FIDELITY COMMONWEALTH TRUST, N-30D, 1998-06-15

FIDELITY COMMONWEALTH TRUST
N-30D, 1998-06-15

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(2_FIDELITY_LOGOS)FIDELITY

INTERMEDIATE BOND
FUND
ANNUAL REPORT
APRIL 30, 1998
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.

REPORT OF INDEPENDENT 32 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 33

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:
Low interest rates and subdued inflation were two main factors that
bolstered stock and bond markets in the U.S. during the first four
months of 1998. The stock market continued to soar to record heights
as corporate earnings proved to be stronger than expected and
investors shrugged off concerns about the effects of economic
difficulties in Asia. The Federal Reserve Board continued its steady
interest rate policy, which boosted the performance of bonds.
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 10 year total returns
would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY INTERMEDIATE BOND 8.70% 33.48% 113.77%

LB INT GOVT/CORP BOND 8.94% 34.50% 120.46%

SHORT INTERMEDIATE INVESTMENT GRADE 7.65% 30.12% 106.55%
DEBT FUNDS AVERAGE

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you 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. To measure how the fund's performance stacked up against its
peers, you can compare it to the short intermediate investment grade
debt funds average, which reflects the performance of mutual funds
with similar objectives tracked by Lipper Analytical Services, Inc.
The past one year average represents a peer group of 94 mutual funds.
These benchmarks reflect reinvestment of dividends and capital gains,
if any, and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY INTERMEDIATE BOND 8.70% 5.95% 7.89%

LB INT GOVT/CORP BOND 8.94% 6.11% 8.23%

SHORT INTERMEDIATE INVESTMENT GRADE 7.65% 5.40% 7.51%
DEBT FUNDS AVERAGE

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)
$10,000 OVER 10 YEARS
Intermediate Bond LB Intermediate Govt/Corp
00032 LB007
1988/04/30 10000.00 10000.00
1988/05/31 9944.44 9955.78
1988/06/30 10117.30 10114.46
1988/07/31 10110.45 10092.98
1988/08/31 10133.77 10108.14
1988/09/30 10299.03 10283.49
1988/10/31 10435.37 10423.21
1988/11/30 10374.81 10334.28
1988/12/31 10399.60 10343.37
1989/01/31 10509.70 10452.02
1989/02/28 10490.05 10408.81
1989/03/31 10539.11 10453.79
1989/04/30 10697.37 10662.74
1989/05/31 10903.04 10874.48
1989/06/30 11151.58 11148.62
1989/07/31 11368.90 11377.53
1989/08/31 11217.60 11230.48
1989/09/30 11278.03 11283.54
1989/10/31 11513.38 11522.06
1989/11/30 11602.69 11632.22
1989/12/31 11628.63 11664.06
1990/01/31 11512.17 11589.27
1990/02/28 11543.58 11631.46
1990/03/31 11546.45 11646.62
1990/04/30 11471.41 11606.20
1990/05/31 11730.63 11457.12
1990/06/30 11882.93 12020.06
1990/07/31 12037.94 12186.82
1990/08/31 11939.76 12136.79
1990/09/30 12033.88 12230.53
1990/10/31 12141.88 12372.53
1990/11/30 12347.37 12125.93
1990/12/31 12505.83 12732.07
1991/01/31 12627.60 12861.19
1991/02/28 12718.02 12964.02
1991/03/31 12786.84 13052.20
1991/04/30 12917.70 13194.45
1991/05/31 12974.48 13275.56
1991/06/30 12966.07 13284.91
1991/07/31 13115.94 13432.97
1991/08/31 13370.33 13689.42
1991/09/30 13623.95 13924.91
1991/10/31 13749.10 14083.83
1991/11/30 13858.33 14245.54
1991/12/31 14318.89 14593.46
1992/01/31 14107.23 14461.32
1992/02/29 14175.82 14518.42
1992/03/31 14113.52 14461.32
1992/04/30 14185.68 14588.41
1992/05/31 14426.72 14814.54
1992/06/30 14623.98 15033.86
1992/07/31 14979.90 15332.76
1992/08/31 15099.17 15486.13
1992/09/30 15200.65 15696.35
1992/10/31 15033.24 15492.70
1992/11/30 14956.04 15433.83
1992/12/31 15189.38 15640.51
1993/01/31 15541.60 15944.72
1993/02/28 15855.87 16196.12
1993/03/31 15930.42 16260.55
1993/04/30 16015.28 16391.43
1993/05/31 16023.38 16355.05
1993/06/30 16358.42 16611.75
1993/07/31 16513.97 16652.43
1993/08/31 16868.91 16916.47
1993/09/30 16930.64 16986.71
1993/10/31 17035.04 17032.19
1993/11/30 16933.09 16937.19
1993/12/31 17006.04 17014.76
1994/01/31 17205.08 17203.75
1994/02/28 16860.74 16949.32
1994/03/31 16557.79 16669.61
1994/04/30 16483.91 16556.17
1994/05/31 16457.32 16567.28
1994/06/30 16476.58 16569.56
1994/07/31 16644.93 16808.08
1994/08/31 16665.43 16860.63
1994/09/30 16584.93 16705.49
1994/10/31 16590.05 16703.22
1994/11/30 16609.24 16627.42
1994/12/31 16664.42 16686.29
1995/01/31 16855.81 16967.51
1995/02/28 17092.02 17319.47
1995/03/31 17201.79 17418.52
1995/04/30 17360.82 17633.53
1995/05/31 17799.76 18166.66
1995/06/30 17907.16 18288.44
1995/07/31 17894.90 18290.97
1995/08/31 18058.70 18457.48
1995/09/30 18172.63 18591.14
1995/10/31 18380.32 18798.32
1995/11/30 18604.96 19045.43
1995/12/31 18798.81 19245.04
1996/01/31 18939.60 19411.04
1996/02/29 18726.94 19183.13
1996/03/31 18613.27 19084.34
1996/04/30 18549.36 19016.88
1996/05/31 18523.84 19002.48
1996/06/30 18717.17 19204.36
1996/07/31 18763.91 19261.46
1996/08/31 18772.77 19276.62
1996/09/30 19024.41 19545.20
1996/10/31 19338.49 19890.60
1996/11/30 19592.46 20152.86
1996/12/31 19484.85 20023.75
1997/01/31 19550.10 20101.57
1997/02/28 19568.19 20139.98
1997/03/31 19442.18 20001.01
1997/04/30 19665.18 20235.99
1997/05/31 19813.93 20404.01
1997/06/30 19999.10 20590.23
1997/07/31 20408.74 21009.15
1997/08/31 20297.26 20903.53
1997/09/30 20524.66 21146.60
1997/10/31 20758.17 21380.82
1997/11/30 20786.92 21428.07
1997/12/31 20959.95 21599.37
1998/01/31 21236.66 21882.36
1998/02/28 21214.86 21865.68
1998/03/31 21288.12 21935.92
1998/04/30 21376.90 22045.83
IMATRL PRASUN SHR__CHT 19980430 19980506 125035 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Intermediate Bond Fund on April 30, 1988. As the
chart shows, by April 30, 1998, the value of the investment would have
grown to $21,377 - a 113.77% 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
would have grown to $22,046 - a 120.46% increase.

UNDERSTANDING
PERFORMANCE
HOW A FUND DID YESTERDAY IS
NO GUARANTEE OF HOW IT WILL DO
TOMORROW. BOND PRICES, FOR
EXAMPLE, GENERALLY MOVE IN
THE OPPOSITE DIRECTION OF
INTEREST RATES. IN TURN, THE SHARE
PRICE, RETURN AND YIELD OF A
FUND THAT INVESTS IN BONDS WILL
VARY. THAT MEANS IF YOU SELL
YOUR SHARES DURING A MARKET
DOWNTURN, YOU MIGHT LOSE
MONEY. BUT IF YOU CAN RIDE OUT
THE MARKET'S UPS AND DOWNS,
YOU MAY HAVE A GAIN.
(CHECKMARK)
TOTAL RETURN COMPONENTS
YEARS ENDED APRIL 30,

1998 1997 1996 1995 1994

DIVIDEND RETURN 6.69% 6.61% 6.65% 6.40% 6.49%

CAPITAL RETURN 2.01% -0.59% 0.20% -1.08% -3.56%

TOTAL RETURN 8.70% 6.02% 6.85% 5.32% 2.93%

TOTAL RETURN COMPONENTS include both dividend returns and capital
returns. A dividend return reflects the actual dividends paid by the
fund. A capital 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, if
any, paid by the fund are reinvested.
DIVIDENDS AND YIELD
PERIODS ENDED APRIL 30, 1998 PAST 1 PAST 6 PAST 1
MONTH MONTHS YEAR

DIVIDENDS PER SHARE 5.24(CENTS) 31.98(CENTS) 64.59(CENTS)

ANNUALIZED DIVIDEND RATE 6.26% 6.33% 6.38%

30-DAY ANNUALIZED YIELD 5.63% - -

DIVIDENDS per share show the income paid by the fund for a set period.
If you annualize this number, based on the fund's average share price
of $10.18 over the past one month, $10.19 over the past six months and
$10.13 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.
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
A continued lack of inflationary
pressure resulted in a favorable
investing climate for bonds during
the 12 months that ended April 30,
1998. The Lehman Brothers
Aggregate Bond Index - a broad
gauge of the U.S. taxable bond
market - returned 10.91% during
this period. Bonds enjoyed a
strong rally from May through
September 1997 on the heels of
encouraging economic data, as
well as the Federal Reserve
Board's reluctance to raise
short-term interest rates. In the
fourth quarter of 1997, global
market volatility and historically
low interest rates were the main
stories. When financial problems
erupted in Asia in late October, the
bond market attracted wary stock
investors in search of investments
offering lower volatility. Interest
rates also plummeted, with the
30-year Treasury bond going below
the 6% mark in November. The
Lehman Brothers Corporate Bond
Index returned 12.07% during the
period, as corporate bonds
benefited from continued economic
growth and high demand for
yield. Despite increased
prepayment activity in early 1998
due to lower rates,
mortgage-backed bonds also fared
relatively well. The Lehman
Brothers Mortgage-Backed
Securities Index returned 10.02%
during the period. The period ended
on a positive note as the
Commerce Department reported
that gross domestic product grew
at a stronger-than-expected rate of
4.2% in the first quarter of 1998 and
employment costs grew at a
slower-than-expected pace -
signs of continued strong
economic growth and benign inflation.
However, the Fed tempered this
news slightly with warnings about
the rising prices of stocks and real
estate.
An interview with Christine Thompson, Portfolio Manager of Fidelity
Intermediate Bond Fund
Q. HOW DID THE FUND PERFORM, CHRISTINE?
A. For the 12-month period that ended April 30, 1998, the fund
provided a total return of 8.70%. To get a sense of how the fund did
compared to its competitors, the short intermediate investment grade
debt funds average returned 7.65% for the same 12-month period,
according to Lipper Analytical Services. Additionally, the Lehman
Brothers Intermediate Government/Corporate Bond Index - which tracks
the types of securities in which the fund invests - returned 8.94%
over the past year.
Q. WHAT FACTORS HELPED THE FUND OUTPACE ITS PEERS?
A. I'd point to several factors. The first was that the fund's
duration, which is a measure of its sensitivity to interest rate
changes, was a bit longer than the average for its peers. The fund is
managed with an interest-rate sensitivity that approximates the
market for investment-grade bonds with maturities of between one and
10 years, other than mortgage securities, as represented by the Lehman
Brothers Intermediate Government/Corporate Bond Index. Many other
funds in the peer group were managed with shorter durations or less
interest-rate sensitivity, and lagged as interest rates declined over
the year. Another factor that helped over the past several months was
that some of the fund's corporate bonds were tendered - or bought back
by their issuers - at very attractive prices, such as Bell Cablemedia,
Brooks Fiber and Nabisco.
Q. DID THE FINANCIAL AND ECONOMIC TURMOIL IN SOUTHEAST ASIA AFFECT
YOUR STRATEGY?
A. It certainly opened up some opportunities to buy some attractively
priced Yankee bonds, which are securities issued by foreign
governments and corporations and denominated in U.S. dollars. As the
situation in Asia deteriorated, investors worried what effect the
region's economic slowdown would have on the economic health of the
rest of the world. The trouble and speed with which the turmoil took
its toll on countries like Thailand, Indonesia and Korea prompted a
number of investors to scale back on their entire foreign holdings -
not just those in Southeast Asia. Among the securities affected were
relatively high-quality European corporate bonds and debt issued by
Canadian provinces. Beginning at the end of 1997, I added Canadian
provincial securities at attractive prices. Subsequently, these
Canadian securities performed well because the supply of Canadian
provincial bonds is increasingly limited. Many of the Canadian
provinces are operating with balanced budgets or budget surpluses, and
as a result, are in a mode of reducing, not increasing their debt.
Q. HOW DID SOUTHEAST ASIA AFFECT U.S. CORPORATE BONDS?
A. There was a fairly strong impact on valuations within the domestic
corporate market as well. In addition to concerns about a slowing U.S.
economy resulting from troubles in Asia, we also had a situation at
year-end where there was an acceleration in new issuance. Simply put,
there was pretty high supply and fairly low demand, causing U.S.
corporate bonds to cheapen. In response, I selectively increased the
fund's exposure to bonds issued by companies Fidelity's research team
identified as having improving business prospects. Additionally, the
fund continued to have a fairly large stake in U.S. banks, which
performed well during the past six months thanks to solid asset
quality, strong provisions to cover bad loans, better efficiency and a
wave of merger and acquisition activity. Holdings issued by media and
entertainment companies also performed well, including Time Warner,
TCI and WorldCom.
Q. AT THE END OF THE PERIOD, THE FUND HAD ROUGHLY 6% OF INVESTMENTS IN
MORTGAGE-BACKED SECURITIES. WHAT'S THE ATTRACTION TO THESE SECURITIES
AND HOW DO YOU SELECT THEM?
A. Mortgage-backed securities - which are pools of residential or
commercial mortgage loans - are frequently attractive because they
offer relatively high yields. I invested almost exclusively in
mortgage securities backed by commercial mortgages, rather than home
mortgages, because the impact of prepayment activity is often reduced
through the structure of individual issues. The likelihood that a
mortgage security will be prepaid is important because prepayment can
dramatically affect mortgage securities' prices. In addition to
interest-rate levels - which are the main driver of prepayment
activity of home mortgages - commercial mortgage prepayments are
determined by the terms of the underlying loans and other factors
unique to the security's structure. By carefully analyzing a
security's structure, I generally choose those that have a reduced
likelihood of being prepaid.
Q. WHAT'S YOUR OUTLOOK?
A. Recently the market has afforded increasing opportunities to
exploit price inefficiencies that reflect a bond's maturity, credit
quality and other structural factors. With the help of Fidelity's
research team, I'll work to identify and invest in attractively priced
opportunities as they present themselves.
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 HOW
SHE USES THE LEHMAN
BROTHERS INTERMEDIATE
GOVERNMENT/CORPORATE BOND
INDEX TO MANAGE THE FUND:
"THE LEHMAN BROTHERS
INTERMEDIATE
GOVERNMENT/CORPORATE BOND
INDEX PLAYS AN IMPORTANT ROLE IN
THE MANAGEMENT OF THE FUND. 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. I MANAGE THE
FUND TO HAVE AN OVERALL
INTEREST-RATE SENSITIVITY WHICH
CLOSELY APPROXIMATES THIS
BENCHMARK INDEX. THIS PREVENTS
INTEREST-RATE TIMING DECISIONS
FROM DOMINATING THE PERFORMANCE OF
THE FUND. INSTEAD, I EMPHASIZE
RESEARCH-BASED INVESTMENT
STRATEGIES SUCH AS SECTOR, ISSUER
AND STRUCTURAL COMPOSITION IN
POSITIONING THE FUND. BEYOND
DURATION, THE FUND CAN AND DOES
VARY SIGNIFICANTLY FROM THE INDEX."
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 APRIL 30, 1998,
MORE THAN $3.0 BILLION
MANAGER: CHRISTINE THOMPSON,
SINCE 1995; MANAGER, FIDELITY
U.S. BOND INDEX FUND, SINCE
1990; FIDELITY TARGET TIMELINE
FUNDS, SINCE 1996; FIDELITY
GLOBAL BOND FUND, 1996 TO
1997; JOINED FIDELITY IN 1985
(CHECKMARK)
INVESTMENT CHANGES

QUALITY DIVERSIFICATION AS OF APRIL 30, 1998
(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 3 41.3
2
.
9

AA 5 7.2
.
7

A 2 19.2
1
.
9

BAA 3 24.8
2
.
2

BA 2 5.2
.
7

NOT RATED 3 1.3
.
9

TABLE EXCLUDES SHORT-TERM INVESTMENTS. WHERE MOODY'S RATINGS ARE NOT
AVAILABLE, WE HAVE USED S&P RATINGS. SECURITIES RATED AS "BA" OR BELOW
WERE RATED INVESTMENT GRADE BY OTHER NATIONALLY RECOGNIZED RATING
AGENCIES OR ASSIGNED AN INVESTMENT GRADE RATING AT THE TIME OF
ACQUISITION BY FIDELITY.
AVERAGE YEARS TO MATURITY AS OF APRIL 30, 1998
6 MONTHS AGO

YEARS 5.1 5.3

AVERAGE YEARS TO MATURITY IS BASED ON THE AVERAGE TIME UNTIL PRINCIPAL
PAYMENTS ARE EXPECTED FROM EACH OF THE FUND'S BONDS, WEIGHTED BY
DOLLAR AMOUNT.
DURATION AS OF APRIL 30, 1998
6 MONTHS AGO

YEARS 3.3 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 APRIL 30, 1998* AS OF OCTOBER 31, 1997**

CORPORATE BONDS 66.7%
U.S. GOVERNMENT
AND AGENCY
OBLIGATIONS 21.0%
FOREIGN GOVERNMENT
OBLIGATIONS 3.7%
OTHER 7.9%
SHORT-TERM
INVESTMENTS 0.7%
CORPORATE BONDS 62.1%
U.S. GOVERNMENT
AND AGENCY
OBLIGATIONS 27.9%
FOREIGN GOVERNMENT
OBLIGATIONS 3.0%
OTHER 6.0%
SHORT-TERM
INVESTMENTS 1.0%
ROW: 1, COL: 1, VALUE: 1.4
ROW: 1, COL: 2, VALUE: 7.9
ROW: 1, COL: 3, VALUE: 3.7
ROW: 1, COL: 4, VALUE: 21.0
ROW: 1, COL: 5, VALUE: 66.0
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: 27.0
ROW: 1, COL: 5, VALUE: 62.0

* FOREIGN
INVESTMENTS 11.2%
** FOREIGN
INVESTMENTS 9.0%
INVESTMENTS APRIL 30, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

