321,824
INVESTMENT SECURITIES

NET GAIN (LOSS) 136,136,929

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 138,603,677
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1997 APRIL 30,
(UNAUDITED) 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 2,466,748 $ 2,254,063
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 50,815,105 11,234,384

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 85,321,824 (32,500,724)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 138,603,677 (19,012,277)
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (1,770,673) (465,966)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (8,852,881) (23,807,815)

TOTAL DISTRIBUTIONS (10,623,554) (24,273,781)

SHARE TRANSACTIONS 356,996,808 341,395,048
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 10,537,546 24,127,354

COST OF SHARES REDEEMED (119,034,121) (427,019,838)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 248,500,233 (61,497,436)
FROM SHARE TRANSACTIONS

REDEMPTION FEES 336,719 875,845

TOTAL INCREASE (DECREASE) IN NET ASSETS 376,817,075 (103,907,649)

NET ASSETS

BEGINNING OF PERIOD 450,665,507 554,573,156

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 827,482,582 $ 450,665,507
INCOME OF $2,462,752 AND $2,279,590, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 22,120,394 25,235,333

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 742,603 1,776,683

REDEEMED (7,591,808) (32,432,593)

NET INCREASE (DECREASE) 15,271,189 (5,420,577)

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
SIX MONTHS ENDED YEARS ENDED APRIL 30, JUNE 28, 1993
OCTOBER 31, 1997 (COMMENCEMENT
OF OPERATIONS) TO
APRIL 30,

(UNAUDITED) 1997 1996 1995 1994

</TABLE>

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

NET ASSET VALUE, BEGINNING $ 13.06 $ 13.89 $ 10.93 $ 10.61 $ 10.00
OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME .06 D .06 D .07 .05 .02

NET REALIZED AND 3.79 (.39) 3.74 .28 .65
UNREALIZED GAIN (LOSS)

TOTAL FROM INVESTMENT 3.85 (.33) 3.81 .33 .67
OPERATIONS

LESS DISTRIBUTIONS (.05) (.01) (.08) (.01) -
FROM NET INVESTMENT
INCOME

IN EXCESS OF NET - - - - (.02)
INVESTMENT INCOME

FROM NET REALIZED GAIN (.25) (.51) (.77) - -

IN EXCESS OF NET - - - - (.04)
REALIZED GAIN

TOTAL DISTRIBUTIONS (.30) (.52) (.85) (.01) (.06)

REDEMPTION FEES ADDED TO .01 .02 - - -
PAID IN CAPITAL

NET ASSET VALUE, END OF PERIOD $ 16.62 $ 13.06 $ 13.89 $ 10.93 $ 10.61

TOTAL RETURN B, C 29.95% (2.38)% 35.72% 3.12% 6.70%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 827,483 $ 450,666 $ 554,573 $ 562,736 $ 661,804
(000 OMITTED)

RATIO OF EXPENSES TO AVERAGE .97% A .95% 1.01% .97% 1.20% A
NET ASSETS

RATIO OF EXPENSES TO AVERAGE .91% A, .90% .99% .90% E 1.18% A,
NET ASSETS AFTER EXPENSE E E E E
REDUCTIONS

RATIO OF NET INVESTMENT INCOME .77% A .41% .39% .40% .03% A
TO AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 87% A 176% 192% 182% 210% A

AVERAGE COMMISSION RATE F $ .0355 $ .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 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 October 31, 1997 (Unaudited)

17. 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 foreign
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 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, 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. Effective November 15, 1997, the fee was
increased to 1.50%.
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.
18. 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
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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.
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, Inc., 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. Income distributions 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 or if the counterparties do not perform under the
contracts' terms. Gains (losses) are realized upon the expiration or
closing of the futures contracts. Futures contracts are valued at the
settlement price established each day by the board of trade or
exchange on which they are traded.
19. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $491,084,337 and $247,026,833, respectively.
The market value of futures contracts opened and closed during the
period amounted to $59,772,535 and $60,854,815, respectively.
20. 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
assets of all the mutual funds advised by FMR. The rates ranged from
.2500% to .5200% for the period. The annual individual fund fee rate
is .35%. 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 basic fee is subject to a performance adjustment (up to a maximum
of (plus/minus).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 annualized rate of
.60% 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 $609,538 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 annualized rate of .28% 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 $104,045 for the
period.
21. 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 $153,075 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 $4,456 and $12,084, respectively, under these arrangements.
DISTRIBUTIONS

The Board of Trustees of Fidelity Small Cap Stock Fund voted to pay on
December 8, 1997, to shareholders of record at the opening of business
on December 5, 1997, a distribution of $.89 per share derived from
capital gains realized from sales of portfolio securities and a
dividend of $.08 per share from net investment income.

MANAGING YOUR INVESTMENTS

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

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
Robert C. Pozen, Senior Vice President
William J. Hayes, Vice President
Robert A. Lawrence, Vice President
Bradford Lewis, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
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(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
TechnoQuantGrowth Fund
SM
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 1-800-544-5555
(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
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