NONCONVERTIBLE BONDS - 67.1%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
AEROSPACE & DEFENSE - 1.1%
DEFENSE ELECTRONICS - 1.1%
Raytheon Co.:
6.30%, 8/15/00 $ 16,440 $ 16,535
6.45%, 8/15/04 17,810 17,958
34,493
BASIC INDUSTRIES - 1.3%
CHEMICALS & PLASTICS - 1.3%
Methanex Corp. yankee 8 7/8%, 11/15/01 25,560 26,713
Praxair, Inc. 6 3/4%, 3/1/03 13,000 13,182
39,895
CONSTRUCTION & REAL ESTATE - 0.9%
REAL ESTATE INVESTMENT TRUSTS - 0.9%
Centerpoint Properties Trust 6 3/4%, 4/1/05 4,180 4,143
EOP Operating LP 6 3/8%, 2/15/03 (a) 12,860 12,798
Weeks Realty L.P. 6 7/8%, 3/15/05 9,700 9,637
26,578
DURABLES - 1.2%
AUTOS, TIRES, & ACCESSORIES - 0.2%
General Motors Corp. 9 5/8%, 12/1/00 6,870 7,437
TEXTILES & APPAREL - 1.0%
Levi Strauss & Co.:
6.80%, 11/1/03 (a) 16,400 16,620
7%, 11/1/06 (a) 13,700 13,901
30,521
TOTAL DURABLES 37,958
ENERGY - 1.1%
OIL & GAS - 1.1%
Occidental Petroleum Corp.:
5.84%, 11/9/98 3,780 3,774
6.93%, 10/15/99 4,500 4,558
6.09%, 11/29/99 2,430 2,433
10.72%, 4/6/00 2,000 2,166
10.69%, 7/27/00 5,000 5,472
6.35%, 11/9/00 5,000 5,026
6.24%, 11/24/00 6,800 6,817
9 1/2%, 8/1/01 4,000 4,386
34,632
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - 39.6%
ASSET-BACKED SECURITIES - 13.5%
Aesop Funding II LLC 6.22%, 10/20/01 (a) $ 14,800 $ 14,856
Associates Manufactured Housing Contract Pass-Through
Certificates:
7%, 3/15/27 6,000 6,106
6.05%, 6/15/27 20,000 19,981
CPS Auto Grantor Trust:
6.70%, 2/15/02 3,585 3,616
6.55%, 12/15/02 6,904 6,950
Capital Equipment Receivables Trust:
6.57%, 3/15/01 7,200 7,293
6.45%, 8/15/02 12,420 12,472
Case Equipment Loan Trust:
6.45%, 9/15/02 6,140 6,169
5.85%, 2/15/03 4,370 4,370
Chase Manhattan Grantor Trust 6.76%, 9/15/02 3,556 3,586
Chevy Chase Auto Receivables Trust:
5.90%, 7/15/03 11,997 11,986
6.20%, 3/20/04 13,673 13,701
Citibank Credit Card Master Trust I 5 7/8%, 1/15/03 15,000 14,911
Discover Card Trust 7 1/2%, 6/16/00 8,150 8,153
Fidelity Funding Auto Trust 6.99%, 11/15/02 (a) 4,190 4,220
Ford Credit Auto Owner Trust:
5.95%, 10/15/02 15,500 15,461
6.20%, 12/15/02 7,080 7,036
Green Tree Financial Corp.:
5 1/2%, 1/31/00 926 925
6.10%, 4/15/27 8,514 8,522
6.45%, 5/15/27 7,182 7,200
6.70%, 5/15/27 9,220 9,318
6 1/2%, 6/15/27 5,780 5,794
7.15%, 7/15/27 3,000 3,055
6.55%, 9/15/28 5,309 5,314
6.68%, 1/15/29 20,000 20,275
Key Auto Finance Trust Class C 6.65%, 10/15/03 3,450 3,454
KeyCorp Auto Grantor Trust 5.80%, 7/15/00 346 345
MBNA Master Credit Card Trust II Class A 6.55%, 1/15/07 12,000
12,273
Olympic Automobile Receivables Trust:
6.40%, 9/15/01 13,690 13,666
6 1/8%, 11/15/04 6,394 6,486
Onyx Acceptance Grantor Trust 6.20%, 6/15/03 11,108 11,149
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
ASSET-BACKED SECURITIES - CONTINUED
Petroleum Enhanced Trust Receivables Offering Petroleum
Trust 6.1875%, 2/5/03 (a) $ 16,655 $ 16,655
Premier Auto Trust 6.35%, 7/6/00 10,800 10,834
Railcar Trust 7 3/4%, 6/1/04 11,048 11,542
Reliance Auto Receivables Corp., Inc.
6.10%, 7/15/02 (a) 5,362 5,362
SCFC Recreational Vehicle Loan Trust 7 1/4%, 9/15/06 1,000 998
Sears Credit Account Master Trust II:
6 1/2%, 10/15/03 21,170 21,315
7%, 1/15/04 4,860 4,925
Toyota Auto Receivables Grantor Trust 6.15%, 1/15/99 691 690
Tranex Auto Receivables Owner Trust 6.33%, 8/15/03 11,123 11,163
Union Federal Savings Bank Grantor Trust:
6.975%, 7/10/00 283 285
7.275%, 10/10/00 325 325
WFS Financial Owner Trust:
6.40%, 10/20/00 13,920 13,985
7.05%, 11/20/03 18,560 19,090
6.90%, 12/20/03 13,870 14,266
Western Financial Grantor Trust:
6.05%, 11/1/00 2,775 2,765
5 7/8%, 3/1/02 12,917 13,104
415,947
BANKS - 12.1%
ABN Amro Bank NV (Chicago) 6 5/8%, 10/31/01 17,000 17,241
Banc One Corp. 6.70%, 3/24/00 12,500 12,640
Banco Latinoamericano Exportaciones SA:
euro 6.90%, 12/6/99 (a) 5,850 5,921
6.70%, 10/8/99 (a) 7,000 7,017
BanPonce Corp. 6.488%, 3/3/00 8,000 8,051
BanPonce Financial Corp. 6 3/4%, 8/9/01 3,850 3,895
Capital One Bank:
6.83%, 5/17/99 9,000 9,058
6.42%, 11/12/99 1,000 1,003
6.55%, 2/4/00 8,750 8,786
6 7/8%, 4/24/00 22,750 23,089
6 3/8%, 2/15/03 13,610 13,513
Central Fidelity Banks, Inc. 8.15%, 11/15/02 16,200 17,424
Chase Manhattan Corp.:
7 3/4%, 11/1/99 8,260 8,461
8 1/2%, 2/15/02 2,750 2,954
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Crestar Financial Corp. 8 3/4%, 11/15/04 $ 7,100 $ 7,946
First Fidelity Bancorp. 9 5/8%, 8/15/99 2,700 2,816
First Hawaiian, Inc. 6 1/4%, 8/15/00 11,255 11,238
First Maryland Bancorp 10 3/8%, 8/1/99 2,895 3,043
First Security Corp. 7 1/2%, 9/1/02 5,300 5,532
First Tennessee National Corp.:
10 3/8%, 6/1/99 4,934 5,158
6 3/4%, 11/15/05 7,020 7,151
First USA Bank 6 1/2%, 12/23/99 16,725 16,848
Integra Financial Corp. 6 1/2%, 4/15/00 4,200 4,229
Kansallis-Osake-Pankki yankee (NY Branch):
10 3/8%, 8/15/00 2,250 2,264
10%, 5/1/02 24,915 28,086
Merita Bank Ltd. yankee 6 1/2%, 1/15/06 12,000 11,904
Midland American Capital Corp. gtd. 12 3/4%, 11/15/03 1,930 1,995
Midland Bank PLC yankee 7 5/8%, 6/15/06 13,185 14,080
Midlantic Corp. 9 1/4%, 9/1/99 5,075 5,278
Popular, Inc. 6.40%, 8/25/00 8,120 8,151
Provident Bank:
6 1/8%, 12/15/00 24,690 24,660
6 3/8%, 1/15/04 3,250 3,238
Providian National Bank 6.70%, 3/15/03 10,000 9,958
Shawmut National Corp.:
8 5/8%, 12/15/99 3,670 3,811
7.20%, 4/15/03 7,610 7,887
Signet Bank 7.80%, 9/15/06 8,000 8,704
Skandinaviska Enskilda Banken yankee 8.45%, 5/15/02 2,350 2,520
Sovran Financial Corp. 9 3/4%, 6/15/99 7,827 8,148
Summit Bancorp. 8 5/8%, 12/10/02 10,000 10,881
Union Planters Corp. 6 3/4%, 11/1/05 9,000 9,088
Union Planters National Bank 6.53%, 8/20/99 5,000 5,030
Zions Bancorp. 8 5/8%, 10/15/02 3,900 4,258
372,955
CREDIT & OTHER FINANCE - 10.3%
AT&T Capital Corp.:
6.26%, 2/18/99 10,000 10,000
6.65%, 4/30/99 21,680 21,756
6.52%, 5/14/99 7,000 7,036
6.16%, 12/3/99 10,000 9,999
Ahmanson Capital Trust I 8.36%, 12/1/26 (a) 12,000 12,988
Aristar, Inc. 8 7/8%, 8/15/98 820 827
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
Aristar, Inc. 7 1/2%, 7/1/99 $ 12,450 $ 12,658
Boatmens Auto Trust 6.35%, 10/15/01 2,820 2,830
Chrysler Financial Corp. 6 3/8%, 1/28/00 16,750 16,853
Countrywide Home Loans, Inc. 8.41%, 11/17/99 5,000 5,177
Countrywide Funding Corp. 6.45%, 2/27/03 15,900 15,930
Edison Mission Energy Funding Corp.
6.77%, 9/15/03 (a) 16,933 17,135
Finova Capital Corp.:
6.38%, 4/15/99 5,850 5,863
6.06%, 10/8/99 8,000 8,025
6.30%, 11/1/99 3,500 3,523
6.84%, 8/8/00 2,090 2,128
6.27%, 9/29/00 4,340 4,342
First Security Capital I 8.41%, 12/15/26 15,000 16,302
Fleet Financial Group, Inc. 7 5/8%, 12/1/99 7,360 7,527
General Motors Acceptance Corp.:
5.85%, 4/20/00 7,500 7,452
6.65%, 5/24/00 23,950 24,230
6.80%, 7/3/00 12,500 12,689
Greyhound Financial Corp. 6 3/4%, 3/25/99 6,540 6,578
Heller Financial, Inc.:
6 1/2%, 5/15/00 10,915 10,965
6 1/4%, 3/1/01 8,200 8,192
MCN Investment Corp.:
5.84%, 2/1/99 8,940 8,916
6.82%, 5/13/99 9,400 9,471
6.03%, 2/1/01 11,880 11,874
Money Store, Inc. 7.30%, 12/1/02 6,800 7,059
Popular North American, Inc. 6 5/8%, 10/27/02 5,000 5,071
Southwestern Bell Capital Corp. 6.86%, 7/26/99 4,360 4,417
Union Acceptance Corp. 7.075%, 7/10/02 1,002 1,007
Washington Mutual Capital I 8 3/8%, 6/1/27 17,000 18,250
317,070
INSURANCE - 1.2%
Metropolitan Life Insurance Co.:
6.30%, 11/1/03 (a) 4,500 4,460
7%, 11/1/05 (a) 5,000 5,126
Protective Life Corp. 7.95%, 7/1/04 1,000 1,072
SunAmerica, Inc. 6.20%, 10/31/99 16,600 16,619
URC Holdings Corp. 7 7/8%, 6/30/06 (a) 8,800 9,365
36,642
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FINANCE - CONTINUED
SAVINGS & LOANS - 2.1%
Ahmanson (H.F.) & Co.:
9 7/8%, 11/15/99 $ 14,025 $ 14,778
5.88%, 2/27/01 10,500 10,431
7 7/8%, 9/1/04 1,250 1,347
Great Western Financial Corp. 6 3/8%, 7/1/00 11,200 11,224
Home Savings of America Irwindale Calif. FSB
6 1/2%, 8/15/04 10,300 10,289
Long Island Savings Bank:
6.20%, 4/2/01 7,030 7,001
7%, 6/13/02 10,400 10,658
65,728
SECURITIES INDUSTRY - 0.4%
Amvescap PLC yankee 6 3/8%, 5/15/03 (a) 10,750 10,731
TOTAL FINANCE 1,219,073
HEALTH - 0.8%
MEDICAL EQUIPMENT & SUPPLIES - 0.8%
McKesson Corp. 6.60%, 3/1/00 25,000 25,246
MEDIA & LEISURE - 5.8%
BROADCASTING - 4.7%
Continental Cablevision, Inc.:
8 1/2%, 9/15/01 14,000 14,869
8.30%, 5/15/06 3,155 3,472
Hearst -Argyle Television, Inc. 7%, 11/15/07 15,250 15,390
TCI Communication, Inc.:
7 3/8%, 2/15/00 12,800 13,061
8 1/4%, 1/15/03 31,500 33,793
6.82%, 9/15/10 (b) 10,800 10,826
Time Warner, Inc.:
7.95%, 2/1/00 31,050 31,900
7.98%, 8/15/04 13,000 13,905
8.18%, 8/15/07 8,000 8,803
146,019
ENTERTAINMENT - 0.7%
Paramount Communications, Inc.:
5 7/8%, 7/15/00 7,570 7,437
7 1/2%, 1/15/02 5,710 5,849
Viacom, Inc. 6 3/4%, 1/15/03 7,538 7,556
20,842
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.4%
News America Holdings, Inc.:
7 1/2%, 3/1/00 $ 7,500 $ 7,666
8 5/8%, 2/1/03 4,000 4,352
12,018
TOTAL MEDIA & LEISURE 178,879
NONDURABLES - 1.8%
FOODS - 0.2%
Dart and Kraft Finance NV 7 3/4%, 11/30/98 5,847 5,896
TOBACCO - 1.6%
Philip Morris Companies, Inc.:
7 3/4%, 5/1/99 1,535 1,558
7 1/8%, 12/1/99 18,330 18,610
9 1/4%, 2/15/00 5,909 6,201
7 1/4%, 9/15/01 12,000 12,328
7%, 7/15/05 9,850 10,014
48,711
TOTAL NONDURABLES 54,607
RETAIL & WHOLESALE - 3.5%
GENERAL MERCHANDISE STORES - 3.2%
Dayton Hudson Corp.:
9.65%, 6/15/00 2,150 2,301
10%, 12/1/00 9,328 10,176
6.80%, 10/1/01 16,500 16,794
9 3/4%, 7/1/02 2,200 2,471
Federated Department Stores, Inc.:
10%, 2/15/01 21,200 23,148
8 1/8%, 10/15/02 4,500 4,782
8 1/2%, 6/15/03 15,700 17,105
6.79%, 7/15/27 9,300 9,426
Penney (J.C.), Inc.:
6 3/8%, 9/15/00 10,000 10,090
6.95%, 4/1/00 2,000 2,033
98,326
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 0.3%
Kroger Co. 6 3/8%, 3/1/08 $ 8,000 $ 8,010
TOTAL RETAIL & WHOLESALE 106,336
TECHNOLOGY - 2.1%
COMPUTER SERVICES & SOFTWARE - 0.2%
Computer Associates International, Inc. 6 1/4%, 4/15/03 (a) 6,780
6,757
COMPUTERS & OFFICE EQUIPMENT - 1.9%
Comdisco, Inc.:
6 1/2%, 4/30/99 11,000 11,049
6.68%, 4/30/99 6,000 6,034
7 3/4%, 9/1/99 4,425 4,521
5.86%, 4/7/00 12,000 11,896
9.45%, 6/8/00 1,740 1,857
9.30%, 6/27/00 2,950 3,138
5 3/4%, 2/15/01 19,700 19,480
57,975
TOTAL TECHNOLOGY 64,732
TRANSPORTATION - 1.6%
AIR TRANSPORTATION - 0.5%
AMR Corp. 8.10%, 11/1/98 6,750 6,829
Continental Airlines Pass Through Trust pass through
certificate 7.42%, 10/1/08 8,343 8,624
15,453
RAILROADS - 1.1%
Burlington Northern Santa Fe Corp. 6.53%, 7/15/37 19,000 19,285
CSX Corp. 7.05%, 5/1/02 5,000 5,112
Wisconsin Central Transport Corp. 6 5/8%, 4/15/08 7,900 7,813
32,210
TOTAL TRANSPORTATION 47,663
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
UTILITIES - 6.3%
CELLULAR - 0.0%
AirTouch Communications, Inc. 6.65%, 5/1/08 $ 1,200 $ 1,205
ELECTRIC UTILITY - 2.8%
Avon Energy Partners Holdings yankee
6.73%, 12/11/02 (a) 21,000 21,248
British Columbia Hydro & Power Authority yankee
12 1/2%, 1/15/12 6,750 7,312
DR Investment UK PLC yankee 7.10%, 5/15/02 (a) 15,000 15,378
Indiana Michigan Power Co. 6.40%, 3/1/00 5,000 5,022
Israel Electric Corp. 7.10%, 12/17/07 21,000 21,079
Philadelphia Electric Corp. 8%, 4/1/02 2,550 2,695
Texas Utilities Electric Co. 7 3/8%, 11/1/99 13,000 13,235
85,969
GAS - 1.3%
Columbia Gas System, Inc.:
6.39%, 11/28/00 10,044 10,108
6.61%, 11/28/02 5,328 5,386
InterNorth, Inc. 9 5/8%, 3/15/06 9,610 11,445
Kern River Funding Corp. 6.42%, 3/31/01 (a) 9,653 9,726
Southwest Gas Corp. 9 3/4%, 6/15/02 3,840 4,300
40,965
TELEPHONE SERVICES - 2.2%
Cable & Wireless Communications PLC:
6 3/8%, 3/6/03 13,430 13,433
6 5/8%, 3/6/05 5,600 5,624
Teleport Communications Group, Inc.:
9 7/8%, 7/1/06 6,820 7,758
0%, 7/1/07 (b) 15,295 13,154
WorldCom, Inc.:
9 3/8%, 1/15/04 13,823 14,673
8 7/8%, 1/15/06 11,031 12,023
66,665
TOTAL UTILITIES 194,804
TOTAL NONCONVERTIBLE BONDS
(Cost $2,053,435) 2,064,896
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 20.6%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. TREASURY OBLIGATIONS - 8.1%
10 3/4%, 5/15/03 $ 7,630 $ 9,295
11 7/8%, 11/15/03 3,000 3,863
12 3/8%, 5/15/04 22,477 29,996
11 5/8%, 11/15/04 12,600 16,589
10 3/4%, 8/15/05 93,500 120,893
12 3/4%, 11/15/10 (callable) 10,705 15,161
8 7/8%, 8/15/17 22,275 29,466
9%, 11/15/18 19,235 25,901
251,164
U.S. GOVERNMENT AGENCY OBLIGATIONS - 12.5%
Fannie Mae:
6.69%, 8/7/01 3,000 3,079
7 3/8%, 3/28/05 3,000 3,231
7.16%, 5/11/05 22,635 24,131
6.54%, 10/3/05 7,500 7,732
Federal Farm Credit Bank:
5.54%, 9/10/03 1,000 986
7.31%, 4/25/05 5,000 5,373
Federal Home Loan Bank:
6.89%, 4/6/04 4,465 4,678
7.36%, 7/1/04 19,335 20,728
7.38%, 8/5/04 5,890 6,323
7.46%, 9/9/04 5,070 5,476
7.59%, 3/10/05 3,010 3,276
Financing Corp. stripped principal:
0%, 6/27/03 5,132 3,812
0%, 10/5/03 11,445 8,358
0%, 10/6/03 4,284 3,104
0%, 11/2/03 6,045 4,362
0%, 12/6/03 2,168 1,568
0%, 2/8/04 5,349 3,784
0%, 5/11/04 2,049 1,439
0%, 6/6/04 3,100 2,168
0%, 10/5/05 1,000 644
Freddie Mac:
7.93%, 1/20/05 12,195 13,504
8%, 1/26/05 7,300 8,113
8.115%, 1/31/05 25,475 28,476
5.85%, 2/21/06 2,425 2,402
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
Guaranteed Export Trust Certificates (assets of Trust guaranteed
by U.S. Government through Export-Import Bank):
Series 1993-C, 5.20%, 10/15/04 $ 4,831 $ 4,730
Series 1993-D, 5.23%, 5/15/05 3,597 3,520
Series 1994-B, 7 1/2%, 1/26/06 2,731 2,897
Series 1994-C, 6.61%, 9/15/99 541 544
Series 1995-A, 6.28%, 6/15/04 26,011 26,255
Series 1996-A, 6.55%, 6/15/04 13,344 13,570
Series 1997-A, 6.104%, 7/15/03 18,333 18,421
Overseas Private Investment Corp. U.S. Government
guaranteed participation certificate:
Series 1994-195, 6.08%, 8/15/04 (callable) 9,514 9,541
Series 1996-A1, 6.726%, 9/15/10 (callable) 17,000 17,605
Private Export Funding Corp. secured:
5.80%, 2/1/04 17,000 16,960
6.62%, 10/1/05 10,000 10,371
State of Israel (guaranteed by U.S. Government through
Agency for International Development):
6 3/8%, 8/15/01 16,003 16,267
0%, 11/15/01 1,900 1,547
6 5/8%, 8/15/03 15,800 16,350
7 5/8%, 8/15/04 4,710 5,129
5.89%, 8/15/05 7,797 7,768
U.S. Department of Housing and Urban Development
government guaranteed participation certificates:
Series 1996-A, 6.59%, 8/1/00. 19,170 19,473
Series 1996-A, 6.67%, 8/1/01 7,000 7,145
Series 1996-A, 7.66%, 8/1/15 3,715 3,964
U.S. Trade Trust Certificates (assets of Trust guaranteed by
U.S. Government through Export-Import Bank)
6.69%, 1/15/09 (a) 15,255 15,672
384,476
TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS
(Cost $629,123) 635,640
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 0.4%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
FANNIE MAE - 0.0%
12 1/2%, 8/1/13 to 8/1/15 $ 227 $ 267
FREDDIE MAC - 0.3%
7%, 7/1/99 to 7/1/01 9,221 9,333
8 1/2%, 6/15/13 79 82
9,415
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 0.1%
7 1/2%, 3/15/28 1,049 1,077
8%, 5/15/22 19 20
9 1/2%, 9/15/09 to 10/15/15 112 122
10%, 12/15/13 to 8/15/17 251 276
1,495
TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE-BACKED SECURITIES
(Cost $11,057) 11,177
COMMERCIAL MORTGAGE SECURITIES - 5.6%
Allied Capital Commercial Mortgage Trust sequential pay
Series 1998-1 Class A, 6.31%, 5/25/03 (a) 20,781 20,560
Blackrock Capital Funding LLC Series 1996 Class C2,
7.70%, 11/16/26 (a) 650 650
CS First Boston Mortgage Securities Corp.:
sequential pay Series 1995-WFI Class A-1,
6.452%, 12/21/27 10,481 10,492
sequential pay Series 1997-SPICE Class A,
6.653%, 6/20/03 (a) 22,045 22,107
Series 1995-WF1 Class A-2, 6.648%, 12/21/27 15,000 14,986
Deutsche Mortgage and Asset Receiving Corp.
Series 1998-C1 Class D, 7.231%, 7/15/12 10,000 9,981
Federal Deposit Insurance Corp. sequential pay
Series 1996-C1 Class 1A, 6 3/4%, 5/25/26 19,485 19,515
GS Mortgage Securities Corp. II Series 1997-GL Class A2-B,
6.86%, 7/13/30 16,070 16,545
Kidder Peabody Acceptance Corp. sequential pay,
Series 1993-M1 Class A-2, 7.15%, 4/25/25 4,811 4,760
Midland Realty Acceptance Corp. sequential pay
Series 1997-C1 Class A1, 7.315%, 4/25/03 6,163 6,311
Oregon Commercial Mortgage, Inc. Series 1995-1 Class A,
7.15%, 6/25/26 (a)(b) 838 836
Resolution Trust Corp. commercial Series 1995-C2 Class D,
7%, 5/25/27 2,807 2,805
COMMERCIAL MORTGAGE SECURITIES - CONTINUED
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
Structured Asset Securities Corp.:
sequential pay Series 1996 Class A-2A, 7 3/4%, 2/25/28 $ 3,308 $
3,338
Series 1996-C3 Class B, 7.125%, 6/25/30 (a)(b) 5,684 5,736
Series 1996-C3 Class A, 6 3/4%, 6/25/30 (a) 5,513 5,538
Thirteen Affiliates of General Growth Properties, Inc. Series 1
Class C-1, 6.762%, 11/15/04 (a) 20,000 20,161
Wells Fargo Capital Markets Apartment Financing Trust
6.56%, 12/29/05 (a) 6,856 6,950
TOTAL COMMERCIAL MORTGAGE SECURITIES
(Cost $170,519) 171,271
FOREIGN GOVERNMENT OBLIGATIONS - 3.3%
Irish Republic yankee 8 5/8%, 4/15/01 10,500 11,205
Manitoba Province yankee:
6 3/8%, 10/15/99 16,340 16,433
6 7/8%, 9/15/02 26,500 27,189
Nova Scotia Province yankee 9 3/8%, 7/15/02 17,033 18,949
Ontario Province:
euro 8 1/2%, 2/28/01 8,800 9,337
yankee 7 3/4%, 6/4/02 11,000 11,648
yankee 7 3/8%, 1/27/03 7,500 7,878
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $101,665) 102,639
SUPRANATIONAL OBLIGATIONS - 1.2%
African Development Bank:
9.30%, 7/1/00 7,600 8,095
8.70%, 5/1/01 8,000 8,591
7 3/4%, 12/15/01 18,230 19,179
TOTAL SUPRANATIONAL OBLIGATIONS
(Cost $34,961) 35,865
CERTIFICATES OF DEPOSIT - 1.1%
Canadian Imperial Bank of Commerce NY Branch yankee
6.20%, 8/1/00 (Cost $33,823) 33,750 33,878
CASH EQUIVALENTS - 0.7%
MATURITY VALUE (NOTE 1)
AMOUNT (000S) (000S)
Investments in repurchase agreements
(U.S. Treasury Obligations), in a joint
trading account at 5 1/2%, dated
4/30/98 due 5/1/98 $ 22,898 $ 22,895
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $3,057,478) $ 3,078,261
LEGEND
(a) 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
$308,474,000 or 10.0% of net assets.
(b) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total
value of investment in securities, is as follows (ratings are
unaudited):
MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 60.5% AAA, AA, A 56.8%
Baa 32.2% BBB 35.9%
Ba 2.7% BB 0.7%
B 0.0% B 0.7%
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 1.4%.
Distribution of investments by country of issue, as a percentage of
total value of investment in securities, is as follows:
United States 88.8%
Canada 5.2
United Kingdom 2.3
Multi-National 1.2
Others (individually less than 1%) 2.5
TOTAL 100.0%
INCOME TAX INFORMATION
At April 30, 1998, the aggregate cost of investment securities for
income tax purposes was $3,057,669,000. Net unrealized appreciation
aggregated $20,592,000, of which $34,363,000 related to appreciated
investment securities and $13,771,000 related to depreciated
investment securities.
At April 30, 1998, the fund had a capital loss carryforward of
approximately $26,497,000 of which $20,683,000 and $5,814,000 will
expire on April 30, 2005 and 2006.
The fund intends to elect to defer to its fiscal year ending April
1999, approximately $1,660,000 of losses recognized during the period
November 1, 1997 to April 30, 1998.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) APRIL 30, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE $ 3,078,261
AGREEMENTS OF $22,895) (COST $3,057,478) - SEE
ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 1,075

RECEIVABLE FOR FUND SHARES SOLD 5,972

INTEREST RECEIVABLE 48,923

OTHER RECEIVABLES 4

TOTAL ASSETS 3,134,235

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 20,230

PAYABLE FOR FUND SHARES REDEEMED 19,262

DISTRIBUTIONS PAYABLE 503

ACCRUED MANAGEMENT FEE 1,131

OTHER PAYABLES AND ACCRUED EXPENSES 705

TOTAL LIABILITIES 41,831

NET ASSETS $ 3,092,404

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 3,107,325

DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME (7,383)

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON (28,321)
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 20,783
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 304,306 SHARES OUTSTANDING $ 3,092,404

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER $10.16
SHARE ($3,092,404 (DIVIDED BY) 304,306 SHARES)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED APRIL 30, 1998

INVESTMENT INCOME 220,338
INTEREST

EXPENSES

MANAGEMENT FEE $ 13,730

TRANSFER AGENT FEES 6,055

ACCOUNTING FEES AND EXPENSES 750

NON-INTERESTED TRUSTEES' COMPENSATION 8

CUSTODIAN FEES AND EXPENSES 88

REGISTRATION FEES 100

AUDIT 67

LEGAL 16

TOTAL EXPENSES BEFORE REDUCTIONS 20,814

EXPENSE REDUCTIONS (560) 20,254

NET INVESTMENT INCOME 200,084

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

INVESTMENT SECURITIES 6,110

FOREIGN CURRENCY TRANSACTIONS (17) 6,093

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 57,235

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 17 57,252

NET GAIN (LOSS) 63,345

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 263,429
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30,
1998 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 200,084 $ 194,441
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 6,093 (30,233)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 57,252 12,757

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 263,429 176,965
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (200,163) (194,181)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN - (8,635)

TOTAL DISTRIBUTIONS (200,163) (202,816)

SHARE TRANSACTIONS 2,114,281 1,637,849
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 192,062 194,972

COST OF SHARES REDEEMED (2,360,590) (1,604,370)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (54,247) 228,451
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 9,019 202,600

NET ASSETS

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

END OF PERIOD (INCLUDING DISTRIBUTIONS IN EXCESS $ 3,092,404 $ 3,083,385
OF NET INVESTMENT INCOME OF $7,383 AND
$8,674, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 208,417 164,072

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 18,954 19,477

REDEEMED (232,678) (160,627)

NET INCREASE (DECREASE) (5,307) 22,922

</TABLE>

FINANCIAL HIGHLIGHTS

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

1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

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

INCOME FROM INVESTMENT .646 B .647 B .684 .591 .705
OPERATIONS
NET INVESTMENT INCOME

NET REALIZED AND UNREALIZED .200 (.060) (.004) (.074) (.381)
GAIN (LOSS)

TOTAL FROM INVESTMENT .846 .587 .680 .517 .324
OPERATIONS

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.646) (.647) (.660) (.598) (.704)

FROM NET REALIZED GAIN - (.030) - - -

IN EXCESS OF NET REALIZED GAIN - - - (.100) (.090)

RETURN OF CAPITAL - - - (.019) -

TOTAL DISTRIBUTIONS (.646) (.677) (.660) (.717) (.794)

NET ASSET VALUE, END OF PERIOD $ 10.160 $ 9.960 $ 10.050 $ 10.030 $ 10.230

TOTAL RETURN A 8.70% 6.02% 6.85% 5.32% 2.93%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 3,092 $ 3,083 $ 2,881 $ 2,463 $ 1,782
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .66% .71% .73% .68% .64%
NET ASSETS

RATIO OF EXPENSES TO AVERAGE .65% C .69% C .71% C .68% .64%
NET ASSETS AFTER EXPENSE
REDUCTIONS

RATIO OF NET INVESTMENT INCOME 6.37% 6.46% 6.48% 6.31% 6.88%
TO AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 90% 116% 169% 75% 81%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C 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 April 30, 1998

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 require 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. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. 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
among 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, capital loss carryforwards, 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.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR),
may transfer uninvested cash balances into one or more joint trading
accounts. These balances are invested in one or more repurchase
agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
2. OPERATING POLICIES -
CONTINUED
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,764,846,000 and 2,788,396,000, respectively, of which
U.S. government and government agency obligations aggregated
$1,451,408,000 and 1,701,846,000, 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 annual rate of .44% of average net assets.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .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
$13,000 and $547,000, respectively, under these arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Intermediate Bond Fund:
We have audited the accompanying statement of assets and liabilities
of Fidelity Commonwealth Trust: Fidelity Intermediate Bond Fund,
including the schedule of portfolio investments, as of April 30, 1998,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the
period then ended and the financial highlights for each of the five
years in the period then ended. These financial statements and
financial highlights are the responsibility of the fund's management.
Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of April 30, 1998 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Commonwealth Trust: Fidelity
Intermediate Bond Fund as of April 30, 1998, the results of its
operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended, in
conformity with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 5, 1998
DISTRIBUTIONS

A total of 16.22% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.
BY PHONE
Fidelity TouchTone Xpressprovides a single toll-free number to access
account balances, positions, quotes and trading. It's easy to navigate
the service, and on your first call, the system will help you create a
personal identification number (PIN) for security.
SM
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
For mutual fund and brokerage trading.

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
*
BY PC
Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.
(PHONE_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 for significant savings on Web access from internetMCI.
SM
(PHONE_GRAPHIC)
FIDELITY ON-LINE XPRESS+
TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD
AND RETURN WILL VARY AND,
EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS MEANS
THAT YOU MAY HAVE A GAIN
OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO ASSURANCE THAT MONEY
MARKET FUNDS WILL BE ABLE TO
MAINTAIN A STABLE $1 SHARE PRICE; AN INVESTMENT IN A MONEY MARKET FUND
IS NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT. TOTAL RETURNS ARE HISTORICAL AND
INCLUDE CHANGES IN SHARE PRICE,
REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS, AND THE EFFECTS OF ANY
SALES CHARGES.
TO WRITE FIDELITY

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and
send you written confirmation upon completion of your request.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.
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Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
19740 IH 45 North
Spring, TX
UTAH
215 South State Street
Salt Lake City, UT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
511 Pine Street
Seattle, WA
WASHINGTON, DC
1900 K Street, N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(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
Eric D. Roiter, 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
Government Securities
Intermediate Bond
International 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
Strategic Income
Target Timeline(trademark) 1999, 2001 & 2003
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)FIDELITY

SMALL CAP SELECTOR
(FORMERLY FIDELITY SMALL CAP
STOCK FUND)
ANNUAL REPORT
APRIL 30, 1998
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.

REPORT OF INDEPENDENT 35 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 36

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
Low interest rates and subdued inflation were two main factors that
bolstered stock and bond markets in the U.S. during the first four
months of 1998. The stock market continued to soar to record heights
as corporate earnings proved to be stronger than expected and
investors shrugged off concerns about the effects of economic
difficulties in Asia. The Federal Reserve Board continued its steady
interest rate policy, which boosted the performance of bonds.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation.
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are
available 24 hours a day, seven days a week to provide you the
information you need to make the investments that are right for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

FIDELITY SMALL CAP SELECTOR 50.21% 118.99%

FIDELITY SMALL CAP SELECTOR 45.70% 112.42%
(INCL. 3.00% SALES CHARGE)

RUSSELL 2000(REGISTERED TRADEMARK) 42.40% 123.93%

SMALL CAP FUNDS AVERAGE 45.62% N/A

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year or since the fund
started on 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 one year average represents a peer group of 507 mutual funds.
These benchmarks include reinvested dividends and capital gains, if
any, and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1998 PAST 1 LIFE OF
YEAR FUND

FIDELITY SMALL CAP SELECTOR 50.21% 17.58%

FIDELITY SMALL CAP SELECTOR 45.70% 16.84%
(INCL. 3.00% SALES CHARGE)

RUSSELL 2000 42.40% 18.12%

SMALL CAP FUNDS AVERAGE 45.62% N/A

UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
long-term growth and short-term
volatility. In turn, the share price
and return of a fund that invests
in stocks will vary. That means
if you sell your shares during
a market downturn, you might
lose money. But if you can ride
out the market's ups and downs,
you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
While the U.S. stock market's
resolve was tested repeatedly
during the 12-month period that
ended April 30, 1998, a strong
domestic economy helped stocks
post impressive gains. The
Standard & Poor's 500 Index - a
measure of the U.S. stock market
- - returned 41.07% during this
time. Early in the period, stocks of
larger companies were
responsible for much of the
market's advance. In August and
September, stocks of smaller
companies joined in the fun. In
fact, the Russell 2000 Index - a
general measure of
small-capitalization stock
performance - returned 42.40%
during the 12-month period. The
tide turned in late October when
the Dow Jones Industrial Average
fell 550-plus points in one trading
session in response to an
economic crisis that was unfolding
in Southeast Asia. The shake-up
in global markets ignited a new
"flight to quality" - meaning
investors again sought out the
liquidity and stable earnings
growth of large-cap companies.
Despite this volatility at the end of
1997, the vibrant U.S. economy
helped the stock market to
achieve record gains in early
1998. In fact, the Dow itself closed
above 9000 for the first time in
April. The period ended on a
positive note when the Commerce
Department reported that gross
domestic product grew at a
stronger-than-expected rate of
4.2% in the first quarter, while
employment costs increased at a
slower-than-expected pace -
continued signs of strong
economic growth amidst benign
inflation.
An interview with Bradford Lewis, Portfolio Manager of Fidelity Small
Cap Selector
Q. HOW DID THE FUND PERFORM, BRAD?
A. For the 12 months that ended April 30, 1998, the fund returned
50.21%, compared to 42.40% for the Russell 2000 Index and 45.62% for
the small cap funds average tracked by Lipper Analytical Services.
Q. WHAT HELPED THE FUND OUTPERFORM THE RUSSELL 2000 AND ITS PEER GROUP
DURING THE PERIOD?
A. The fund's quantitative models were successful in highlighting
investment opportunities in the small-cap universe. In fact, most of
the fund's holdings contributed to performance and rallied over the
past 12 months. In addition, I substantially underweighted technology
stocks, relative to the Russell 2000, in the fourth quarter of 1997 -
a favorable position because technology stocks were battered at the
peak of the Asian crisis in November and December. In January, I
bought back many technology stocks, especially those which my work
suggested were oversold based on sentiment rather than business
prospects. My quantitative models worked well in picking strong
technology stocks and many of them enjoyed a rally in the first
quarter of 1998.
Q. WHICH INDIVIDUAL HOLDINGS HELPED PERFORMANCE?
A. Ross Stores, a national operator of off-price stores, was the
fund's largest holding and one of the largest contributors to
performance over the past 12 months - giving the fund a big bang for
its buck. The company has a good management team, which has rapidly
expanded operations while growing earnings, and its stock has
responded in kind. Symantec, a software company, also generated strong
sales and earnings by developing formidable new products.
Q. WHAT OTHER FACTORS CONTRIBUTED POSITIVELY TO THE FUND'S RETURNS?
A. For one thing, asset volatility has declined substantially over the
past six months. Historically, my biggest challenge in managing this
fund was that redemptions or new sales could halve or double the
portfolio's size within a four-month period. The volatility was
especially difficult because small-cap stocks are not as liquid - or
do not have as many shares outstanding and are therefore not as
tradeable - as larger-cap stocks. The more recent stability has
allowed me to purchase and retain stocks that my models show will
appreciate over time. I don't know whether this stability is a product
of the improved environment for small-cap stocks over the past year or
whether it's a function of the 90-day redemption fee, which was
increased to 1.5% on November 15. Either way, I'd like to thank the
shareholders for the improved asset stability during the period.
Q. WERE THERE ANY DISAPPOINTMENTS DURING THE PERIOD?
A. Actually, there were no major blow-ups, meaning the stocks that
didn't perform well only detracted slightly from the fund's
performance. MicroAge, a computer and software retailer, was the
biggest disappointment. Huge wholesale-type computer retailers are
rapidly taking market share from the smaller players and MicroAge
suffered the repercussions. Einstein/Noah Bagel Corporation was
another detractor. The stock lost half of its value after investors
determined that the company's growth couldn't keep pace with its share
price appreciation. I sold the fund's holdings in both MicroAge and
Einstein/Noah Bagel by the end of the period. In addition, the flame
went out on Consolidated Cigar - a presumably hot sector of the market
- - when litigation against the tobacco companies intensified.
Q. WHAT'S YOUR OUTLOOK?
A. I think the equity markets will fare well as long as inflation
remains under control. Indeed, inflationary pressures appear benign
for the foreseeable future. First-quarter gross domestic product grew
at a surprisingly strong rate of 4.2%, but the employment cost index
grew at a slower-than-expected rate - even amidst an unusually tight
labor market. As a result, the stock market rallied in the first four
months of 1998. However, it's highly improbable that investors will
enjoy the 25% to 30% returns we've seen during the past three or four
years. In this environment, I will continue to use my quantitative
models to balance the portfolio with stocks that offer strong growth
prospects, keeping an eye toward capital preservation in the event of
a market slowdown.
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 QUANTITATIVE
INVESTING STYLES:
"Most quantitative investors use a
theory to drive their discipline -
meaning they utilize an academic
model that involves feeding
historical and forecasted data
about a specified number of stocks
into a computer. The computer
then uses a formula to output some
measure of expected return or
asset value and the most
undervalued stocks are purchased.
"By contrast, my quantitative
models are empirical by nature. We
have constructed and periodically
update a database of more than
60,000 historical stock
observations. Every observation
characterizes the nature of each
stock by looking at factors such as
price-to-earnings ratios, earnings
estimate data and balance sheet
changes. I purchase the stocks
with the highest expected returns
using an optimizer to manage
industry allocations and other
sources of portfolio risk."
(solid bullet) As of January 2, 1998, the fund
was renamed Fidelity Small Cap
Selector from Fidelity Small Cap
Stock Fund.
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 April 30, 1998,
more than $918 million
MANAGER: Bradford Lewis,
since 1993; manager, Fidelity
Stock Selector, since 1990;
Fidelity Disciplined Equity Fund,
since 1988; joined Fidelity
in 1985
(checkmark)
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

ROSS STORES, INC. 2.1 1.8

VARCO INTERNATIONAL, INC. 1.8 0.0

SYMANTEC CORP. 1.5 0.8

CLIFFS DRILLING CO. 1.5 0.6

INPUT/OUTPUT, INC. 1.4 0.0

AIRBORNE FREIGHT CORP. 1.2 0.0

ETHAN ALLEN INTERIORS, INC. 1.1 0.8

WESTPOINT STEVENS, INC. CLASS A 1.1 0.7

GOLDEN STATE BANCORP 1.0 0.7

MONEY STORE, INC. (THE) 0.9 0.9

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

FINANCE 15.6 19.0

TECHNOLOGY 10.5 7.8

CONSTRUCTION & REAL ESTATE 9.9 12.1

RETAIL & WHOLESALE 8.7 10.6

ENERGY 8.4 6.8

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF APRIL 30, 1998 * AS OF OCTOBER 31, 1997 **
ROW: 1, COL: 1, VALUE: 2.3
ROW: 1, COL: 2, VALUE: 97.7
STOCKS 92.8%

SHORT-TERM
INVESTMENTS 7.2%
FOREIGN
INVESTMENTS 7.1%
STOCKS AND
EQUITY FUTURES 98.7%
SHORT-TERM
INVESTMENTS 1.3%
FOREIGN
INVESTMENTS 2.9%
ROW: 1, COL: 1, VALUE: 7.2
ROW: 1, COL: 2, VALUE: 92.8
*
**
INVESTMENTS APRIL 30, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 88.4%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 1.0%
AEROSPACE & DEFENSE - 0.5%
Advanced Aerodynamics & Structures, Inc. Class A (a) 50,000 $ 215,625
Alliant Techsystems, Inc. (a) 20,000 1,278,750
Aviall, Inc. (a) 87,000 1,218,000
BE Aerospace, Inc. (a) 65,000 2,027,188
Transtechnology Corp. 6,500 194,188
4,933,751
DEFENSE ELECTRONICS - 0.5%
Ducommun, Inc. (a) 23,000 799,646
Tracor, Inc. (a) 100,000 3,931,250
4,730,896
TOTAL AEROSPACE & DEFENSE 9,664,647
BASIC INDUSTRIES - 3.1%
CHEMICALS & PLASTICS - 1.7%
Carbide/Graphite Group, Inc. (The) (a) 13,000 419,250
Ferro Corp. 109,500 3,154,969
First Years, Inc. (The) 8,000 252,000
Geon Co. 64,300 1,535,163
Myers Industries, Inc. 20,000 497,500
Park Electrochemical Corp. 30,000 772,500
Peak International, Ltd. 6,500 151,125
Scotts Co. Class A (a) 79,000 2,883,500
Spartech Corp. 20,000 423,750
Tredegar Industries, Inc. 13,150 1,029,809
Wellman, Inc. 172,000 3,891,500
15,011,066
IRON & STEEL - 0.5%
Armco, Inc. (a) 284,000 1,952,500
Barnes Group, Inc. 46,000 1,440,375
Citation Corp. (a) 26,000 542,750
National Steel Corp. Class B 36,700 685,831
Northwestern Steel & Wire Co. (a) 25,000 102,344
4,723,800
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - CONTINUED
METALS & MINING - 0.4%
AFC Cable Systems, Inc. (a) 12,500 $ 434,375
RMI Titanium Co. (a) 60,000 1,338,750
Special Metals Corp. (a) 2,000 31,250
Superior Telecom, Inc. 50,000 2,109,375
3,913,750
PAPER & FOREST PRODUCTS - 0.5%
Mail-Well, Inc. (a) 99,500 4,813,313
TOTAL BASIC INDUSTRIES 28,461,929
CONSTRUCTION & REAL ESTATE - 9.9%
BUILDING MATERIALS - 2.9%
ACX Technologies, Inc. (a) 52,000 1,241,500
Carlisle Companies, Inc. 47,000 2,385,250
Centex Construction Products, Inc. 28,100 1,032,675
Giant Cement Holding, Inc. (a) 18,000 508,500
Hexcel Corp. (a) 48,000 1,341,000
Lone Star Industries, Inc. 72,000 5,949,000
Shaw Group (a) 58,000 1,363,000
Southdown, Inc. 82,000 5,801,500
Texas Industries, Inc. 104,000 6,701,500
26,323,925
CONSTRUCTION - 2.1%
American Homestar Corp. (a) 25,000 518,750
Centex Corp. 160,000 5,560,000
Crossman Communities, Inc. (a) 34,500 940,125
Granite Construction, Inc. 29,000 857,313
Jacobs Engineering Group, Inc. (a) 58,000 1,935,750
M.D.C. Holdings, Inc. 42,700 733,906
M/I Schottenstein Homes, Inc. 4,000 91,750
Monaco Coach Corp. (a) 18,000 517,500
Oakwood Homes Corp. 102,000 2,875,125
Ryland Group, Inc. 58,000 1,214,375
Standard Pacific Corp. 112,000 1,932,000
Webb (Del E.) Corp. 62,000 1,623,625
18,800,219
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
CONSTRUCTION & REAL ESTATE - CONTINUED
ENGINEERING - 0.0%
URS Corp. (a) 13,000 $ 205,563
REAL ESTATE - 0.0%
Parkway Properties, Inc. 24,000 789,000
REAL ESTATE INVESTMENT TRUSTS - 4.9%
Bedford Property Investors, Inc. 49,000 952,438
CBL & Associates Properties, Inc. 120,000 2,947,500
Cousins Properties, Inc. 19,000 574,750
Eastgroup Properties, Inc. 18,000 358,875
Equity Inns, Inc. 198,000 2,920,500
Felcor Suite Hotels, Inc. 44,000 1,540,000
First Industrial Realty Trust, Inc. 96,000 3,120,000
General Growth Properties, Inc. 60,000 2,152,500
Highwoods Properties, Inc. 118,000 4,012,000
Hospitality Properties Trust (SBI) 148,000 4,754,500
INMC Mortgage Holdings, Inc. 168,000 4,074,000
Irvine Apartment Communities, Inc. 71,000 2,169,938
Koger Equity, Inc. 51,000 1,093,313
MGI Properties, Inc. 25,000 606,250
Manufactured Home Communities, Inc. 55,000 1,388,750
Merry Land & Investment Co., Inc. 104,497 2,200,968
National Golf Properties, Inc. 31,000 962,938
Price, Inc. Class B 45,000 2,064,375
Sun Communities, Inc. 32,000 1,120,000
Sunstone Hotel Investors, Inc. 66,000 1,023,000
Tanger Factory Outlet Centers, Inc. 9,200 277,725
Trinet Corporate Realty Trust, Inc. 77,000 2,757,563
Urban Shopping Centers, Inc. 51,000 1,663,875
44,735,758
TOTAL CONSTRUCTION & REAL ESTATE 90,854,465
DURABLES - 7.0%
AUTOS, TIRES, & ACCESSORIES - 1.1%
Arvin Industries, Inc. 58,000 2,374,375
Autocam Corp. 7,350 145,163
Copart, Inc. (a) 20,000 403,125
Jason, Inc. (a) 10,000 93,750
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
DURABLES - CONTINUED
AUTOS, TIRES, & ACCESSORIES - CONTINUED
Navistar International Corp. (a) 95,000 $ 2,838,125
SPX Corp. (a) 27,000 1,954,125
Superior Industries International, Inc. 67,000 2,152,375
World Fuel Services Corp. 15,000 302,813
10,263,851
CONSUMER DURABLES - 0.5%
Ballantyne of Omaha, Inc. (a) 30,300 615,469
Department 56, Inc. (a) 109,000 3,917,188
4,532,657
CONSUMER ELECTRONICS - 0.0%
Fossil, Inc. (a) 18,000 416,250
HOME FURNISHINGS - 2.3%
Ethan Allen Interiors, Inc. 200,000 10,187,500
Furniture Brands International, Inc. (a) 249,000 7,314,375
La-Z Boy Chair Co. 20,000 1,046,250
Maxim Group, Inc. (a) 60,000 1,080,000
Stanley Furniture Co, Inc. (a) 11,000 514,250
Winsloew Furniture, Inc. (a) 22,000 591,250
20,733,625
TEXTILES & APPAREL - 3.1%
Burlington Industries, Inc. (a) 118,000 2,065,000
Crown Crafts, Inc. 11,000 243,375
Mohawk Industries, Inc. (a) 232,500 7,178,438
Novel Denim Holdings Ltd. 300 7,575
Pacific Sunwear of California, Inc. (a) 167,000 7,368,875
Pillowtex Corp. 17,754 891,029
Rocky Shoes & Boots, Inc. (a) 20,000 336,250
Supreme International Corp. (a) 15,500 248,000
Westpoint Stevens, Inc. Class A (a) 288,000 9,648,000
27,986,542
TOTAL DURABLES 63,932,925
ENERGY - 8.4%
COAL - 0.5%
Zeigler Coal Holding Co. 233,000 4,208,563
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
ENERGY - CONTINUED
ENERGY SERVICES - 6.6%
Carbo Ceramics, Inc. 6,000 $ 210,750
Cliffs Drilling Co. (a) 272,000 13,413,000
Dawson Geophysical Co. (a) 18,000 312,750
Input/Output, Inc. (a) 528,000 13,134,000
Marine Drilling Companies, Inc. (a) 180,000 4,376,250
Maverick Tube Corp. (a) 138,000 2,406,375
Oceaneering International, Inc. (a) 135,000 3,096,563
Parker Drilling Co. (a) 200,000 2,050,000
Pool Energy Services Co. (a) 189,000 4,984,875
Transcoastal Marine Services, Inc. 600 6,900
Varco International, Inc. (a) 543,000 16,697,250
60,688,713
OIL & GAS - 1.3%
Giant Industries, Inc. 25,000 540,625
National-Oilwell, Inc. (a) 94,000 3,566,125
Veritas DGC, Inc. (a) 143,000 7,748,813
11,855,563
TOTAL ENERGY 76,752,839
FINANCE - 15.6%
BANKS - 2.3%
Brenton Banks, Inc. 5,000 108,750
CNB Bancshares, Inc. 13,000 637,000
Citizens Banking Corp. 10,000 355,000
City National Corp. 189,500 7,047,031
Cullen Frost Bankers, Inc. 28,000 1,638,000
First Empire State Corp. 8,679 4,426,290
Imperial Bancorp (a) 108,000 3,165,750
Republic Bancorp 20,000 390,000
Trans Financial, Inc. 25,000 1,387,500
USBANCORP, Inc. 22,000 1,804,000
West Coast Bancorp. 8,000 209,000
21,168,321
CLOSED END INVESTMENT COMPANY - 3.9%
Austria Fund, Inc. 342,400 4,408,400
Brazil Fund, Inc. 40,000 910,000
Central European Equity Fund 80,000 1,580,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
CLOSED END INVESTMENT COMPANY - CONTINUED
Chile Fund, Inc. 29,000 $ 469,438
Emerging Markets Telecommunication Fund, Inc. 40,000 572,500
Emerging Germany Fund, Inc. 150,000 2,146,875
Emerging Markets Infrastructure Fund, Inc. 200,000 2,337,500
First Australia Fund, Inc. 33,000 255,750
GT Global Eastern Europe Fund 29,933 357,325
Growth Fund of Spain, Inc. 180,000 3,881,250
Invesco Global Health Sciences Fund 15,000 296,250
Italy Fund, Inc. (The) 170,000 2,475,625
Mexico Fund, Inc. (The) 50,000 909,375
Morgan Stanley Emerging Markets Fund, Inc. 46,000 580,750
Morgan Stanley Asia-Pacific Fund, Inc. 100,000 743,750
New Germany Fund, Inc. (The) 300,000 5,362,500
Portugal Fund, Inc. 50,000 1,121,875
Scudder New Europe Fund, Inc. 28,000 570,500
Scudder New Asia Fund, Inc. 20,000 211,250
Singapore Fund, Inc. 19,000 140,125
Southern Africa Fund, Inc. 25,200 431,550
Spain Fund, Inc. 200,000 3,800,000
Taiwan Fund, Inc. 85,000 1,402,500
Templeton Dragon Fund, Inc. 50,200 552,200
35,517,288
CREDIT & OTHER FINANCE - 2.6%
AmeriCredit Corp. (a) 190,900 6,335,494
Cash America Investments, Inc. 59,000 1,003,000
Coast Federal Litigation Contingent Payment Rights Trust (a) 48,000
813,000
Consumer Portfolio Services, Inc. (a) 52,000 611,000
Delta Financial Corp. (a) 73,000 1,286,625
IMC Mortgage Co. (a) 160,000 2,550,000
Money Store, Inc. (The) 250,500 8,235,188
Resource Bancshares Mortgage Group, Inc. 60,000 1,065,000
Triad Guaranty, Inc. (a) 63,000 2,236,500
24,135,807
INSURANCE - 4.9%
Acceptance Insurance Co., Inc. (a) 29,000 661,563
Alfa Corp. 15,000 268,125
Amerus Life Holdings, Inc. 25,000 800,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Annuity & Life Re (Holdings) Ltd. 800 $ 19,100
CMAC Investments 117,600 7,592,550
Capital Re Corp. 53,000 3,912,063
Chartwell Re Corp. 33,000 1,016,813
Commerce Group, Inc. 16,000 604,000
Delphi Financial Group, Inc. Class A 54,308 3,095,556
Enhance Financial Services Group Corp. 36,000 2,470,500
Fidelity National Financial, Inc. 46,000 1,696,250
First American Financial Corp. 31,500 2,238,469
Fremont General Corp. 54,000 3,010,500
Gallagher (Arthur J.) & Co. 25,000 1,096,875
Guarantee Life Companies, Inc. 10,000 271,250
Harleysville Group Inc. 27,000 729,000
Horace Mann Educators Corp. 78,000 2,681,250
LandAmerica Financial Group, Inc. 26,000 1,371,500
Life RE Corp. 28,000 2,016,000
Medical Assurance, Inc. (a) 17,850 528,806
Mutual Risk Management Ltd. 36,000 1,219,500
Orion Capital Corp. 34,000 1,895,500
RLI Corp. 22,000 1,193,500
Reinsurance Group of America, Inc. 30,000 1,486,875
State Auto Financial Corp. 10,000 363,750
Stirling Cooke Brown Holdings Ltd. 400 11,300
Vesta Insurance Group Corp. 45,000 2,548,125
44,798,720
SAVINGS & LOANS - 1.6%
California Federal Bank FSB (a):
contingent litigation recovery rights 24,640 523,600
secondary contingent litigation
recovery participation interest 38,540 963,500
D & N Financial Corp. 12,000 349,500
FirstFed Financial Corp. (a) 27,000 1,235,250
Flushing Financial Corp. 18,000 479,250
Golden State Bancorp (a) 229,565 8,953,035
Webster Financial Corp. 52,000 1,761,500
14,265,635
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
SECURITIES INDUSTRY - 0.3%
Affiliated Managers Group, Inc. 2,700 $ 100,238
Freedom Securities Corp. 400 8,875
Legg Mason, Inc. 51,000 3,009,000
3,118,113
TOTAL FINANCE 143,003,884
HEALTH - 4.2%
DRUGS & PHARMACEUTICALS - 0.7%
Alpharma, Inc. Class A 68,833 1,565,951
ICN Pharmaceuticals, Inc. 86,700 4,269,975
Medco Research, Inc. (a) 20,000 407,500
Optek Technology, Inc. (a) 13,000 295,750
6,539,176
MEDICAL EQUIPMENT & SUPPLIES - 0.3%
Bindley Western Industries, Inc. 39,000 1,516,125
EMPI, Inc. (a) 31,800 636,000
OEC Medical Systems, Inc. (a) 15,000 340,313
Resmed, Inc. (a) 7,000 276,938
Young Innovations, Inc. 400 6,500
2,775,876
MEDICAL FACILITIES MANAGEMENT - 3.2%
AmeriPath, Inc. 80,000 1,310,000
Corvel Corp. (a) 5,000 178,125
FPA Medical Management, Inc. (a) 150,000 1,875,000
Hanger Orthopedic Group, Inc. (a) 42,000 784,875
Hooper Holmes, Inc. 53,000 1,248,813
Integrated Health Services, Inc. 198,000 7,635,375
Mariner Health Group, Inc. (a) 156,000 2,827,500
Matria Healthcare, Inc. (a) 90,000 427,500
NovaCare, Inc. (a) 222,000 3,094,125
Total Renal Care Holdings, Inc. (a) 142,000 4,703,750
Universal Health Services, Inc. Class B (a) 81,000 4,662,563
28,747,626
TOTAL HEALTH 38,062,678
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - 4.7%
ELECTRICAL EQUIPMENT - 1.4%
C&D Technologies, Inc. 35,000 $ 1,933,750
Cyberoptics Corp. (a) 30,000 665,625
Hughes Supply, Inc. 109,300 4,235,375
Kuhlman Corp. 44,000 2,156,000
MagneTek, Inc. (a) 164,000 3,228,750
Thomas Industries, Inc. 21,000 544,688
12,764,188
INDUSTRIAL MACHINERY & EQUIPMENT - 2.9%
Applied Power, Inc. Class A 86,000 3,214,250
Asyst Technologies, Inc. (a) 70,000 1,474,375
Commercial Intertech Corp. 135,000 2,910,938
ESCO Electronics Corp. (trust receipt) (a) 47,000 863,625
Gardner Denver Machinery, Inc. (a) 40,000 1,127,500
Gehl Co. (a) 11,000 203,500
Graco, Inc. 39,300 1,353,394
Hardinge, Inc. 10,000 387,500
Kaydon Corp. 59,000 2,584,938
Manitowoc Co., Inc. 105,000 4,895,625
Robbins & Myers, Inc. 40,000 1,325,000
Terex Corp. (a) 111,000 3,399,375
TriStar Aerospace Co. 16,500 264,000
Varlen Corp. 34,000 1,181,500
Watts Industries, Inc. Class A 60,000 1,537,500
26,723,020
POLLUTION CONTROL - 0.4%
Ogden Corp. 122,000 3,751,500
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 43,238,708
MEDIA & LEISURE - 3.0%
ENTERTAINMENT - 0.1%
Bally Total Fitness Holding Corp. (a) 30,000 922,500
Harveys Casino Resorts 12,000 325,500
1,248,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
LEISURE DURABLES & TOYS - 0.5%
Authentic Fitness Corp. 94,000 $ 1,703,750
Russ Berrie & Co., Inc. 43,000 1,230,875
Steinway Musical Instruments, Inc. (a) 39,000 1,191,938
T-HQ, Inc. (a) 31,000 817,625
4,944,188
LODGING & GAMING - 0.5%
American General Hospitality Corp. 81,000 2,030,063
Rio Hotel & Casino, Inc. (a) 106,000 2,398,250
4,428,313
PUBLISHING - 0.2%
Scholastic Corp. (a) 60,000 2,235,000
RESTAURANTS - 1.7%
CKE Restaurants, Inc. 123,200 4,265,800
Foodmaker, Inc. (a) 222,000 4,218,000
Ruby Tuesday, Inc. 43,000 1,440,500
ShowBiz Pizza Time, Inc. (a) 134,000 5,175,750
15,100,050
TOTAL MEDIA & LEISURE 27,955,551
NONDURABLES - 3.1%
AGRICULTURE - 0.2%
Michael Foods, Inc. 62,000 1,813,500
BEVERAGES - 0.7%
Canadaigua Wine Co. Class A (a) 83,000 4,347,125
Coors (Adolph) Co. Class B 53,000 1,894,750
6,241,875
FOODS - 1.0%
Earthgrains Co. 54,000 2,524,500
International Multifoods Corp. 64,000 1,860,000
J & J Snack Foods Corp. (a) 14,000 273,000
Pilgrims Pride Corp. 7,900 134,300
Omega Protein Corp. 900 15,750
Smithfield Foods, Inc. (a) 134,000 4,070,250
8,877,800
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 0.5%
Aptargroup, Inc. 36,000 $ 2,250,000
Windmere-Durable Holdings, Inc. 103,000 2,523,500
4,773,500
TOBACCO - 0.7%
Consolidated Cigar Holdings, Inc. Class A (a) 139,000 1,919,938
Schweitzer-Mauduit International, Inc. 53,000 1,762,250
Universal Corp. 78,000 2,920,125
6,602,313
TOTAL NONDURABLES 28,308,988
RETAIL & WHOLESALE - 8.7%
APPAREL STORES - 4.4%
Buckle, Inc. (The) (a) 40,000 2,025,000
Cato Corp. Class A 65,000 926,250
Claire's Stores, Inc. 111,000 2,421,188
Columbia Sportswear Co. (a) 200 4,250
Dress Barn, Inc. (a) 98,000 2,854,250
Footstar, Inc. (a) 156,500 6,230,656
Genesco, Inc. (a) 132,000 2,235,750
Goody's Family Clothing (a) 50,000 2,475,000
Ross Stores, Inc. 408,000 18,895,500
Wet Seal, Inc. Class A (a) 60,000 1,657,500
39,725,344
GENERAL MERCHANDISE STORES - 2.6%
Ames Department Stores (a) 104,000 2,548,000
Family Dollar Stores, Inc. 202,500 6,885,000
Freds, Inc. Class A 17,500 437,500
Michaels Stores, Inc. (a) 145,000 4,386,250
99 Cents Only Stores (a) 26,000 991,250
Shopko Stores, Inc. (a) 134,000 4,639,750
Stein Mart, Inc (a). 121,000 4,265,250
24,153,000
RETAIL & WHOLESALE, MISCELLANEOUS - 1.7%
Best Buy Co., Inc. (a) 37,000 2,599,250
Cameron Ashley, Inc. (a) 15,700 312,038
DM Management (a) 30,000 813,750
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Finish Line, Inc. Class A (a) 150,000 $ 3,712,500
Funco, Inc. (a) 19,000 361,000
Pier 1 Imports, Inc. 235,500 6,211,313
Trend-Lines, Inc. Class A (a) 10,000 76,250
Zale Corp. (a) 50,000 1,506,250
15,592,351
TOTAL RETAIL & WHOLESALE 79,470,695
SERVICES - 2.5%
ADVERTISING - 0.2%
ADVO, Inc. (a) 57,000 1,631,625
LEASING & RENTAL - 0.7%
Budget Group, Inc. Class A (a) 60,000 2,010,000
Cort Business Services Corp. (a) 14,000 559,125
Leasing Solutions, Inc. (a) 71,000 1,961,375
Rental Service Corp. (a) 12,000 348,750
Renters Choice, Inc. (a) 52,000 1,423,500
6,302,750
PRINTING - 0.7%
Cadmus Communications Corp. 10,000 261,250
Consolidated Graphics, Inc. (a) 39,000 2,249,813
Merrill Corp. 25,000 518,750
Schawk, Inc. Class A 5,000 80,000
United Stationers, Inc. (a) 11,000 694,375
Valassis Communications, Inc. (a) 62,000 2,433,500
6,237,688
SERVICES - 0.9%
Balanced Care Corp. 100,000 825,000
Charles River Associates, Inc. 200 4,800
Coach USA, Inc. (a) 52,000 2,466,750
DA Consulting Group, Inc. 100 1,763
Day Runner, Inc. (a) 40,000 960,000
Personnel Group of America, Inc. (a) 100,000 1,987,500
Prime Medical Services, Inc. (a) 45,000 478,125
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SERVICES - CONTINUED
SERVICES - CONTINUED
Provant, Inc. 300 $ 5,588
RemedyTemp, Inc. Class A (a) 6,000 190,500
Signature Resorts, Inc. (a) 100,000 1,787,500
8,707,526
TOTAL SERVICES 22,879,589
TECHNOLOGY - 10.5%
COMMUNICATIONS EQUIPMENT - 0.1%
CMC Industries (a) 20,000 187,500
Davox Corp. (a) 42,000 939,750
Excel Switching Corp. 200 4,275
1,131,525
COMPUTER SERVICES & SOFTWARE - 3.6%
Adept Technology, Inc. (a) 30,000 309,375
Affiliated Computer Services, Inc. Class A (a) 70,000 2,458,750
Brio Technology, Inc. 300 3,300
Command Systems, Inc. (a) 500 3,469
CompuCom Systems, Inc. (a) 81,000 607,500
Datastream Systems, Inc. (a) 60,000 1,380,000
Diamond Multimedia Systems, Inc. (a) 175,000 2,034,375
DSET Corp. (a) 500 8,375
Fundtech Ltd. 200 4,225
ISS Group, Inc. (a) 200 8,850
Inacom Corp. (a) 160,000 5,730,000
Manhattan Associates, Inc. 300 6,788
National Computer System, Inc. 40,000 1,000,000
Orcad, Inc. (a) 50,000 500,000
Progress Software Corp. (a) 40,000 1,280,000
SPS Transaction Services, Inc. (a) 14,000 431,375
STB Systems, Inc. (a) 100,000 1,431,250
Symantec Corp. (a) 481,000 13,949,000
Systems & Computer Technology Corp. (a) 20,000 1,130,000
32,276,632
COMPUTERS & OFFICE EQUIPMENT - 2.1%
Advanced Digital Information Corp. (a) 71,000 1,331,250
CHS Electronics, Inc. (a) 129,000 2,692,875
Cybex Corp. 13,500 318,938
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Equinox Systems, Inc. (a) 15,000 $ 375,000
General Scanning, Inc. (a) 99,000 2,258,438
MTI Technology Corp. (a) 60,000 956,250
Merisel, Inc. (a) 151,000 481,313
Stratus Computer, Inc. (a) 115,000 5,009,688
Telxon Corp. 87,000 2,811,188
Wang Laboratories, Inc. (a) 110,000 2,970,000
19,204,940
ELECTRONIC INSTRUMENTS - 1.2%
Aeroflex, Inc. (a) 100,000 1,362,500
Berg Electronics Corp. (a) 28,000 666,750
Electro Scientific Industries, Inc. (a) 26,000 988,000
SBS Technologies, Inc. (a) 53,000 1,583,375
Waters Corp. (a) 122,000 6,527,000
11,127,625
ELECTRONICS - 3.5%
Applied Science & Technology, Inc. (a) 20,000 270,000
Benchmark Electronics, Inc. (a) 22,000 493,625
Broadcom Corp. Class A 100 4,800
C.P. Clare Corp. (a) 51,000 656,625
Dallas Semiconductor Corp. 110,000 4,241,875
Esterline Technologies Corp. (a) 60,000 1,380,000
Galileo Technology Ltd. 200 6,450
Integrated Circuit Systems, Inc. (a) 150,000 2,268,750
Merix Corporation (a) 15,000 210,938
NeoMagic Corp. (a) 150,000 3,084,375
PMC-Sierra, Inc. (a) 170,000 7,735,000
Semtech Corp. (a) 180,000 4,297,500
Technitrol, Inc. 41,000 1,675,875
World Access, Inc. (a) 144,000 5,562,000
31,887,813
PHOTOGRAPHIC EQUIPMENT - 0.0%
In Focus Systems, Inc. (a) 10,000 86,250
TOTAL TECHNOLOGY 95,714,785
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TRANSPORTATION - 4.9%
AIR TRANSPORTATION - 1.9%
Alaska Air Group, Inc. (a) 119,000 $ 6,678,875
America West Holdings Corp. Class B (a) 224,000 6,776,000
Mesaba Holdings, Inc. (a) 20,000 662,500
Midwest Express Holdings, Inc. (a) 27,000 1,284,188
SkyWest, Inc. 45,000 1,822,500
17,224,063
RAILROADS - 0.3%
MotivePower Industries, Inc. (a) 70,000 1,802,500
Westinghouse Air Brake Co. 32,000 898,000
2,700,500
SHIPPING - 0.2%
Trico Marine Services, Inc. (a) 90,000 2,036,250
TRUCKING & FREIGHT - 2.5%
Airborne Freight Corp. 266,000 10,540,250
Arkansas Best Corp. (a) 55,000 577,500
Circle International Group, Inc. 45,700 1,224,617
Landair Services, Inc. (a) 5,000 165,625
Landstar System, Inc. (a) 15,000 491,250
M.S. Carriers, Inc. (a) 34,000 1,156,000
Rollins Truck Leasing Corp. 123,000 1,629,750
Smithway Motor Xpress Corp. Class A (a) 6,000 100,500
USFreightways Corp. 142,000 5,076,500
XTRA Corp. 29,000 1,758,125
22,720,117
TOTAL TRANSPORTATION 44,680,930
UTILITIES - 1.8%
CELLULAR - 0.1%
Iridium World Communications Ltd. Class A 5,400 359,100
ELECTRIC UTILITY - 1.1%
Rochester Gas & Electric Corp. 170,000 5,291,250
SIGCORP, Inc. 30,000 886,875
United Illuminating Co. 84,000 4,126,500
10,304,625
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UTILITIES - CONTINUED
GAS - 0.6%
Energen Corp. 16,000 $ 357,000
Indiana Energy, Inc. 31,000 976,500
MDU Resources Group, Inc. 57,800 2,004,938
UGI Corp. 75,000 2,081,250
5,419,688
TELEPHONE SERVICES - 0.0%
Exodus Communications, Inc. (a) 300 11,400
U.S. LEC Corp. Class A 600 14,550
25,950
TOTAL UTILITIES 16,109,363
TOTAL COMMON STOCKS
(Cost $588,142,223) 809,091,976
U.S. TREASURY OBLIGATIONS - 0.3%
PRINCIPAL
AMOUNT
U.S. Treasury Bills, yield at date of purchase,
4.97%, 7/23/98 (c) (Cost $2,966,039) $ 3,000,000 2,966,039
CASH EQUIVALENTS - 11.3%
SHARES
Taxable Central Cash Fund (b)
(Cost $103,041,258) 103,041,258 103,041,258
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $694,149,520) $ 915,099,273
FUTURES CONTRACTS
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
387 Russell 2000 Index Futures Contracts June, 1998 $ 94,234,500 $
882,943
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 10.3%
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield of the Taxable Central Cash
Fund was 5.51%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) Security was pledged to cover margin requirements for futures
contracts. At the period end, the value of securities pledged amounted
to $2,966,039.
INCOME TAX INFORMATION
At April 30, 1998, the aggregate cost of investment securities for
income tax purposes was $694,214,961. Net unrealized appreciation
aggregated $220,884,312, of which $235,860,215 related to appreciated
investment securities and $14,975,903 related to depreciated
investment securities.
The fund hereby designates approximately $35,318,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS APRIL 30, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $694,149,520) - $ 915,099,273
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 483,499

RECEIVABLE FOR FUND SHARES SOLD 2,402,112

DIVIDENDS RECEIVABLE 388,277

INTEREST RECEIVABLE 549,413

RECEIVABLE FOR DAILY VARIATION ON FUTURES CONTRACTS 1,741,500

REDEMPTION FEE RECEIVABLE 625

OTHER RECEIVABLES 205,755

TOTAL ASSETS 920,870,454

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 500,700

PAYABLE FOR FUND SHARES REDEEMED 993,599

ACCRUED MANAGEMENT FEE 582,620

OTHER PAYABLES AND ACCRUED EXPENSES 221,538

TOTAL LIABILITIES 2,298,457

NET ASSETS $ 918,571,997

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 654,831,453

UNDISTRIBUTED NET INVESTMENT INCOME 2,114,416

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 39,793,432
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 221,832,696

NET ASSETS, FOR 50,723,081 SHARES OUTSTANDING $ 918,571,997

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE $18.11
($918,571,997 (DIVIDED BY) 50,723,081 SHARES)

MAXIMUM OFFERING PRICE PER SHARE (100/97.00 OF $18.11) $18.67

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED APRIL 30, 1998

INVESTMENT INCOME $ 7,639,494
DIVIDENDS

INTEREST 3,963,362

TOTAL INCOME 11,602,856

EXPENSES

MANAGEMENT FEE $ 4,686,622
BASIC FEE

PERFORMANCE ADJUSTMENT 198,079

TRANSFER AGENT FEES 1,977,222

ACCOUNTING FEES AND EXPENSES 369,607

NON-INTERESTED TRUSTEES' COMPENSATION 3,579

CUSTODIAN FEES AND EXPENSES 21,765

REGISTRATION FEES 72,250

AUDIT 40,761

LEGAL 6,047

MISCELLANEOUS 3,080

TOTAL EXPENSES BEFORE REDUCTIONS 7,379,012

EXPENSE REDUCTIONS (326,196) 7,052,816

NET INVESTMENT INCOME 4,550,040

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

INVESTMENT SECURITIES 85,929,379

FUTURES CONTRACTS 547,666 86,477,045

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 166,264,626

FUTURES CONTRACTS 882,943 167,147,569

NET GAIN (LOSS) 253,624,614

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 258,174,654
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30,
1998 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 4,550,040 $ 2,254,063
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 86,477,045 11,234,384

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 167,147,569 (32,500,724)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 258,174,654 (19,012,277)
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (5,800,797) (465,966)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (53,690,763) (23,807,815)

TOTAL DISTRIBUTIONS (59,491,560) (24,273,781)

SHARE TRANSACTIONS 606,422,745 341,395,048
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 59,048,723 24,127,354

COST OF SHARES REDEEMED (397,131,032) (427,019,838)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 268,340,436 (61,497,436)
FROM SHARE TRANSACTIONS

REDEMPTION FEES 882,960 875,845

TOTAL INCREASE (DECREASE) IN NET ASSETS 467,906,490 (103,907,649)

NET ASSETS

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

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 918,571,997 $ 450,665,507
INCOME OF $2,114,416 AND $2,279,590, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 37,016,611 25,235,333

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 3,782,147 1,776,683

REDEEMED (24,590,359) (32,432,593)

NET INCREASE (DECREASE) 16,208,399 (5,420,577)

</TABLE>

FINANCIAL HIGHLIGHTS

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

1998 1997 1996 1995 1994 E

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 .10 D .06 D .07 .05 .02

NET REALIZED AND UNREALIZED 6.20 (.39) 3.74 .28 .65
GAIN (LOSS)

TOTAL FROM INVESTMENT OPERATIONS 6.30 (.33) 3.81 .33 .67

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.13) (.01) (.08) (.01) -

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

FROM NET REALIZED GAIN (1.14) (.51) (.77) - -

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

TOTAL DISTRIBUTIONS (1.27) (.52) (.85) (.01) (.06)

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

NET ASSET VALUE, END OF PERIOD $ 18.11 $ 13.06 $ 13.89 $ 10.93 $ 10.61

TOTAL RETURN B, C 50.21% (2.38)% 35.72% 3.12% 6.70%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 918,572 $ 450,666 $ 554,573 $ 562,736 $ 661,804
(000 OMITTED)

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

RATIO OF EXPENSES TO AVERAGE NET .97% F .90% F .99% F .90% F 1.18% A, F
ASSETS AFTER EXPENSE REDUCTIONS

RATIO OF NET INVESTMENT INCOME TO .63% .41% .39% .40% .03% A
AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 88% 176% 192% 182% 210% A

AVERAGE COMMISSION RATE G $ .0372 $ .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 FOR THE PERIOD JUNE 28, 1993 (COMMENCEMENT OF OPERATIONS) TO APRIL
30, 1994.
F 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).
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 April 30, 1998

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Small Cap Selector (the fund) (formerly Fidelity Small Cap
Stock 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 require 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. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. 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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
date. Non-cash dividends included in dividend income, if any, are
recorded at the fair market value of the securities received. Interest
income is accrued as earned. Investment income is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among 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, passive
foreign investment companies (PFIC), market discount, non-taxable
dividends 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 1.50% 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. Prior to November 15, 1997, the fee was
0.75%.
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.
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
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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 Fidelity Investments Money Management, Inc.,
(formerly 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 earned
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.
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.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $742,288,036 and $577,784,075, respectively.
The market value of futures contracts opened and closed during the
period amounted to $304,398,834 and $211,594,977, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. 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 annual rate of .67% 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 $927,979 on sales of shares of the fund of which $999
was paid to securities dealers, banks and other financial
institutions.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .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 $138,819 for the
period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $287,270 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 $10,170 and $28,756, respectively, under these
arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Small Cap Selector (formerly Fidelity Small Cap Stock Fund):
We have audited the accompanying statement of assets and liabilities
of Fidelity Commonwealth Trust: Fidelity Small Cap Selector (formerly
Fidelity Small Cap Stock Fund), including the schedule of portfolio
investments, as of April 30, 1998, and the related statement of
operations for the year then ended, the statement of changes in net
assets for each of the two years in the period then ended and the
financial highlights for each of the four years in the period then
ended and for the period June 28, 1993 (commencement of operations) to
April 30, 1994. These financial statements and financial highlights
are the responsibility of the fund's management. Our responsibility is
to express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of April 30, 1998 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Commonwealth Trust: Fidelity Small Cap
Selector (formerly Fidelity Small Cap Stock Fund) as of April 30,
1998, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the four years in the
period then ended and for the period June 28, 1993 (commencement of
operations) to April 30, 1994, in conformity with generally accepted
accounting principles.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 5, 1998
DISTRIBUTIONS

The Board of Trustees of Fidelity Small Cap Selector voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:

PAY DATE 6/9/97 12/8/97 6/8/98

RECORD DATE 6/6/97 12/5/97 6/5/98

DIVIDENDS $ .05 $ .08 $.03

SHORT-TERM
CAPITAL GAINS - $ .51 $.15

LONG-TERM
CAPITAL GAINS $ .25 $ .38 $.47

LONG-TERM
CAPITAL GAIN BREAKDOWN:
28% rate 100.00% 34.73% 55.11%
20% rate - 65.27% 44.89%
A total of 1.30% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.
A total of 17% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of these percentages
for use in preparing 1998 income tax returns.
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
Robert A. Lawrence, Vice President
Bradford Lewis, Vice President
Eric D. Roiter, 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
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
Contrafund II
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 Selector
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 1-800-544-4774
(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)FIDELITY

LARGE CAP STOCK
FUND
ANNUAL REPORT
APRIL 30, 1998
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.

REPORT OF INDEPENDENT 26 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 27

FIDELITY LARGE CAP STOCK 39.03% 91.72%

S&P 500 (REGISTERED TRADEMARK) 41.07% 113.63%

GROWTH FUNDS AVERAGE 39.11% N/A

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, or since the fund
started on June 22, 1995. For example, if you 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 one year average represents a peer
group of 864 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1998 PAST 1 LIFE OF
YEAR FUND

FIDELITY LARGE CAP STOCK 39.03% 25.58%

S&P 500 41.07% 30.42%

GROWTH FUNDS AVERAGE 39.11% N/A

MARKET RECAP
While the U.S. stock market's
resolve was tested repeatedly
during the 12-month period that
ended April 30, 1998, a strong
domestic economy helped stocks
post impressive gains. The
Standard & Poor's 500 Index - a
measure of the U.S. stock market -
returned 41.07% during this time.
Early in the period, stocks of larger
companies were responsible for
much of the market's advance. In
August and September, stocks of
smaller companies joined in the
fun. In fact, the Russell 2000
Index - a general measure of
small-capitalization stock
performance - returned 42.40%
during the 12-month period. The
tide turned in late October when
the Dow Jones Industrial Average
fell 550-plus points in one trading
session in response to an
economic crisis that was unfolding
in Southeast Asia. The shake-up in
global markets ignited a new "flight
to quality" - meaning investors
again sought out the liquidity and
stable earnings growth of large-cap
companies. Despite this volatility
at the end of 1997, the vibrant U.S.
economy helped the stock market
to achieve record gains in early
1998. In fact, the Dow itself closed
above 9000 for the first time in
April. The period ended on a
positive note when the Commerce
Department reported that gross
domestic product grew at a
stronger-than-expected rate of
4.2% in the first quarter, while
employment costs increased at a
slower-than-expected pace -
continued signs of strong
economic growth amidst benign
inflation.
NOTE TO SHAREHOLDERS: On April 1, 1998, Karen Firestone became
Portfolio Manager of Fidelity Large Cap Stock Fund. The following is
an interview with Thomas Sprague, who managed the fund during most of
the period covered by this report, along with comments from Karen
Firestone on her changes to the fund, outlook and investment approach.
Q. HOW HAS THE FUND PERFORMED OVER THE PAST YEAR, TOM?
T.S. The fund has performed broadly in line with the market and with
its peers. For the 12 months that ended April 30, 1998, the fund
returned 39.03%, which was in line with the 39.11% return of the
growth funds average tracked by Lipper Analytical Services, and
slightly below the Standard & Poor's 500 Index return of 41.07%.
Q. WHILE THE FUND'S PERFORMANCE WAS QUITE STRONG, IT TRAILED THE S&P
500 SLIGHTLY. WHY WAS THAT?
T.S. The most significant factor in the fund's performance relative to
the market was that it was underweighted relative to the S&P 500 in
the so-called mega-cap stocks. By this I mean the biggest 50 names in
the market. The main reason the fund did not own more of these
mega-cap stocks was that they were already selling at what I thought
were very high valuations. The underweighting did not help over the
course of the past 12 months as these stocks performed quite well.
Also, the fund was not fully invested. It had about a 4% cash
equivalent balance, on average, to handle cash flows into and out of
the fund. In the kind of market we've been having - one that has gone
up 30% to 40% a year - that can hurt relative performance.
Q. HOW DID THE FUND'S SECTOR STRATEGIES WORK?
T.S. Some of the fund's drug company holdings performed very well.
Schering-Plough, the maker of the successful allergy drug Claritin,
announced some joint ventures that may improve its sales over the long
term, which helped the stock. Another health care company that did
well was Health Management Associates, which has done a really good
job consolidating small rural hospitals. The fund's large stake in the
financial sector also helped. Bank of New York, for example, was a
pretty good performer over the course of the period. Half of its
business focuses on ordinary bank services but the other half is in
securities processing - the type of activity that can stabilize
earnings. American Express was also a good performer over the course
of the year.
Q. WERE THERE ANY DISAPPOINTING SECTORS?
T.S. Yes, some of our technology holdings struggled in the period, due
mostly to the Asian crisis and a back-up in inventory levels at some
personal computer manufacturers. The semi-conductor manufacturer
Adaptec, for example, was negatively affected, and was no longer in
the fund at the end of the period.
Q. TURNING TO YOU, KAREN, HAVE YOU MADE ANY MAJOR CHANGES SINCE YOU
CAME ON BOARD?
K.F. In terms of sectors, I increased the health care and the media
and communications weightings. In health care, I added to the fund's
positions in Johnson & Johnson and Merck; in the communications area,
I bought Viacom, CBS and Tribune Co. These investments were based
somewhat on the knowledge I acquired following the media industry and
the health care industry earlier in my career. Microsoft and CocaCola
also became larger holdings during the period. By the end of the
period, I had reduced the number of companies in the fund from about
150 to about 125, indicative of my interest in being able to focus
attention on fewer names and trying to know them as well as I can.
Q. WHAT IS YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
K.F. I feel the fundamentals of the economy and the market are fairly
solid. By that I mean inflation is low and interest rates are low.
Also, the large growth companies that have driven the market over the
past three years continue to have good earnings power. Although their
sales growth is not what I'd call stellar, we are still seeing
earnings acceleration in the mid-teen range. So, to the extent that
money flows into the market, I see growth companies continuing to
benefit.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGERS ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGERS' VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.

KAREN FIRESTONE ON HER
INVESTMENT APPROACH.
"In general, I feel the mandate of
this fund is to buy the best of the
large-cap growth stocks. I do not
think we can turn away from the
names that have led the market
just because of their appreciation.
Therefore, I will probably be
inclined toward staying with some
of the blue chip, large-cap
companies if I feel their earnings
prospects look strong going
forward.
"In terms of how I evaluate specific
companies, I look for sales growth
that is accelerating - moving
from 10% to 15%, for example -
because of new product
introductions or increased
global reach. I also like companies
that have improving gross-profit
margins due to declines in the
cost-of-goods sold, for example.
Lastly, companies that have
increasing market share is
another attribute that I look for."
FUND FACTS
GOAL: to seek long-term
growth of capital by investing
in companies with market
capitalization greater than $1
billion at the time of
investment
FUND NUMBER: 338
TRADING SYMBOL: FLCSX
START DATE: June 22, 1995
SIZE: as of April 30, 1998,
more than $154 million
MANAGER: Karen Firestone,
since April 1, 1998; manager,
Fidelity Advisor Large Cap
Fund, since April 1998; Fidelity
Select Health Care Portfolio,
1995-1997; Fidelity Advisor
Health Care Fund, 1996-1997;
Fidelity Select Biotechnology
Portfolio, 1992-1997; Fidelity
Select Air Transportation
Portfolio, 1987-1992;
Fidelity Select Leisure Portfolio,
1986-
1988; Fidelity Select
Transportation Portfolio,
1986-
1992; joined Fidelity in 1983
(checkmark)
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

MICROSOFT CORP. 3.2 1.2

COCA-COLA CO. (THE) 3.0 0.0

GENERAL ELECTRIC CO. 3.0 1.2

MERCK & CO., INC. 2.9 0.7

BRISTOL-MYERS SQUIBB CO. 2.8 2.2

WAL-MART STORES, INC. 2.0 0.6

JOHNSON & JOHNSON 1.9 0.9

INTEL CORP. 1.8 0.9

AMERICAN HOME PRODUCTS CORP. 1.8 2.3

ALCATEL ALSTHOM COMPAGNIE GENERALE 1.7 1.3
D'ELECTRICITE SA SPONSORED ADR

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 19.8 23.9

HEALTH 18.3 13.7

FINANCE 12.4 12.1

NONDURABLES 10.7 8.6

MEDIA & LEISURE 8.5 4.8

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF APRIL 30, 1998 * AS OF OCTOBER 31, 1997 **
ROW: 1, COL: 1, VALUE: 98.7
ROW: 1, COL: 2, VALUE: 1.3
STOCKS 95.1%
SHORT-TERM
INVESTMENTS 4.9%
FOREIGN
INVESTMENTS 4.4%
STOCKS 98.7%
SHORT-TERM
INVESTMENTS 1.3%
FOREIGN
INVESTMENTS 5.5%
ROW: 1, COL: 1, VALUE: 95.09999999999999
ROW: 1, COL: 2, VALUE: 4.9
*
**
INVESTMENTS APRIL 30, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 98.7%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 1.1%
AEROSPACE & DEFENSE - 0.5%
Lockheed Martin Corp. 6,680 $ 743,985
DEFENSE ELECTRONICS - 0.6%
Raytheon Co. Class A 17,100 943,706
TOTAL AEROSPACE & DEFENSE 1,687,691
BASIC INDUSTRIES - 1.3%
CHEMICALS & PLASTICS - 0.5%
Monsanto Co. 14,800 782,550
PACKAGING & CONTAINERS - 0.8%
Owens-Illinois, Inc. (a) 27,870 1,102,607
TOTAL BASIC INDUSTRIES 1,885,157
CONSTRUCTION & REAL ESTATE - 0.4%
REAL ESTATE - 0.4%
Stewart Enterprises, Inc. Class A 19,000 489,250
DURABLES - 1.2%
AUTOS, TIRES, & ACCESSORIES - 0.3%
Honda Motor Co., Ltd. ADR 6,600 480,563
HOME FURNISHINGS - 0.7%
Leggett & Platt, Inc. 19,100 992,006
TEXTILES & APPAREL - 0.2%
NIKE, Inc. Class B 6,800 324,700
TOTAL DURABLES 1,797,269
ENERGY - 4.1%
ENERGY SERVICES - 2.0%
Dresser Industries, Inc. 21,700 1,147,388
Halliburton Co. 20,600 1,133,000
Schlumberger Ltd. 7,000 580,125
2,860,513
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
ENERGY - CONTINUED
OIL & GAS - 2.1%
Amoco Corp. 13,200 $ 584,100
Texaco, Inc. 9,500 584,250
Total SA sponsored ADR 24,900 1,462,875
Valero Energy Corp. 16,600 537,425
3,168,650
TOTAL ENERGY 6,029,163
FINANCE - 12.4%
BANKS - 1.8%
AmSouth Bancorp. 12,200 760,975
Banc One Corp. 15,900 935,119
Bank of New York Co., Inc. 17,380 1,026,506
2,722,600
CREDIT & OTHER FINANCE - 3.2%
American Express Co. 22,910 2,336,820
Fleet Financial Group, Inc. 19,200 1,658,400
Household International, Inc. 6,000 788,625
4,783,845
FEDERAL SPONSORED CREDIT - 2.4%
Freddie Mac 23,100 1,069,819
Fannie Mae 40,700 2,436,913
3,506,732
INSURANCE - 2.6%
Allstate Corp. 5,271 507,334
AMBAC, Inc. 11,200 634,900
American International Group, Inc. 7,100 934,094
Hartford Financial Services Group, Inc. 8,400 930,300
MGIC Investment Corp. 2,200 138,585
UNUM Corp. 13,900 747,125
3,892,338
SAVINGS & LOANS - 1.9%
Charter One Financial Corp. 16,600 1,123,613
Dime Bancorp., Inc. 38,800 1,190,675
Washington Mutual, Inc. 8,300 581,519
2,895,807
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
SECURITIES INDUSTRY - 0.5%
Travelers Group, Inc. (The) 11,500 $ 703,656
TOTAL FINANCE 18,504,978
HEALTH - 18.3%
DRUGS & PHARMACEUTICALS - 14.1%
American Home Products Corp. 28,220 2,627,988
Astra AB sponsored ADR, Series A 39,100 803,994
Bristol-Myers Squibb Co. 39,800 4,213,825
Lilly (Eli) & Co. 10,900 758,231
Merck & Co., Inc. 35,370 4,262,085
Pfizer, Inc. 21,900 2,492,494
Protein Design Labs, Inc. (a) 10,200 326,400
Roche Holding AG 100 1,012,789
Sankyo Co. Ltd. 25,000 617,354
Schering-Plough Corp. 23,680 1,897,360
Warner-Lambert Co. 10,600 2,005,388
21,017,908
MEDICAL EQUIPMENT & SUPPLIES - 3.5%
Cardinal Health, Inc. 8,500 818,125
Johnson & Johnson 40,000 2,855,000
Medtronic, Inc. 19,700 1,036,713
Omnicare, Inc. 7,600 260,300
Sofamor/Danek Group, Inc. (a) 3,100 272,025
5,242,163
MEDICAL FACILITIES MANAGEMENT - 0.7%
Health Management Associates, Inc. Class A (a) 32,745 1,031,468
TOTAL HEALTH 27,291,539
INDUSTRIAL MACHINERY & EQUIPMENT - 6.8%
ELECTRICAL EQUIPMENT - 5.5%
Alcatel Alsthom Compagnie Generale d'Electricite SA
sponsored ADR 70,500 2,555,625
General Electric Co. 51,780 4,407,773
Honeywell, Inc. 13,900 1,294,438
8,257,836
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%
Cooper Industries, Inc. 3,200 $ 214,000
Ingersoll-Rand Co. 9,950 458,322
672,322
POLLUTION CONTROL - 0.8%
USA Waste Services, Inc. (a) 24,900 1,221,656
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 10,151,814
MEDIA & LEISURE - 8.5%
BROADCASTING - 3.3%
CBS Corp. 50,100 1,784,813
Cablevision Systems Corp. Class A (a) 18,600 1,142,738
Comcast Corp. Class A special 34,000 1,217,625
Tele-Communications, Inc. (TCI Ventures Group),
Series A (a) 47,300 771,581
4,916,757
ENTERTAINMENT - 2.4%
Carnival Cruise Lines, Inc. Class A 13,100 911,269
Disney (Walt) Co. 6,900 857,756
Viacom, Inc. Class A (a) 32,000 1,848,000
3,617,025
LEISURE DURABLES & TOYS - 0.3%
Harley-Davidson, Inc. 7,800 280,800
Mattel, Inc. 5,600 214,550
495,350
PUBLISHING - 2.1%
Cognizant Corp. 16,600 853,863
Tribune Co. 22,700 1,498,200
World Color Press, Inc. (a) 25,100 803,200
3,155,263
RESTAURANTS - 0.4%
McDonald's Corp. 8,100 501,188
TOTAL MEDIA & LEISURE 12,685,583
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - 10.7%
BEVERAGES - 4.7%
Coca-Cola Co. (The) 59,700 $ 4,529,738
PepsiCo, Inc. 45,640 1,811,338
Seagram Co. Ltd. 17,000 724,693
7,065,769
FOODS - 1.4%
Hershey Foods Corp. 10,000 732,500
Sara Lee Corp. 22,200 1,322,288
2,054,788
HOUSEHOLD PRODUCTS - 3.1%
Avon Products, Inc. 13,600 1,117,750
Clorox Co. 13,600 1,140,700
Colgate-Palmolive Co. 6,600 591,938
Gillette Co. 10,300 1,189,006
Procter & Gamble Co. 7,180 590,106
4,629,500
TOBACCO - 1.5%
Philip Morris Companies, Inc. 59,640 2,225,318
TOTAL NONDURABLES 15,975,375
RETAIL & WHOLESALE - 8.0%
APPAREL STORES - 1.6%
Gap, Inc. 28,200 1,450,538
Limited, Inc. (The) 26,500 889,406
2,339,944
DRUG STORES - 0.5%
CVS Corp. 11,100 818,625
GENERAL MERCHANDISE STORES - 3.2%
Consolidated Stores Corp. (a) 14,125 565,000
Dayton Hudson Corp. 14,000 1,222,375
Wal-Mart Stores, Inc. 59,600 3,013,525
4,800,900
GROCERY STORES - 0.9%
Safeway, Inc. (a) 35,500 1,357,875
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 1.8%
Circuit City Stores, Inc. - Circuit City Group 14,600 $ 593,125
Home Depot, Inc. 20,900 1,455,163
Staples, Inc. (a) 25,100 619,656
2,667,944
TOTAL RETAIL & WHOLESALE 11,985,288
SERVICES - 2.6%
ADVERTISING - 1.1%
Omnicom Group, Inc. 19,500 923,813
Outdoor Systems, Inc. (a) 24,900 790,575
1,714,388
LEASING & RENTAL - 0.7%
Hertz Corp. Class A 24,600 1,008,600
SERVICES - 0.8%
AccuStaff, Inc. (a) 31,700 1,137,238
TOTAL SERVICES 3,860,226
TECHNOLOGY - 19.8%
COMMUNICATIONS EQUIPMENT - 2.5%
Ascend Communications, Inc. (a) 13,400 583,738
Aspect Telecommunications Corp. (a) 24,200 695,750
Cisco Systems, Inc. (a) 23,190 1,698,668
Lucent Technologies, Inc. 9,500 723,188
3,701,344
COMPUTER SERVICES & SOFTWARE - 7.8%
America Online, Inc. (a) 5,800 464,000
Cadence Design Systems, Inc. (a) 10,700 388,544
Computer Associates International, Inc. 15,700 919,431
Compuware Corp. (a) 7,800 381,225
Electronic Data Systems Corp. 30,500 1,311,500
First Data Corp. 16,400 555,550
Keane, Inc. (a) 11,800 592,950
Microsoft Corp. (a) 53,200 4,794,650
Oracle Corp. 16,600 429,525
Shared Medical Systems Corp. 10,300 751,256
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Siebel Systems, Inc. (a) 10,000 $ 258,750
SunGard Data Systems, Inc. (a) 21,900 780,188
11,627,569
COMPUTERS & OFFICE EQUIPMENT - 5.1%
Comdisco, Inc. 16,050 710,213
Compaq Computer Corp. 34,400 965,350
Dell Computer Corp. (a) 26,500 2,139,875
EMC Corp. (a) 32,500 1,499,063
Hewlett-Packard Co. 18,200 1,370,688
Pitney Bowes, Inc. 19,420 932,160
7,617,349
ELECTRONIC INSTRUMENTS - 0.3%
Applied Materials, Inc. (a) 11,600 419,050
ELECTRONICS - 4.1%
Altera Corp. (a) 14,600 591,300
Intel Corp. 33,400 2,699,138
Linear Technology Corp. 11,740 945,070
Maxim Integrated Products, Inc. (a) 12,900 520,838
Texas Instruments, Inc. 21,900 1,402,969
6,159,315
TOTAL TECHNOLOGY 29,524,627
UTILITIES - 3.5%
CELLULAR - 0.3%
AirTouch Communications, Inc. (a) 8,300 440,938
ELECTRIC UTILITY - 0.4%
Houston Industries, Inc. 19,900 578,344
TELEPHONE SERVICES - 2.8%
AT&T Corp. 14,400 864,900
MCI Communications Corp. 26,100 1,313,156
WorldCom, Inc. (a) 47,300 2,023,553
4,201,609
TOTAL UTILITIES 5,220,891
TOTAL COMMON STOCKS
(Cost $123,286,084) 147,088,851
CASH EQUIVALENTS - 1.3%
SHARES VALUE (NOTE 1)
Taxable Central Cash Fund (b)
(Cost $1,877,333) 1,877,333 $ 1,877,333
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $125,163,417) $ 148,966,184
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield of the Taxable Central Cash
Fund was 5.51%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At April 30, 1998, the aggregate cost of investment securities for
income tax purposes was $125,877,414. Net unrealized appreciation
aggregated $23,088,770, of which $25,340,060 related to appreciated
investment securities and $2,251,290 related to depreciated investment
securities.
The fund hereby designates approximately $6,232,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $125,163,417) - $ 148,966,184
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 4,830,640

RECEIVABLE FOR FUND SHARES SOLD 3,429,851

DIVIDENDS RECEIVABLE 83,741

INTEREST RECEIVABLE 24,517

TOTAL ASSETS 157,334,933

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 2,080,717

PAYABLE FOR FUND SHARES REDEEMED 889,230

ACCRUED MANAGEMENT FEE 57,838

OTHER PAYABLES AND ACCRUED EXPENSES 70,805

TOTAL LIABILITIES 3,098,590

NET ASSETS $ 154,236,343

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 106,804,833

UNDISTRIBUTED NET INVESTMENT INCOME 225,430

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 23,403,313
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 23,802,767

NET ASSETS, FOR 9,374,415 SHARES OUTSTANDING $ 154,236,343

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $16.45
PER SHARE ($154,236,343 (DIVIDED BY) 9,374,415 SHARES)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED APRIL 30, 1998

INVESTMENT INCOME $ 1,340,829
DIVIDENDS

INTEREST 301,618

TOTAL INCOME 1,642,447

EXPENSES

MANAGEMENT FEE $ 795,483
BASIC FEE

PERFORMANCE ADJUSTMENT (188,609)

TRANSFER AGENT FEES 353,644

ACCOUNTING FEES AND EXPENSES 80,621

NON-INTERESTED TRUSTEES' COMPENSATION 370

CUSTODIAN FEES AND EXPENSES 17,488

REGISTRATION FEES 40,540

AUDIT 44,490

LEGAL 627

MISCELLANEOUS 714

TOTAL EXPENSES BEFORE REDUCTIONS 1,145,368

EXPENSE REDUCTIONS (26,512) 1,118,856

NET INVESTMENT INCOME 523,591

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

INVESTMENT SECURITIES 28,856,030

FOREIGN CURRENCY TRANSACTIONS 1,375 28,857,405

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON 14,221,736
INVESTMENT SECURITIES

NET GAIN (LOSS) 43,079,141

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 43,602,732
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30,
1998 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 523,591 $ 684,755
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 28,857,405 9,226,884

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 14,221,736 5,099,499

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 43,602,732 15,011,138
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (530,981) (409,596)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (9,466,445) (5,743,668)

TOTAL DISTRIBUTIONS (9,997,426) (6,153,264)

SHARE TRANSACTIONS 142,052,818 178,330,702
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 9,822,082 6,084,858

COST OF SHARES REDEEMED (148,656,557) (164,026,777)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 3,218,343 20,388,783
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 36,823,649 29,246,657

NET ASSETS

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

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 154,236,343 $ 117,412,694
INCOME OF $225,430 AND $401,335, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 9,702,580 14,568,975

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 704,182 517,074

REDEEMED (10,197,944) (13,441,050)

NET INCREASE (DECREASE) 208,818 1,644,999

</TABLE>

FINANCIAL HIGHLIGHTS

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

1998 1997 1996 G

SELECTED PER-SHARE DATA

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

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME .06 D .09 D .05

NET REALIZED AND UNREALIZED GAIN (LOSS) 4.71 1.85 1.70

TOTAL FROM INVESTMENT OPERATIONS 4.77 1.94 1.75

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.06) (.05) (.03)

FROM NET REALIZED GAIN (1.07) (.80) -

TOTAL DISTRIBUTIONS (1.13) (.85) (.03)

NET ASSET VALUE, END OF PERIOD $ 16.45 $ 12.81 $ 11.72

TOTAL RETURN B, C 39.03% 17.35% 17.52%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 154,236 $ 117,413 $ 88,166

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

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

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS .39% .68% .70% A

PORTFOLIO TURNOVER RATE 159% 110% 155% A

AVERAGE COMMISSION RATE F $ .0419 $ .0336

</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.
G FOR THE PERIOD JUNE 22, 1995 (COMMENCEMENT OF OPERATIONS) TO APRIL
30, 1996.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1998

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Large Cap Stock Fund (the fund) is a fund of Fidelity
Commonwealth Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust. The
financial statements have been prepared in conformity with generally
accepted accounting principles which require 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. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. 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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
date. Non-cash dividends included in dividend income, if any, are
recorded at the fair market value of the securities received. Interest
income is accrued as earned. Investment income is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among 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 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 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.
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
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
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 Fidelity Investments Money Management, Inc.,
(formerly 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 earned
by the fund are recorded as interest income in the accompanying
financial statements.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $203,489,600 and $209,618,626, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. 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 annual rate of .45% 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES - CONTINUED
statements. For the period, the transfer agent fees were equivalent to
an annual rate of .26% 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 $29,163 for the
period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $26,279 under this arrangement.
In addition, the fund has entered into an arrangement with its
custodian 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 fees were reduced by $233 under this
arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Large Cap Stock Fund:
We have audited the accompanying statement of assets and liabilities
of Fidelity Commonwealth Trust: Fidelity Large Cap Stock Fund,
including the schedule of portfolio investments, as of April 30, 1998,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the
period then ended and the financial highlights for each of the two
years in the period then ended and for the period June 22, 1995
(commencement of operations) to April 30, 1996. These financial
statements and financial highlights are the responsibility of the
fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of April 30, 1998 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Commonwealth Trust: Fidelity Large Cap
Stock Fund as of April 30, 1998, the results of its operations for the
year then ended, the changes in its net assets for each of the two
years in the period then ended, and the financial highlights for each
of the two years in the period then ended and for the period June 22,
1995 (commencement of operations) to April 30, 1996, in conformity
with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 5, 1998
DISTRIBUTIONS

The Board of Trustees of Fidelity Large Cap Stock Fund voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:

PAY DATE 6/9/97 12/8/97 6/8/98

RECORD DATE 6/6/97 12/5/97 6/5/98

DIVIDENDS $.03 $.03 $.02

SHORT-TERM
CAPITAL GAINS $.26 $.33 $.95

LONG-TERM
CAPITAL GAINS $.22 $.26 $1.28

LONG-TERM
CAPITAL GAIN BREAKDOWN:
28% rate 100% 37.32% 45.16%
20% rate - 62.68% 54.84%
A total of .47% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.
A total of 22% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of these percentages
for use in preparing 1998 income tax returns.
MANAGING YOUR INVESTMENTS

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

For directions and hours,
please call 1-800-544-9797.
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WISCONSIN
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Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
Fidelity Management & Research
(U.K.) Inc., London, England
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail Johnson, Vice President
Eric D. Roiter, 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
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
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(2_FIDELITY_LOGOS)SPARTAN(registered trademark)

MARKET INDEX
FUND

ANNUAL REPORT
APRIL 30, 1998
CONTENTS

PRESIDENT'S MESSAGE 3 NED JOHNSON ON INVESTING STRATEGIES.

PERFORMANCE 4 HOW THE FUND HAS DONE OVER TIME.

FUND TALK 6 THE MANAGER'S REVIEW OF FUND
PERFORMANCE, STRATEGY AND OUTLOOK.

INVESTMENT CHANGES 9 A SUMMARY OF MAJOR SHIFTS IN THE FUND'S
INVESTMENTS OVER THE PAST SIX MONTHS.

INVESTMENTS 10 A COMPLETE LIST OF THE FUND'S INVESTMENTS
WITH THEIR MARKET VALUES.

FINANCIAL STATEMENTS 30 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 34 NOTES TO THE FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT 39 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 40

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 APRIL 30, 1998 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

SPARTAN MARKET INDEX 40.74% 179.71% 301.91%

S&P 500 (REGISTERED TRADEMARK) 41.07% 184.36% 309.42%

S&P 500 INDEX OBJECTIVE FUNDS AVERAGE 40.22% 178.33% N/A

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on March 6, 1990. For example, if you 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 one year 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 APRIL 30, 1998 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

SPARTAN MARKET INDEX 40.74% 22.84% 18.60%

S&P 500 41.07% 23.25% 18.87%

S&P 500 INDEX OBJECTIVE FUNDS AVERAGE 40.22% 22.72% N/A

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)
$10,000 OVER LIFE OF FUND
Spartan Market Index 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
1997/11/30 34375.39 34971.75
1997/12/31 34964.10 35572.22
1998/01/31 35357.13 35965.65
1998/02/28 37873.52 38559.49
1998/03/31 39792.72 40534.12
1998/04/30 40190.85 40941.89
IMATRL PRASUN SHR__CHT 19980430 19980519 164230 R00000000000101
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Spartan Market Index Fund on March 6, 1990, when the fund
started. As the chart shows, by April 30, 1998, the value of the
investment would have grown to $40,191 - a 301.91% increase on the
initial investment. For comparison, look at how the Standard & Poor's
500 Index did over the same period. With dividends and capital gains,
if any, reinvested, the same $10,000 investment would have grown to
$40,942 - a 309.42% 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

NOTE TO SHAREHOLDERS: Frank Salerno became Portfolio Manager of
Spartan Market Index Fund in December 1997, when Bankers Trust was
appointed sub-adviser of the fund.
Q. HOW DID THE FUND PERFORM, FRANK?
A. For the 12 months that ended April 30, 1998, the fund had a total
return of 40.74% - in line with the 41.07% return of the Standard &
Poor's 500 Index. Of course, the fund's return was slightly lower than
the index due to expenses. In addition, the fund beat the 40.22%
return of the S&P 500 Index objective funds average tracked by Lipper
Analytical Services.
Q. WHAT WAS THE MARKET LIKE OVER THE PAST 12 MONTHS?
A. At the beginning of the period, U.S. equity markets rallied as
inflation fears calmed and economic growth moderated from the torrid
pace set in the first quarter of 1997. However, the market began
losing steam in October after Federal Reserve Board Chairman Alan
Greenspan said a low jobless rate could lead to wage increases and
inflationary pressures. On top of that, Southeast Asian economies
began a freefall after several countries in the region experienced
currency difficulties. As fears about the global effects of the Asian
turmoil began surfacing, the U.S. stock market took a big hit. In
fact, on October 27, the Dow Jones Industrial Average experienced its
biggest one-day point drop in history. The Dow rebounded significantly
the next day, but the two-day turbulence paved the way for the
market's ups and downs over the next several months.
Q. WHAT HAPPENED NEXT?
A. Although the Asian crisis kept the Fed from raising interest rates
through the end of the period, the turmoil created a new volatility in
the market, where one-time events started to cause major shake-ups.
Stocks were harshly punished on disappointing first-quarter earnings
reports - sometimes sending the market tumbling for a day or two. On
the other hand, news of big mergers - such as the proposed combination
of Citicorp and Travelers Group announced in April - sent the stock
market soaring. The market ended the period on a positive note when
the Commerce Department reported that gross domestic product grew at a
stronger-than-expected rate of 4.2% in the first quarter, while
employment costs increased at a slower-than-expected pace - a sign of
stagnant inflation.
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 low interest rates, additional fee-based revenues, robust
capital markets and increased merger and acquisition activity. In
fact, after Citicorp and Travelers announced their intent to merge,
many finance stocks appreciated rapidly on hopes that the
consolidation trend would continue and that these companies would be
purchased at high premiums.
Q. TECHNOLOGY HAS BEEN A STRONG DRIVER OF THE MARKET'S RETURNS OVER
THE PAST FEW YEARS. HOW DID THAT SECTOR FARE?
A. Among technology stocks, personal computer (PC) manufacturers such
as IBM and Dell Computer enjoyed the strongest growth as falling PC
prices helped spur demand in both the consumer and commercial markets.
However, the technology sector as a whole fell victim to the Asian
financial crisis in the fourth quarter of 1997 and into early 1998.
Technology companies, especially semiconductor and component makers,
export many of their products to the Far East, so their stocks took a
hit in anticipation of reduced future earnings.
Q. WHAT ABOUT HEALTH CARE STOCKS?
A. Although some large-capitalization health care stocks suffered a
correction at the beginning of the 12-month period because they were
considered to be overvalued, these stocks performed well for the
remainder of the period. Pharmaceutical stocks such as Pfizer led the
sector's gains, fueled by solid earnings and accelerated reviews by
the Food and Drug Administration. Specifically, Pfizer's stock rose on
the immediate popularity of its newly released impotency drug, Viagra,
at the end of the period.
Q. WERE THERE ANY SECTORS OF THE MARKET THAT PROVED TO BE
DISAPPOINTING?
A. As I mentioned, technology stocks continued to struggle on worries
about decreased demand resulting from the Asian crisis. These stocks
were also hit hard toward the end of the period as the Justice
Department's investigation of Microsoft intensified. In addition,
energy stocks were injured by the Asian crisis because Asia is
responsible for a large portion of the growth in demand for most
energy commodities.
Q. WHAT'S YOUR OUTLOOK?
A. At the end of the period, we witnessed continued anxiety about
what kind of effects the Asian turbulence would have on the global
economy. However, we also witnessed strong economic growth and tight
labor markets amidst relatively benign inflation. These factors seem
to signal steady monetary policy in the near future - which bodes well
for continued gains in the stock market. However, Greenspan seemed
increasingly wary of the heights of the stock market at the end of the
period - one factor that may prompt a Fed interest-rate increase in
the near future.
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.

FRANK SALERNO 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) October 22: Louisiana Land &
Exploration is removed following
its acquisition by S&P 500
component Burlington Resources,
Inc.
(solid bullet) November 26: Salomon, Inc., is
deleted from the list after being
acquired by Travelers Group, Inc.
(solid bullet) December 17: HFS, Inc., and
CUC International, Inc., were
removed from the index following
their merger to form Cendant Corp.
(solid bullet) March 30: Nextel
Communications replaced
Safety-Kleen on the list after
Safety-Kleen was acquired by
Laidlaw Environmental.
(solid bullet) April 23: Gateway 2000 replaced
USF&G in the index after USF&G
was acquired by S&P 500 component
St. Paul Cos.
(solid bullet) April 27: Franklin Resources
replaced Corestates Financial in
the index following the acquisition
of Corestates by S&P 500 component
First Union Corp.
FUND FACTS
GOAL: seeks a total return
which corresponds to that
of the Standard & Poor's
500 Index
FUND NUMBER: 317
TRADING SYMBOL: FSMKX
START DATE: March 6, 1990
SIZE: as of April 30, 1998,
more than $5.4 billion
MANAGER: Frank Salerno,
of Bankers Trust, since
December 1997
(checkmark)
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

GENERAL ELECTRIC CO. 3.0 2.8

MICROSOFT CORP. 2.4 2.1

COCA-COLA CO. (THE) 2.0 1.9

EXXON CORP. 1.9 2.0

PFIZER, INC. 1.6 1.2

MERCK & CO., INC. 1.6 1.4

INTEL CORP. 1.4 1.7

ROYAL DUTCH PETROLEUM CO. 1.3 1.5

WAL-MART STORES, INC. 1.2 1.1

INTERNATIONAL BUSINESS MACHINES CORP. 1.2 1.3

TOP TEN MARKET SECTORS AS OF APRIL 30, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

FINANCE 17.1 15.7

TECHNOLOGY 14.0 13.9

HEALTH 11.1 10.5

NONDURABLES 9.4 10.0

UTILITIES 9.2 8.8

ENERGY 7.6 8.7

INDUSTRIAL MACHINERY & EQUIPMENT 5.4 5.4

RETAIL & WHOLESALE 4.8 4.5

BASIC INDUSTRIES 4.5 4.9

MEDIA & LEISURE 4.4 4.1

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 APRIL 30, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 95.1%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 2.0%
AEROSPACE & DEFENSE - 1.7%
AlliedSignal, Inc. 350,700 $ 15,365
Boeing Co. 570,484 28,560
Goodrich (B.F.) Co. 47,520 2,557
Lockheed Martin Corp. 121,168 13,495
Rockwell International Corp. 128,900 7,210
Textron, Inc. 103,700 8,115
United Technologies Corp. 142,640 14,041
89,343
DEFENSE ELECTRONICS - 0.2%
Northrop Grumman Corp. 44,300 4,682
Raytheon Co. Class B 149,840 8,494
13,176
SHIP BUILDING & REPAIR - 0.1%
General Dynamics Corp. 71,300 3,013
TOTAL AEROSPACE & DEFENSE 105,532
BASIC INDUSTRIES - 4.5%
CHEMICALS & PLASTICS - 2.4%
Air Products & Chemicals, Inc. 77,020 6,696
Avery Dennison Corp. 58,000 3,038
Dow Chemical Co. 140,070 13,543
du Pont (E.I.) de Nemours & Co. 664,860 48,410
Eastman Chemical Co. 38,742 2,664
Engelhard Corp. 71,637 1,513
FMC Corp. (a) 18,300 1,419
Great Lakes Chemical Corp. 27,700 1,392
Hercules, Inc. 46,720 2,234
Monsanto Co. 363,300 19,209
Morton International, Inc. 65,100 2,083
Nalco Chemical Co. 33,080 1,315
PPG Industries, Inc. 112,200 7,931
Praxair, Inc. 92,500 4,654
Raychem Corp. 54,800 2,202
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
CHEMICALS & PLASTICS - CONTINUED
Rohm & Haas Co. 38,500 $ 4,151
Sealed Air Corp. (a) 56,098 3,517
Union Carbide Corp. 90,100 4,370
W.R. Grace & Co. (a) 49,400 1,003
131,344
IRON & STEEL - 0.2%
Aeroquip Vickers, Inc. 12,900 820
Allegheny Teledyne, Inc. 100,325 2,546
Armco, Inc. (a) 49,600 341
Bethlehem Steel Corp. (a) 84,200 1,310
Inland Steel Industries, Inc. 22,800 668
Nucor Corp. 56,700 3,398
USX-U.S. Steel Group 53,060 2,077
Worthington Industries, Inc. 47,625 856
12,016
METALS & MINING - 0.4%
Alcan Aluminium Ltd. 132,703 4,303
Aluminum Co. of America 97,320 7,542
ASARCO, Inc. 21,200 529
Cyprus Amax Minerals Co. 46,650 805
Freeport-McMoRan Copper & Gold, Inc. Class B 93,000 1,750
Inco Ltd. 77,358 1,354
Phelps Dodge Corp. 41,140 2,763
Reynolds Metals Co. 52,740 3,481
22,527
PACKAGING & CONTAINERS - 0.3%
Ball Corp. 14,175 548
Bemis Co., Inc. 24,700 1,099
Corning, Inc. 137,840 5,514
Crown Cork & Seal Co., Inc. 76,580 3,987
Owens-Illinois, Inc. (a) 70,700 2,797
Tupperware Corp. 28,500 771
14,716
PAPER & FOREST PRODUCTS - 1.2%
Boise Cascade Corp. 24,300 913
Champion International Corp. 62,700 3,374
Fort James Corp. 133,900 6,645
Georgia-Pacific Corp. 60,100 4,639
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - CONTINUED
International Paper Co. 190,000 $ 9,916
Kimberly-Clark Corp. 343,530 17,434
Louisiana-Pacific Corp. 54,360 1,189
Mead Corp. 74,700 2,586
Potlatch Corp. 13,340 632
Stone Container Corp. (a) 46,014 753
Temple-Inland, Inc. 27,500 1,775
Union Camp Corp. 34,200 2,065
Westvaco Corp. 50,450 1,529
Weyerhaeuser Co. 127,600 7,353
Willamette Industries, Inc. 54,600 2,118
62,921
TOTAL BASIC INDUSTRIES 243,524
CONSTRUCTION & REAL ESTATE - 0.4%
BUILDING MATERIALS - 0.2%
Armstrong World Industries, Inc. 20,310 1,742
Crane Co. 21,350 1,149
Masco Corp. 109,500 6,351
Owens-Corning 26,500 1,101
Sherwin-Williams Co. 98,680 3,515
13,858
CONSTRUCTION - 0.1%
Centex Corp. 40,920 1,422
Fleetwood Enterprises, Inc. 16,600 767
Kaufman & Broad Home Corp. 18,000 523
Pulte Corp. 10,700 548
3,260
ENGINEERING - 0.1%
EG & G, Inc. 21,720 654
Fluor Corp. 56,830 2,685
Foster Wheeler Corp. 18,800 521
3,860
TOTAL CONSTRUCTION & REAL ESTATE 20,978
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 3.1%
AUTOS, TIRES, & ACCESSORIES - 2.1%
AutoZone, Inc. (a) 101,200 $ 3,055
Chrysler Corp. 399,300 16,047
Cooper Tire & Rubber Co. 36,600 874
Cummins Engine Co., Inc. 31,900 1,735
Dana Corp. 55,200 3,264
Eaton Corp. 46,180 4,266
Echlin, Inc. 44,200 2,091
Ford Motor Co. 671,300 30,754
General Motors Corp. 400,756 27,001
Genuine Parts Co. 89,137 3,209
Goodyear Tire & Rubber Co. 98,200 6,874
ITT Industries, Inc. 58,670 2,138
Johnson Controls, Inc. 41,300 2,452
NACCO Industries, Inc. Class A 3,900 656
Navistar International Corp. (a) 34,260 1,024
PACCAR, Inc. 49,076 2,914
Pep Boys-Manny, Moe & Jack 28,200 613
Snap-On Tools Corp. 44,050 1,863
TRW, Inc. 61,920 3,270
114,100
CONSUMER DURABLES - 0.4%
Minnesota Mining & Manufacturing Co. 247,120 23,322
CONSUMER ELECTRONICS - 0.3%
Black & Decker Corp. 53,100 2,741
Maytag Co. 65,000 3,348
Newell Co. 93,500 4,517
Whirlpool Corp. 36,800 2,650
13,256
TEXTILES & APPAREL - 0.3%
Fruit of the Loom, Inc. Class A (a) 37,700 1,409
Liz Claiborne, Inc. 34,900 1,717
NIKE, Inc. Class B 134,120 6,403
Reebok International Ltd. (a) 22,400 658
Russell Corp. 17,000 459
Springs Industries, Inc. Class A 9,300 512
VF Corp. 70,900 3,687
14,845
TOTAL DURABLES 165,523
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - 7.6%
ENERGY SERVICES - 0.9%
Baker Hughes, Inc. 99,400 $ 4,026
Dresser Industries, Inc. 113,340 5,993
Halliburton Co. 163,260 8,979
Helmerich & Payne, Inc. 35,900 1,095
McDermott International, Inc. 25,800 1,067
Rowan Companies, Inc. (a) 39,900 1,175
Schlumberger Ltd. 290,360 24,063
Western Atlas, Inc. (a) 37,340 2,950
49,348
OIL & GAS - 6.7%
Amerada Hess Corp. 61,840 3,556
Amoco Corp. 575,820 25,480
Anadarko Petroleum Corp. 27,600 2,022
Apache Corp. 59,600 2,108
Ashland, Inc. 34,430 1,820
Atlantic Richfield Co. 186,640 14,558
Burlington Resources, Inc. 95,756 4,501
Chevron Corp. 394,780 32,643
Coastal Corp. (The) 57,300 4,093
Exxon Corp. 1,447,620 105,586
Kerr-McGee Corp. 22,160 1,463
Mobil Corp. 459,300 36,285
Occidental Petroleum Corp. 225,700 6,644
Oryx Energy Co. (a) 48,860 1,276
Pennzoil Co. 28,130 1,802
Phillips Petroleum Co. 156,700 7,766
Royal Dutch Petroleum Co. 1,277,580 72,263
Sun Co., Inc. 46,780 1,892
Texaco, Inc. 333,880 20,534
USX-Marathon Group 164,000 5,873
Union Pacific Resources Group, Inc. 167,763 4,005
Unocal Corp. 161,920 6,629
362,799
TOTAL ENERGY 412,147
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 17.1%
BANKS - 7.9%
BB&T Corp. 74,200 $ 4,990
Banc One Corp. 383,725 22,568
Bank of New York Co., Inc. 233,800 13,809
BankBoston Corp. 92,699 10,006
BankAmerica Corp. 400,728 34,062
Bankers Trust Corp. 25,450 3,286
Chase Manhattan Corp. 245,948 34,079
Citicorp 264,469 39,803
Comerica, Inc. 100,350 6,717
Fifth Third Bancorp 148,200 8,151
First Union Corp. 600,988 36,285
Huntington Bancshares, Inc. 99,772 3,548
KeyCorp. 247,110 9,807
Mellon Bank Corp. 163,626 11,781
Mercantile Bancorp., Inc. 87,800 4,862
Morgan (J.P.) & Co., Inc. 111,119 14,584
National City Corp. 197,275 13,661
NationsBank Corp. 563,371 42,675
Northern Trust Corp. 73,200 5,344
Norwest Corp. 464,600 18,439
PNC Financial Corp. 189,260 11,438
Providian Financial Corp. 50,020 3,011
Republic New York Corp. 34,100 4,561
State Street Corp. 88,900 6,356
Summit Bancorp 116,000 5,815
SunTrust Banks, Inc. 116,800 9,512
Synovus Financial Corp. 88,400 3,111
U.S. Bancorp 142,237 18,063
Wachovia Corp. 114,900 9,759
Wells Fargo & Co. 53,074 19,558
429,641
CREDIT & OTHER FINANCE - 2.0%
American Express Co. 271,472 27,690
Associates First Capital Corp. 208,137 15,558
Beneficial Corp. 33,400 4,355
Countrywide Credit Industries, Inc. 72,700 3,517
First Chicago NBD Corp. 179,960 16,714
Fleet Financial Group, Inc. 176,280 15,226
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
Green Tree Financial Corp. 85,100 $ 3,468
Household International, Inc. 67,029 8,810
MBNA Corp. 304,600 10,318
Transamerica Corp. 39,522 4,565
110,221
FEDERAL SPONSORED CREDIT - 1.0%
Freddie Mac 404,700 18,743
Fannie Mae 608,780 36,450
55,193
INSURANCE - 3.9%
Aetna, Inc. 80,930 6,540
Allstate Corp. 258,083 24,840
American General Corp. 144,572 9,632
American International Group, Inc. 412,143 54,223
Aon Corp. 90,750 5,853
CIGNA Corp. 42,520 8,799
Chubb Corp. (The) 107,860 8,514
Cincinnati Financial Corp. 29,800 3,796
Conseco, Inc. 119,300 5,920
General Re Corp. 43,740 9,779
Hartford Financial Services Group, Inc. 76,870 8,513
Jefferson Pilot Corp. 64,833 3,805
Lincoln National Corp. 51,260 4,553
Loews Corp. 62,800 6,284
MBIA, Inc. 61,700 4,604
MGIC Investment Corp. 74,900 4,719
Marsh & McLennan Companies, Inc. 108,720 9,907
Progressive Corp. 40,100 5,431
SAFECO Corp. 95,020 4,745
St. Paul Companies, Inc. (The) 77,842 6,597
SunAmerica, Inc. 101,700 5,079
Torchmark Corp. 87,640 3,906
UNUM Corp. 75,800 4,074
210,113
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
SAVINGS & LOANS - 0.4%
Ahmanson (H.F.) & Co. 65,000 $ 4,957
Golden West Financial Corp. 28,300 2,980
Washington Mutual, Inc. 163,414 11,449
19,386
SECURITIES INDUSTRY - 1.9%
Franklin Resources, Inc. 88,200 4,719
Lehman Brothers Holdings, Inc. 75,600 5,372
Merrill Lynch & Co., Inc. 206,100 18,085
Morgan Stanley, Dean Witter, Discover and Co. 354,696 27,977
Schwab (Charles) Corp. 149,600 5,236
Travelers Group, Inc. (The) 677,781 41,472
102,861
TOTAL FINANCE 927,415
HEALTH - 11.1%
DRUGS & PHARMACEUTICALS - 7.6%
Allergan, Inc. 30,500 1,268
Allergan Specialty Therapeutics, Inc. Class A 1,525 16
ALZA Corp. Class A (a) 58,600 2,809
American Home Products Corp. 384,320 35,790
Amgen, Inc. (a) 159,300 9,498
Bristol-Myers Squibb Co. 586,680 62,115
Lilly (Eli) & Co. 669,516 46,573
Merck & Co., Inc. 707,390 85,240
Pharmacia & Upjohn, Inc. 312,842 13,159
Pfizer, Inc. 768,160 87,426
Schering-Plough Corp. 442,280 35,438
Sigma Aldrich Corp. 65,600 2,616
Warner-Lambert Co. 159,880 30,247
412,195
MEDICAL EQUIPMENT & SUPPLIES - 2.8%
Abbott Laboratories 463,920 33,924
Bard (C.R.), Inc. 26,600 953
Bausch & Lomb, Inc. 25,740 1,273
Baxter International, Inc. 176,700 9,796
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Becton, Dickinson & Co. 79,800 $ 5,556
Biomet, Inc. 69,000 2,070
Boston Scientific Corp. (a) 120,800 8,735
Cardinal Health, Inc. 69,700 6,709
Guidant Corp. 94,200 6,300
Johnson & Johnson 793,040 56,603
Mallinckrodt, Inc. 36,730 1,185
Medtronic, Inc. 287,900 15,150
Millipore Corp. 20,100 693
Pall Corp. 58,666 1,151
St. Jude Medical, Inc. (a) 39,416 1,397
U.S. Surgical Corp. 33,900 1,068
152,563
MEDICAL FACILITIES MANAGEMENT - 0.7%
Columbia/HCA Healthcare Corp. 380,380 12,528
HEALTHSOUTH Corp. (a) 246,700 7,447
Humana, Inc. (a) 80,600 2,176
Manor Care, Inc. 31,650 1,110
Tenet Healthcare Corp. (a) 171,500 6,421
United HealthCare Corp. 110,900 7,791
37,473
TOTAL HEALTH 602,231
HOLDING COMPANIES - 0.2%
CINergy Corp. 73,117 2,550
Norfolk Southern Corp. 209,020 6,989
9,539
INDUSTRIAL MACHINERY & EQUIPMENT - 5.4%
ELECTRICAL EQUIPMENT - 3.7%
Emerson Electric Co. 273,140 17,379
General Electric Co. 1,939,800 165,125
General Instrument Corp. (a) 88,600 1,988
General Signal Corp. 24,860 1,094
Grainger (W.W.), Inc. 25,600 2,789
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
ELECTRICAL EQUIPMENT - CONTINUED
Harris Corp. 39,100 $ 1,891
Honeywell, Inc. 81,780 7,616
Scientific-Atlanta, Inc. 56,900 1,358
199,240
INDUSTRIAL MACHINERY & EQUIPMENT - 1.5%
Briggs & Stratton Corp. 13,000 588
Case Corp. 48,100 3,057
Caterpillar, Inc. 226,120 12,875
Cincinnati Milacron, Inc. 18,400 572
Cooper Industries, Inc. 80,679 5,395
Deere & Co. 155,170 9,068
Dover Corp. 120,440 4,757
Harnischfeger Industries, Inc. 23,000 650
Illinois Tool Works, Inc. 140,720 9,921
Ingersoll-Rand Co. 108,110 4,980
Parker-Hannifin Corp. 59,275 2,645
Stanley Works 45,000 2,303
Tenneco, Inc. 113,855 4,903
Timken Co. 29,075 1,161
Tyco International Ltd. 348,360 18,986
81,861
POLLUTION CONTROL - 0.2%
Browning-Ferris Industries, Inc. 118,960 4,060
Waste Management, Inc. 256,760 8,601
12,661
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 293,762
MEDIA & LEISURE - 4.4%
BROADCASTING - 1.1%
CBS Corp. 437,230 15,576
Clear Channel Communications, Inc. (a) 41,400 3,902
Comcast Corp. Class A special 198,250 7,100
Tele-Communications, Inc. (TCI Group), Series A (a) 296,200 9,552
Time Warner, Inc. 324,499 25,474
61,604
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
ENTERTAINMENT - 1.1%
Disney (Walt) Co. 409,730 $ 50,935
King World Productions, Inc. 34,600 923
Viacom, Inc. Class B (non-vtg.) (a) 175,200 10,162
62,020
LEISURE DURABLES & TOYS - 0.2%
Brunswick Corp. 49,100 1,596
Hasbro, Inc. 83,125 3,060
Mattel, Inc. 186,395 7,141
11,797
LODGING & GAMING - 0.2%
Harrah's Entertainment, Inc. (a) 47,650 1,242
Hilton Hotels Corp. 161,660 5,163
Mirage Resorts, Inc. (a) 114,100 2,517
8,922
PUBLISHING - 1.1%
American Greetings Corp. Class A 34,760 1,608
Cognizant Corp. 104,620 5,381
Dow Jones & Co., Inc. 48,200 2,347
Dun & Bradstreet Corp. 84,620 3,004
Gannett Co., Inc. 177,400 12,053
Harcourt General, Inc. 32,776 1,710
Knight-Ridder, Inc. 42,360 2,470
McGraw-Hill Companies, Inc. 66,700 5,165
Meredith Corp. 24,800 1,066
New York Times Co. (The) Class A 60,200 4,270
Times Mirror Co. Class A 44,800 2,741
Tribune Co. 65,280 4,309
U S WEST Media Group (a) 372,940 14,078
60,202
RESTAURANTS - 0.7%
Darden Restaurants, Inc. 77,720 1,244
Marriott International, Inc. 73,000 2,409
Marriott International, Inc. Class A 73,000 2,336
McDonald's Corp. 416,200 25,753
Tricon Global Restaurants, Inc. 102,532 3,255
Wendy's International, Inc. 60,900 1,465
36,462
TOTAL MEDIA & LEISURE 241,007
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - 9.4%
AGRICULTURE - 0.1%
Pioneer Hi-Bred International, Inc. 102,500 $ 3,869
BEVERAGES - 3.1%
Anheuser-Busch Companies, Inc. 295,240 13,526
Brown-Forman Corp. Class B 31,980 1,811
Coca-Cola Co. (The) 1,461,880 110,921
Coors (Adolph) Co. Class B 17,300 618
PepsiCo, Inc. 888,520 35,263
Seagram Co. Ltd. 191,920 8,181
170,320
FOODS - 2.0%
Archer-Daniels-Midland Co. 320,110 6,882
Bestfoods 176,440 9,682
Campbell Soup Co. 261,160 13,401
ConAgra, Inc. 297,600 8,686
General Mills, Inc. 102,520 6,927
Heinz (H.J.) Co. 227,200 12,382
Hershey Foods Corp. 67,120 4,917
Kellogg Co. 233,180 9,619
Quaker Oats Co. 91,400 4,753
Ralston Purina Co. 69,180 7,333
Sara Lee Corp. 272,700 16,243
Sysco Corp. 197,880 4,724
Wrigley (Wm.) Jr. Co. 53,880 4,795
110,344
HOUSEHOLD PRODUCTS - 3.1%
Alberto Culver Co. Class B 26,100 767
Avon Products, Inc. 85,320 7,012
Clorox Co. 56,920 4,774
Colgate-Palmolive Co. 182,320 16,352
Gillette Co. 339,260 39,163
International Flavors & Fragrances, Inc. 71,350 3,492
Procter & Gamble Co. 791,020 65,012
Rubbermaid, Inc. 74,280 2,126
Unilever NV ADR 380,480 28,393
167,091
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
TOBACCO - 1.1%
Fortune Brands, Inc. 88,260 $ 3,255
Philip Morris Companies, Inc. 1,438,580 53,678
UST, Inc. 111,800 3,081
60,014
TOTAL NONDURABLES 511,638
PRECIOUS METALS - 0.2%
Barrick Gold Corp. 241,200 5,403
Battle Mountain Gold Co. 125,700 903
Homestake Mining Co. 133,200 1,549
Newmont Mining Corp. 86,164 2,773
Placer Dome, Inc. 111,100 1,638
12,266
RETAIL & WHOLESALE - 4.8%
APPAREL STORES - 0.4%
Gap, Inc. 226,040 11,627
Limited, Inc. (The) 176,271 5,916
TJX Companies, Inc. 103,300 4,571
22,114
DRUG STORES - 0.4%
CVS Corp. 108,760 8,021
Long Drug Stores, Inc. 18,040 522
Rite Aid Corp. 167,100 5,368
Walgreen Co. 281,580 9,715
23,626
GENERAL MERCHANDISE STORES - 2.6%
Consolidated Stores Corp. (a) 67,500 2,700
Costco Companies, Inc. (a) 135,495 7,571
Dayton Hudson Corp. 126,050 11,006
Dillards, Inc. Class A 52,660 1,929
Federated Department Stores, Inc. (a) 120,500 5,927
K mart Corp. (a) 309,800 5,402
May Department Stores Co. (The) 146,680 9,048
Mercantile Stores Co., Inc. 17,010 1,243
Nordstrom, Inc. 51,700 3,383
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - CONTINUED
Penney (J.C.) Co., Inc. 140,620 $ 9,993
Sears, Roebuck & Co. 223,910 13,280
Wal-Mart Stores, Inc. 1,327,260 67,110
Woolworth Corp. (a) 66,840 1,537
140,129
GROCERY STORES - 0.5%
Albertson's, Inc. 156,180 7,808
American Stores Co. 180,860 4,341
Giant Food, Inc. Class A 27,700 1,032
Great Atlantic & Pacific Tea Co., Inc. 17,850 556
Kroger Co. (The) (a) 159,300 6,671
Supervalu, Inc. 30,300 1,324
Winn-Dixie Stores, Inc. 73,840 2,778
24,510
RETAIL & WHOLESALE, MISCELLANEOUS - 0.9%
Circuit City Stores, Inc. - Circuit City Group 67,400 2,738
Home Depot, Inc. 427,373 29,756
IKON Office Solutions, Inc. 66,100 1,599
Lowe's Companies, Inc. 109,560 7,662
Tandy Corp. 61,132 3,041
Toys "R" Us, Inc. (a) 181,925 5,014
49,810
TOTAL RETAIL & WHOLESALE 260,189
SERVICES - 0.7%
ADVERTISING - 0.2%
Interpublic Group of Companies, Inc. 65,550 4,187
Omnicom Group, Inc. 111,100 5,263
9,450
LEASING & RENTAL - 0.0%
Ryder Systems, Inc. 38,100 1,327
PRINTING - 0.1%
Deluxe Corp. 53,600 1,796
Donnelley (R.R.) & Sons Co. 72,720 3,204
Moore Corporation Ltd. 40,937 639
5,639
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - CONTINUED
SERVICES - 0.4%
Block (H&R), Inc. 66,780 $ 3,005
Cendant Corp. (a) 460,935 11,523
Ecolab, Inc. 60,400 1,914
Jostens, Inc. 18,100 429
National Service Industries, Inc. 22,600 1,223
Service Corp. International 137,400 5,668
23,762
TOTAL SERVICES 40,178
TECHNOLOGY - 14.0%
COMMUNICATIONS EQUIPMENT - 2.6%
Andrew Corp. (a) 55,112 1,261
Cabletron Systems, Inc. (a) 109,300 1,448
Cisco Systems, Inc. (a) 603,600 44,214
DSC Communications Corp. (a) 82,800 1,490
Lucent Technologies, Inc. 752,400 57,275
Northern Telecom Ltd. 310,100 18,865
Tellabs, Inc. (a) 112,700 7,988
3Com Corp. (a) 218,000 7,467
140,008
COMPUTER SERVICES & SOFTWARE - 4.0%
Adobe Systems, Inc. 40,200 2,013
Autodesk, Inc. 34,240 1,609
Automatic Data Processing, Inc. 186,620 12,492
Ceridian Corp. (a) 37,400 2,115
Computer Associates International, Inc. 330,587 19,360
Computer Sciences Corp. (a) 100,500 5,301
Equifax, Inc. 77,600 3,002
First Data Corp. 253,800 8,597
HBO & Co. 132,900 7,949
Microsoft Corp. (a) 1,443,900 130,131
Novell, Inc. (a) 219,600 2,196
Oracle Corp. (a) 594,700 15,389
Parametric Technology Corp. (a) 163,800 5,236
Shared Medical Systems Corp. 11,500 839
216,229
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 4.5%
Apple Computer, Inc. (a) 78,350 $ 2,145
Bay Networks, Inc. (a) 131,400 3,080
Compaq Computer Corp. 881,444 24,736
Data General Corp. (a) 21,900 334
Dell Computer Corp. (a) 384,700 31,065
Digital Equipment Corp. (a) 82,820 4,607
EMC Corp. (a) 303,500 13,999
Gateway 2000, Inc. 23,800 1,397
Hewlett-Packard Co. 621,420 46,801
International Business Machines Corp. 573,740 66,481
Pitney Bowes, Inc. 179,880 8,634
Seagate Technology (a) 134,800 3,597
Silicon Graphics, Inc. (a) 82,100 1,072
Sun Microsystems, Inc. (a) 232,600 9,580
Unisys Corp. (a) 139,300 3,126
Xerox Corp. 199,650 22,660
243,314
ELECTRONIC INSTRUMENTS - 0.3%
Applied Materials, Inc. (a) 219,500 7,929
KLA-Tencor Corp. (a) 52,400 2,112
Perkin-Elmer Corp. 34,400 2,352
Tektronix, Inc. 24,900 1,071
Thermo Electron Corp. (a) 84,100 3,349
16,813
ELECTRONICS - 2.3%
Advanced Micro Devices, Inc. (a) 77,900 2,162
AMP, Inc. 141,064 5,546
Intel Corp. 962,820 77,807
LSI Logic Corp. (a) 74,600 2,024
Micron Technology, Inc. (a) 112,800 3,504
Motorola, Inc. 349,400 19,435
National Semiconductor Corp. (a) 97,900 2,154
Texas Instruments, Inc. 226,120 14,485
Thomas & Betts Corp. 25,020 1,461
128,578
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
PHOTOGRAPHIC EQUIPMENT - 0.3%
Eastman Kodak Co. 199,670 $ 14,414
Polaroid Corp. 20,940 921
15,335
TOTAL TECHNOLOGY 760,277
TRANSPORTATION - 1.0%
AIR TRANSPORTATION - 0.4%
AMR Corp. (a) 50,170 7,644
Delta Air Lines, Inc. 44,980 5,229
Southwest Airlines Co. 145,950 4,005
US Airways Group, Inc. (a) 49,700 3,535
20,413
RAILROADS - 0.5%
Burlington Northern Santa Fe Corp. 98,543 9,756
CSX Corp. 130,272 6,839
Union Pacific Corp. 156,240 8,554
25,149
TRUCKING & FREIGHT - 0.1%
FDX Corp. (a) 94,280 6,411
Laidlaw, Inc. 173,700 2,416
8,827
TOTAL TRANSPORTATION 54,389
UTILITIES - 9.2%
CELLULAR - 0.4%
AirTouch Communications, Inc. (a) 314,630 16,715
Nextel Communications, Inc. Class A (a) 153,400 4,400
21,115
ELECTRIC UTILITY - 2.2%
Ameren Corp. 79,500 3,150
American Electric Power Co., Inc. 101,100 4,828
Baltimore Gas & Electric Co. 73,250 2,307
Carolina Power & Light Co. 74,800 3,221
Central & South West Corp. 135,680 3,536
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
Consolidated Edison, Inc. 155,500 $ 7,036
DTE Energy Co. 98,500 3,860
Dominion Resources, Inc. 133,110 5,266
Duke Energy Corp. 202,350 11,711
Edison International 203,400 6,064
Entergy Corp. 170,400 4,239
FPL Group, Inc. 112,700 6,994
FirstEnergy Corp. 129,100 3,905
GPU, Inc. 86,500 3,428
Houston Industries, Inc. 151,125 4,392
Niagara Mohawk Power Corp. (a) 69,200 848
Northern States Power Co. 34,160 1,926
PECO Energy Co. 150,600 3,586
PG&E Corp. 229,100 7,417
PP&L Resources, Inc. 81,200 1,873
PacifiCorp. 182,200 4,236
Public Service Enterprise Group, Inc. 157,100 5,273
Southern Co. 410,900 10,888
Texas Utilities Co. 164,238 6,570
Unicom Corp. 131,500 4,570
121,124
GAS - 0.6%
Columbia Gas System, Inc. (The) 30,020 2,439
Consolidated Natural Gas Co. 65,290 3,754
Eastern Enterprises Co. 9,400 398
Enron Corp. 189,140 9,303
NICOR, Inc. 22,640 927
ONEOK, Inc. 13,124 532
Pacific Enterprises 41,280 1,607
Peoples Energy Corp. 16,300 591
Sonat, Inc. 71,360 3,167
Williams Companies, Inc. 252,100 7,973
30,691
TELEPHONE SERVICES - 6.0%
AT&T Corp. 958,562 57,574
ALLTEL Corp. 93,100 3,980
Ameritech Corp. 667,600 28,415
Bell Atlantic Corp. 462,073 43,233
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
BellSouth Corp. 581,240 $ 37,308
Frontier Corp. 115,200 3,449
GTE Corp. 558,780 32,654
MCI Communications Corp. 414,660 20,863
SBC Communications, Inc. 1,078,912 44,706
Sprint Corp. 212,590 14,523
U S WEST Communications Group 300,440 15,848
WorldCom, Inc. (a) 594,700 25,442
327,995
TOTAL UTILITIES 500,925
TOTAL COMMON STOCKS
(Cost $3,678,373) 5,161,520
U.S. TREASURY OBLIGATIONS - 4.9%
PRINCIPAL
AMOUNT (000S)
U. S. Treasury Bills, yields at date of purchase,
4.65% to 5.40%, 5/21/98 to 8/20/98 (b)
(Cost $265,955) $ 268,025 266,070
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $3,944,328) $ 5,427,590
FUTURES CONTRACTS
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
(000S) (000S)

PURCHASED
974 S&P 500 Index Contracts June 1998 $ 272,525 $ 4,007
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 5.0%
LEGEND
(a) Non-income producing
(b) Security or 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 $10,045,000.
INCOME TAX INFORMATION
At April 30, 1998, the aggregate cost of investment securities for
income tax purposes was $3,944,495,000. Net unrealized appreciation
aggregated $1,483,095,000, of which $1,543,329,000 related to
appreciated investment securities and $60,234,000 related to
depreciated investment securities.
The fund hereby designates approximately $60,306,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
(EXCEPT PER-SHARE AMOUNT) APRIL 30, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $3,944,328) - $ 5,427,590
SEE ACCOMPANYING SCHEDULE

CASH 167

RECEIVABLE FOR FUND SHARES SOLD 17,841

DIVIDENDS RECEIVABLE 5,018

RECEIVABLE FOR DAILY VARIATION ON FUTURES CONTRACTS 5,412

OTHER RECEIVABLES 1

TOTAL ASSETS 5,456,029

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 5,617

PAYABLE FOR FUND SHARES REDEEMED 12,279

ACCRUED MANAGEMENT FEE 47

OTHER PAYABLES AND ACCRUED EXPENSES 1,352

TOTAL LIABILITIES 19,295

NET ASSETS $ 5,436,734

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 3,797,230

UNDISTRIBUTED NET INVESTMENT INCOME 26,003

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 126,232
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 1,487,269
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 69,043 SHARES OUTSTANDING $ 5,436,734

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER $78.74
SHARE ($5,436,734 (DIVIDED BY) 69,043 SHARES)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED APRIL 30, 1998

INVESTMENT INCOME $ 56,725
DIVIDENDS

INTEREST (INCLUDING INCOME ON SECURITIES LOANED OF $7) 10,559

TOTAL INCOME 67,284

EXPENSES

MANAGEMENT FEE $ 12,908

TRANSFER AGENT FEES 2,585

ACCOUNTING FEES 337

NON-INTERESTED TRUSTEES' COMPENSATION 12

CUSTODIAN FEES AND EXPENSES 5

REGISTRATION FEES 767

AUDIT 68

LEGAL 4

MISCELLANEOUS 3

TOTAL EXPENSES BEFORE REDUCTIONS 16,689

EXPENSE REDUCTIONS (9,601) 7,088

NET INVESTMENT INCOME 60,196

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

INVESTMENT SECURITIES 97,259

FOREIGN CURRENCY TRANSACTIONS 1

FUTURES CONTRACTS 58,977 156,237

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 1,021,885

FUTURES CONTRACTS (860) 1,021,025

NET GAIN (LOSS) 1,177,262

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 1,237,458
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30,
1998 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 60,196 $ 27,146
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 156,237 45,708

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 1,021,025 257,733

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 1,237,458 330,587
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (37,882) (25,295)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (64,969) (24,608)

TOTAL DISTRIBUTIONS (102,851) (49,903)

SHARE TRANSACTIONS 2,842,673 1,354,967
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 100,426 48,333

COST OF SHARES REDEEMED (941,968) (395,337)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 2,001,131 1,007,963
FROM SHARE TRANSACTIONS

REDEMPTION FEES 876 532

TOTAL INCREASE (DECREASE) IN NET ASSETS 3,136,614 1,289,179

NET ASSETS

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

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 5,436,734 $ 2,300,120
INCOME OF $26,003 AND $2,350, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 41,491 25,369

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 1,554 944

REDEEMED (13,784) (7,497)

NET INCREASE (DECREASE) 29,261 18,816

</TABLE>

FINANCIAL HIGHLIGHTS

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

1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

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

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME 1.11B .95 B .92 .85 .81

NET REALIZED AND UNREALIZED 21.92 10.58 10.32 4.77 .81
GAIN (LOSS)

TOTAL FROM INVESTMENT OPERATIONS 23.03 11.53 11.24 5.62 1.62

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.75) (.90) (.99) (.80) (.80)

FROM NET REALIZED GAIN (1.38) (1.05) (.37) - (.17)

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

TOTAL DISTRIBUTIONS (2.13) (1.95) (1.36) (.80) (.98)

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

NET ASSET VALUE, END OF PERIOD $ 78.74 $ 57.82 $ 48.22 $ 38.32 $ 33.49

TOTAL RETURNA 40.74% 24.58% 29.83% 17.08% 4.95%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 5,437 $ 2,300 $ 1,011 $ 391 $ 283
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .19%C .44%C .45% .45% .45%
NET ASSETS

RATIO OF NET INVESTMENT INCOME TO 1.61% 1.82% 2.11% 2.49% 2.38%
AVERAGE NET ASSETS

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

AVERAGE COMMISSION RATE D $ .0244 $ .0271

</TABLE>

H THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 7 OF NOTES TO
FINANCIAL STATEMENTS).
I NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
J FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER (SEE NOTE 7 OF NOTES TO FINANCIAL STATEMENTS).
K FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1998

1. 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 require 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. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. 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,
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
among 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, market
discount 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 .50% of the proceeds of the redeemed
shares. The fee, which is retained by the fund, is accounted for as an
addition to paid in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc.,
(formerly 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 earned
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
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 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
2. OPERATING POLICIES - CONTINUED
FUTURES CONTRACTS - CONTINUED
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.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,161,572,000 and $211,269,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $2,247,481,000 and $2,239,393,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. FMR serves as the fund's investment adviser. Prior to
December 1, 1997, FMR received a fee computed daily at an annual rate
of .45% of the fund's average net assets. For this fee, FMR paid all
expenses, except the compensation of the non-interested Trustees and
certain exceptions such as interest, taxes, brokerage commissions and
extraordinary expenses. Effective December 1, 1997, FMR reduced its
fee to an annual rate of 0.24% of average net assets and the fund
became responsible for paying its other expenses. For the period, the
management fee was equivalent to .35% of average net assets.
SUB-ADVISER FEE. Effective December 1, 1997, FMR and the fund entered
into a sub-advisory agreement with Bankers Trust Company (Bankers
Trust). Bankers Trust receives a sub-advisory fee for providing
investment management, securities lending and custodial services to
the fund. For these services, FMR pays Bankers Trust fees at an annual
rate of 0.006% of the average net assets of the fund. In addition, the
fund pays Bankers Trust fees equal to 40% of net income from the
fund's securities lending program. For the period, the fund paid
Bankers Trust $3,000.
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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES - CONTINUED
of all shareholder reports, except proxy statements. For the period,
the transfer agent fees were equivalent to an annual rate of .07% 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 $1,000 for the period.
5. 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.
6. SECURITY LENDING.
The fund loaned securities to certain brokers who paid the fund
negotiated lenders' fees. These fees are included in interest income.
The fund receives U.S. Treasury obligations and/or cash as collateral
against the loaned securities, in an amount at least equal to 102% of
the market value of the loaned securities at the inception of each
loan. This collateral must be maintained at not less than 100% of the
market value of the loaned securities during the period of the loan.
At period end, the value of the securities loaned and the value of
collateral amounted to $54,843,000 and $56,065,000, respectively.
7. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse the fund's operating expenses
(excluding interest, taxes, brokerage commissions, extraordinary
expenses and sub-advisory fees paid by the fund associated with
securities lending) above an annual rate of .19% of average net
assets. For the period, the reimbursement reduced the expenses by
$9,595,000. In addition, through December 31, 1999, FMR has agreed to
limit the fund's total operating expenses to an annual rate of .19% of
average net assets.
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $1,000 and $5,000, respectively, under these arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Spartan Market Index Fund:
We have audited the accompanying statement of assets and liabilities
of Fidelity Commonwealth Trust: Spartan Market Index Fund, including
the schedule of portfolio investments, as of April 30, 1998, and the
related statement of operations for the year then ended, the statement
of changes in net assets for each of the two years in the period then
ended and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights
are the responsibility of the fund's management. Our responsibility is
to express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of April 30, 1998 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Commonwealth Trust: Spartan Market
Index Fund as of April 30, 1998, the results of its operations for the
year then ended, the changes in its net assets for each of the two
years in the period then ended, and the financial highlights for each
of the five years in the period then ended, in conformity with
generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 5, 1998
DISTRIBUTIONS

The Board of Trustees of Spartan Market Index Fund voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:

PAY DATE 6/9/97 12/8/97 6/8/98

RECORD DATE 6/6/97 12/5/97 6/5/98

DIVIDENDS $ .28 $ .47 $ .34

SHORT-TERM
CAPITAL GAINS $ .13 $ .15 $ .34

LONG-TERM
CAPITAL GAINS $ .82 $ .28 $ 1.34

LONG-TERM
CAPITAL GAIN BREAKDOWN:
28% rate 100% 0.78% 4.18%
20% rate - 99.22% 95.82%
A total of 3.20% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.
A total of 76% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of these percentages
for use in preparing 1998 income tax returns.
MANAGING YOUR INVESTMENTS

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

TO WRITE FIDELITY

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
Robert A. Lawrence, Vice President
Eric D. Roiter, 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
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Boston, MA
* INDEPENDENT TRUSTEES
CUSTODIAN
Bankers Trust Company
New York, New York
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(2_FIDELITY_LOGOS)FIDELITY

SMALL CAP STOCK
FUND
ANNUAL REPORT
APRIL 30, 1998
CONTENTS

PRESIDENT'S MESSAGE 3 NED JOHNSON ON INVESTING STRATEGIES.

PERFORMANCE 4 HOW THE FUND HAS DONE OVER TIME.

FUND TALK 5 THE MANAGER'S REVIEW OF FUND
PERFORMANCE, STRATEGY, AND OUTLOOK.

INVESTMENT SUMMARY 8 A SUMMARY OF THE FUND'S INVESTMENTS.

INVESTMENTS 9 A COMPLETE LIST OF THE FUND'S INVESTMENTS
WITH THEIR MARKET VALUES.

FINANCIAL STATEMENTS 20 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 24 NOTES TO THE FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT 29 THE AUDITORS' OPINION.
ACCOUNTANTS

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
PERIOD ENDED APRIL 30, 1998 LIFE OF
FUND

FIDELITY SMALL CAP STOCK 5.50%

FIDELITY SMALL CAP STOCK 2.34%
(INCL. 3.00% REDEMPTION FEE)

RUSSELL 2000(REGISTERED TRADEMARK) 3.39%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, since the fund started on
March 12, 1998. 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. This benchmark includes reinvested dividends
and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
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. These numbers will be reported once the fund
is a year old. In addition, the growth of a hypothetical $10,000
investment in the fund will appear in the fund's next report six
months from now.
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
While the U.S. stock market's resolve
was tested repeatedly during the
12-month period that ended April 30,
1998, a strong domestic economy
helped stocks post impressive gains.
The Standard & Poor's 500 Index -
a measure of the U.S. stock market -
returned 41.07% during this time.
Early in the period, stocks of larger
companies were responsible for much
of the market's advance. In August
and September, stocks of smaller
companies joined in the fun. In fact,
the Russell 2000 Index - a general
measure of small-capitalization
stock performance - returned
42.40% during the 12-month period.
The tide turned in late October when
the Dow Jones Industrial Average
fell 550-plus points in one trading
session in response to an economic
crisis that was unfolding in
Southeast Asia. The shake-up in
global markets ignited a new "flight
to quality" - meaning investors
again sought out the liquidity and
stable earnings growth of large-cap
companies. Despite this volatility at
the end of 1997, the vibrant U.S.
economy helped the stock market
to achieve record gains in early
1998. In fact, the Dow itself closed
above 9000 for the first time in April.
The period ended on a positive note
when the Commerce Department
reported that gross domestic
product grew at a
stronger-than-expected rate of 4.2%
in the first quarter, while
employment costs increased at a
slower-than-expected pace -
continued signs of strong economic
growth amidst benign inflation.
An interview with Paul Antico, Portfolio Manager of Fidelity Small Cap
Stock Fund
Q. HOW DID THE FUND PERFORM, PAUL?
A. The fund has only been up and running for a short time. From its
inception on March 12, 1998, through April 30, 1998, the fund returned
5.50%, while the Russell 2000 Index returned 3.39%.
Q. PAUL, WHAT CAN YOU TELL US ABOUT YOUR INVESTMENT APPROACH?
A. I'm a common-sense investor. I don't follow a particular value or
growth style. I'm a long-term investor, not a manager who tries to
trade aggressively into and out of stocks to take advantage of
momentum. In terms of what I look for in a stock, I feel that "cash is
king." That is, I am attracted to companies with solid cash flows.
Beyond that, I'm typical of most Fidelity fund managers: I am a
bottom-up stock picker, choosing investments on the basis of
individual company prospects instead of looking at broad economic
themes. During the period, I was attracted to international stocks,
because I found companies that were growing well and offering strong
returns, but selling at much cheaper valuations than stocks in the
U.S.
Q. HOW IS INVESTING IN SMALL-CAP STOCKS DIFFERENT FROM INVESTING IN
LARGER-COMPANY STOCKS?
A. One has to be more sensitive to liquidity. Liquidity refers to how
easy or difficult it is to trade a stock based on the number of shares
outstanding and the average number of shares traded per day. In the
small-cap universe, stocks can be rather illiquid - or difficult to
trade - due to a larger number of shares held by long-term
shareholders - company management, for example - and fewer active
participants trading the stock relative to those of larger companies
like Microsoft. Since I don't focus on rapid trading to take advantage
of a stock's temporary momentum, my long-term approach fits well in
this kind of investing. In addition, many small-cap companies only
focus on one type of business. That can be risky, because if that
business hits turbulence, the company won't be as insulated as one
with a more diversified structure. Nevertheless, I've been pleasantly
surprised by how many small-caps dominate their niche. For example,
one of the company's holdings during the period, Medialink,
distributes video news releases through a proprietary system that has
substantial barriers to entry for potential competitors. The company
also has strong cash flow and is not in a capital-intensive business.
Q. WHAT STRATEGIES DO YOU USE TO MANAGE THE VOLATILITY INHERENT IN
INVESTING IN SMALL-CAPS?
A. Above all, I have to make sure that I'm not thrown off course by
short-term volatility. I have to know the companies in the fund well
enough to withstand share-price swings and either hold the stock or
trade it, based on the long-term fundamentals and how they may - or
may not - have changed. The key is to act in a rational manner,
avoiding panic when volatility sets in. I aim to know the companies
well and pick those that I believe will be winners in the long run. I
remind myself every day that short-term volatility is in the nature of
the small-cap game.
Q. LET'S TAKE A LOOK AT SOME OF THE TOP POSITIONS AT THE END OF APRIL
AND WHY YOU WERE ATTRACTED TO THEM . . .
A. Sure. Sirrom Capital is an investment firm that makes small loans
to companies that are on the cusp of a major milestone or about to go
public. It was offering a handsome dividend, was reaping a solid
spread between the interest it was charging for loans and its cost of
capital, and was attractively priced. Gemstar is the company that
created VCR Plus, the system that allows a television viewer to record
a program by simply punching in a numeric code. The company also
enjoys exclusive rights for onscreen channel guides offered to
satellite and digital cable broadcasters, among others. Videotron, a
cable TV provider in Quebec, was well-positioned to reap the benefits
of offering additional services to its customers over its fiber optic
network.
Q. WHAT'S YOUR OUTLOOK?
A. I don't try to predict the direction of the market, the economy or
of small-caps in particular. I feel good about the present positioning
of the fund, especially considering the resources I have at Fidelity.
My biggest advantage in investing in small-caps is the depth and
breadth of the research organization here at Fidelity. I firmly
believe we can research more companies than just about anyone else,
digging deeper for more information and opportunities. With the
closing of the fund - which I discuss further in the shaded box at the
end of the report - I feel I now have every opportunity to maximize
the returns of the portfolio.
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.

PAUL ANTICO ON THE CLOSING OF
THE FUND:
"On May 14, 1998, shortly after the
period covered by this report,
Fidelity closed the fund to all new
investments, except for the
reinvestment of dividends and
other distributions by
shareholders. We did so because
assets had been coming into the
fund at a torrid pace. Those
inflows made it very difficult for
me to keep the fund fully invested,
because I refused to compromise
my investment criteria just to do
so. To handle the inflows but give
shareholders exposure to the
small-cap market, I invested some
of the new cash in Russell 2000
futures, whose performance tracks
that of the small-caps included in
that index. However, this is not an
index fund. I also became
concerned that, by looking
constantly for new companies to
invest in, I would have less time to
follow the stocks that were already
in the fund - a crucial exercise
for this investment universe. By
closing the fund, it will make it
easier for me to deliver what
shareholders wanted when they
invested in the fund. It allows me
the opportunity to deliver stronger
returns. As a shareholder of the
fund myself, I think it was the best
thing to do."
FUND FACTS
GOAL: to increase the value of
the investment over the long
term by investing primarily in
equity securities of companies
with small market capitalizations
FUND NUMBER: 340
TRADING SYMBOL: FSLCF
START DATE: March 12, 1998
SIZE: as of April 30, 1998
more than $737 million
MANAGER: Paul Antico, since
inception; manager, Fidelity
Select Consumer Industries
Portfolio, 1997-1998; Fidelity
Advisor Consumer Industries
Fund, 1997-1998; Fidelity
Select Industrial Equipment
Portfolio, 1996-1997; Fidelity
Select Developing
Communications Portfolio,
1993-1996; joined Fidelity
in 1991
(checkmark)
INVESTMENT SUMMARY

TOP TEN STOCKS AS OF APRIL 30, 1998
% OF FUND'S INVESTMENTS

SIRROM CAPITAL CORP. 2.0

GEMSTAR INTERNATIONAL GROUP LTD. 1.8

IMAX CORP. 1.5

ESC MEDICAL SYSTEMS LTD. 1.5

VIDEOTRON GROUP LTD. 1.4

MAXWELL TECHNOLOGIES, INC. 1.4

AVIS EUROPE PLC 1.1

BET HOLDINGS, INC. CLASS A 1.1

CAREMATRIX CORP. 1.1

MEDUSA CORP. 1.0

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1998
% OF FUND'S INVESTMENTS

TECHNOLOGY 15.4

MEDIA & LEISURE 12.6

SERVICES 12.3

HEALTH 9.9

CONSTRUCTION & REAL ESTATE 7.9

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF APRIL 30, 1998*
ROW: 1, COL: 1, VALUE: 94.7
ROW: 1, COL: 2, VALUE: 1.4
ROW: 1, COL: 3, VALUE: 3.9
STOCKS AND EQUITY FUTURES 95.7%
CONVERTIBLE SECURITIES 0.4%
SHORT-TERM INVESTMENTS 3.9%
FOREIGN INVESTMENTS 20.4%
*
INVESTMENTS APRIL 30, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 79.8%
SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - 1.2%
CHEMICALS & PLASTICS - 0.6%
MacDermid, Inc. 139,800 $ 4,185,263
METALS & MINING - 0.3%
AFC Cable Systems, Inc. (a) 8,900 309,275
Superior Telecom, Inc. 50,000 2,109,375
2,418,650
PAPER & FOREST PRODUCTS - 0.3%
Mail-Well, Inc. (a) 38,700 1,872,113
Mercer International, Inc. (SBI) 66,400 634,950
2,507,063
TOTAL BASIC INDUSTRIES 9,110,976
CONSTRUCTION & REAL ESTATE - 7.9%
BUILDING MATERIALS - 3.4%
CalMat Co. 63,400 1,660,288
Chart Industries, Inc. 28,900 812,813
Elcor Corp. 70,600 1,963,563
Giant Cement Holding, Inc. (a) 100,300 2,833,475
Lone Star Industries, Inc. 55,900 4,618,738
Medusa Corp. 128,000 7,872,000
Richelieu Hardware Ltd. (a) 12,400 159,013
St. Lawrence Cement, Inc. Class A 441,600 6,048,681
25,968,571
ENGINEERING - 0.4%
Forrester Research, Inc. (a) 58,500 2,193,750
Market Facts, Inc. (a) 49,300 1,133,900
3,327,650
REAL ESTATE - 1.0%
Boardwalk Equities, Inc. (a) 458,700 7,212,516
REAL ESTATE INVESTMENT TRUSTS - 3.1%
Alexandria Real Estate Equities, Inc. 31,500 1,037,531
Bedford Property Investors, Inc. 105,200 2,044,825
Capstone Capital Corp. 29,300 699,538
Colonial Properties Trust (SBI) 100,000 2,968,750
Felcor Suite Hotels, Inc. 44,400 1,554,000
Home Properties of New York, Inc. 89,100 2,388,994
Innkeepers USA Trust 157,700 2,385,213
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - CONTINUED
LTC Properties, Inc. 55,000 $ 1,072,500
Mid-Atlantic Realty Trust 45,500 637,000
Ocwen Asset Investment Corp. 237,700 4,367,738
Redwood Trust, Inc. 140,900 3,469,663
Weeks Corp. 17,400 548,100
23,173,852
TOTAL CONSTRUCTION & REAL ESTATE 59,682,589
DURABLES - 4.5%
AUTOS, TIRES, & ACCESSORIES - 0.3%
Breed Technologies, Inc. 74,800 1,510,025
Piolax, Inc. 100,000 963,674
2,473,699
CONSUMER ELECTRONICS - 1.8%
Gemstar International Group Ltd. (a) 359,800 13,897,275
HOME FURNISHINGS - 0.5%
Heilig-Meyers Co. 80,200 1,127,813
Meadowcraft, Inc. 63,500 992,188
Stanley Furniture Co, Inc. (a) 34,400 1,608,200
3,728,201
TEXTILES & APPAREL - 1.9%
Ashworth, Inc. (a) 103,200 1,728,600
Burlington Industries, Inc. (a) 33,700 589,750
Cutter & Buck, Inc. (a) 137,600 3,646,400
Kellwood Co. 78,600 2,510,288
Pacific Sunwear of California, Inc. (a) 24,900 1,098,713
Quaker Fabric Corp. (a) 57,100 1,635,494
Tefron Ltd. 112,700 3,021,769
14,231,014
TOTAL DURABLES 34,330,189
ENERGY - 0.1%
OIL & GAS - 0.1%
Frontier Oil Corp. (a) 48,500 424,375
Plains Resources, Inc. (a) 4,700 98,700
523,075
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - 5.5%
BANKS - 0.6%
Hanmi Bank (a) 44,478 $ 911,799
Southwest Bancorporation Texas, Inc. (a) 20,100 804,000
Sterling Bancshares, Inc. 156,600 2,740,500
4,456,299
CLOSED END INVESTMENT COMPANY - 2.0%
Sirrom Capital Corp. 498,900 14,904,638
CREDIT & OTHER FINANCE - 2.4%
First Sierra Financial, Inc. (a) 61,400 1,550,350
FIRSTPLUS Financial Group, Inc. (a) 39,500 1,915,750
Insignia Financial Group, Inc. Class A (a) 27,400 729,525
Long Beach Financial Corp. 281,500 3,677,094
Medallion Financial Corp. 239,950 7,168,506
Resource Bancshares Mortgage Group, Inc. 140,000 2,485,000
United Panam Financial Corp. 69,000 914,250
18,440,475
INSURANCE - 0.2%
FPIC Insurance Group, Inc. (a) 12,700 438,150
HSB Group, Inc. 20,000 1,320,000
1,758,150
SAVINGS & LOANS - 0.3%
Albank Financial Corp. 35,000 1,837,500
TOTAL FINANCE 41,397,062
HEALTH - 9.9%
DRUGS & PHARMACEUTICALS - 3.8%
Alkermes, Inc. (a) 226,300 5,402,913
Barr Laboratories, Inc. (a) 48,650 1,973,366
Cellegy Pharmaceuticals, Inc. (a) 187,900 1,068,681
Cytyc Corp. (a) 291,400 4,225,300
Herbalife International, Inc. Class B (non-vtg) 52,500 1,312,500
Inhale Therapeutic Systems (a) 72,500 2,030,000
Medicis Pharmaceutical Corp. Class A (a) 33,900 1,449,225
Meridian Diagnostics, Inc. 227,800 2,861,738
Twinlab Corp. (a) 162,900 6,393,825
ViroPharma, Inc. (a) 88,600 1,927,050
28,644,598
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - 3.9%
Cyberonics Inc. (a) 104,600 $ 2,510,400
ESC Medical Systems Ltd. (a) 342,500 11,131,250
Horizon Medical Products, Inc. 140,000 2,082,500
I-Stat Corp. (a) 127,500 1,625,625
Japan Lifeline Co. Ltd. 190,000 4,176,924
Resmed, Inc. (a) 135,300 5,352,806
Respironics, Inc. (a) 171,253 2,857,784
29,737,289
MEDICAL FACILITIES MANAGEMENT - 2.2%
Alternative Living Services, Inc. (a) 103,800 3,633,000
Carematrix Corp. (a) 295,300 8,010,013
Phycor, Inc. (a) 210,000 4,777,500
16,420,513
TOTAL HEALTH 74,802,400
HOLDING COMPANIES - 0.3%
Triarc Companies, Inc. Class A (a) 99,500 2,568,374
INDUSTRIAL MACHINERY & EQUIPMENT - 1.1%
ELECTRICAL EQUIPMENT - 0.8%
Choride Group PLC 1,900,000 1,317,426
Fuso Dentsu Co. Ltd. 24,000 144,551
Swisslog Holding AG (Reg) 21,800 2,323,320
VWR Corp. (a) 37,400 1,229,525
Vicor Corp. (a) 37,700 756,356
5,771,178
POLLUTION CONTROL - 0.3%
Eastern Environmental Services Inc. (a) 93,600 2,445,300
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 8,216,478
MEDIA & LEISURE - 12.6%
BROADCASTING - 6.6%
BET Holdings, Inc. Class A (a) 131,300 8,140,600
CD Radio, Inc. (a) 239,200 6,877,000
Cable Michigan, Inc. (a) 36,500 1,204,500
Chum Ltd. Class B 63,700 2,448,373
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
BROADCASTING - CONTINUED
Forsoft Ltd. (a) 308,500 $ 5,668,688
MovieFone, Inc. Class A (a) 84,200 936,725
P4 Radio Hele Norge SA 236,600 2,756,874
Radiomutuel, Inc. Class A (a) 79,800 1,042,846
Scandinavian Broadcasting Corp. (a) 151,300 4,803,775
TCA Cable TV, Inc. 81,100 5,007,925
TVA Group, Inc. Class B (a) 1,500 12,841
Videotron Group Ltd. 901,000 10,987,421
49,887,568
ENTERTAINMENT - 1.9%
Cinar Films, Inc. Class B (sub-vtg.) (a) 16,600 319,019
Holmes Place PLC 206,200 957,763
IMAX Corp. (a) 426,900 11,560,414
Premier Parks, Inc. (a) 28,100 1,563,063
14,400,259
LEISURE DURABLES & TOYS - 0.5%
Coachmen Industries, Inc. 111,100 2,763,613
Galoob (Lewis) Toys, Inc. (a) 30,000 324,375
West Marine, Inc. (a) 26,200 656,638
3,744,626
LODGING & GAMING - 0.6%
Players International, Inc. (a) 515,200 2,737,000
Sun International Hotels Ltd. Ord. (a) 42,100 1,933,969
4,670,969
PUBLISHING - 0.7%
Applied Graphics Technologies, Inc. (a) 60,000 3,000,000
Playboy Enterprises, Inc. Class B (a) 75,200 1,316,000
Scholastic Corp. (a) 20,400 759,900
5,075,900
RESTAURANTS - 2.3%
Landry's Seafood Restaurants, Inc. (a) 72,800 2,074,800
Logan's Roadhouse, Inc. (a) 62,100 1,606,838
Morton's Restaurant Group, Inc. (a) 93,100 2,292,588
New World Coffee & Bagels, Inc. (a)(d) 918,000 1,749,938
Papa John's International, Inc. (a) 14,800 617,900
PJ America, Inc. (a) 175,400 3,617,625
Shells Seafood Restaurants, Inc. (a) 56,300 619,300
ShowBiz Pizza Time, Inc. (a) 127,400 4,920,825
17,499,814
TOTAL MEDIA & LEISURE 95,279,136
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - 0.8%
AGRICULTURE - 0.1%
Northland Cranberries, Inc. Class A 45,600 $ 760,950
BEVERAGES - 0.1%
Canadaigua Wine Co. Class A (a) 18,600 974,175
FOODS - 0.5%
Bernard Matthews 31,400 52,463
Corn Products International, Inc. (a) 9,800 349,125
Raisio Group PLC 17,000 3,118,122
3,519,710
HOUSEHOLD PRODUCTS - 0.1%
Safeskin Corp. (a) 23,600 840,750
TOTAL NONDURABLES 6,095,585
PRECIOUS METALS - 0.7%
Getchell Gold Corp. (a) 98,500 2,425,563
Greenstone Resources Ltd. (a) 547,000 3,325,693
5,751,256
RETAIL & WHOLESALE - 5.5%
APPAREL STORES - 0.5%
Happy Kids, Inc. 134,500 1,798,938
K&G Men's Center, Inc. (a) 89,200 2,001,425
3,800,363
GENERAL MERCHANDISE STORES - 1.9%
David Jones Ltd. 2,977,100 3,386,191
Dollar Tree Stores (a) 26,300 1,426,775
Hudson's Bay Co. Ord. 127,400 2,768,888
Hudson's Bay Co. (b) 800 17,387
Party City Corp. 172,600 4,789,650
Stein Mart, Inc. (a) 50,300 1,773,075
14,161,966
GROCERY STORES - 0.2%
Dominick's Supermarkets, Inc. (a) 37,600 1,506,350
Whittard of Chelsea PLC 162,600 510,744
2,017,094
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 2.9%
Action Performance Companies, Inc. (a) 184,500 $ 6,388,313
Barbeques Galore Ltd. sponsored ADR 228,500 2,199,313
Brylane, Inc. (a) 62,900 3,695,375
Finish Line, Inc. Class A (a) 40,400 999,900
Musicland Stores Corp. (a) 170,100 2,083,725
National Record Mart, Inc. (a)(d) 278,000 2,119,750
PC Connection, Inc. 39,100 847,981
Spec's Music, Inc. (a)(d) 450,000 1,153,125
Trans World Entertainment Corp. (a) 92,300 2,492,100
21,979,582
TOTAL RETAIL & WHOLESALE 41,959,005
SERVICES - 12.3%
LEASING & RENTAL - 2.8%
Avis Europe PLC 2,251,400 8,689,386
Avis Rent A Car, Inc. (a) 220,100 5,763,869
Budget Group, Inc. Class A (a) 192,400 6,445,400
Hollywood Entertainment Corp. (a) 2,700 33,919
20,932,574
PRINTING - 0.0%
Schawk, Inc. Class A 18,800 300,800
SERVICES - 9.5%
APAC Teleservices, Inc. (a) 419,800 3,988,100
Assisted Living Concepts, Inc. (a) 160,600 2,951,025
Balanced Care Corp. 273,600 2,257,200
Charles River Associates, Inc. 60,100 1,442,400
Childtime Learning Centers, Inc. (a) 230,300 3,828,738
Computer Horizons Corp. (a) 10,000 379,375
Data Processing Resources Corp. (a) 90,000 2,518,594
Diamond Technology Patners, Inc. Class A (a) 156,000 4,368,000
First Consulting Group, Inc. (a) 87,900 2,109,600
Hagler Bailly, Inc. 210,900 5,588,850
Harvey Nash Group PLC 550,500 4,010,221
MSB International PLC 125,000 2,004,960
Medialink Worldwide, Inc. (a)(d) 264,500 5,223,875
On Assignment, Inc. 53,000 1,709,250
Personnel Group of America, Inc. (a) 156,000 3,100,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SERVICES - CONTINUED
SERVICES - CONTINUED
PSD Group PLC 191,969 $ 2,116,896
Premier Technologies, Inc. (a) 214,800 6,846,750
Professional Staff PLC sponsored ADR (a) 211,800 3,812,400
Ritchie Brothers Auctioneers, Inc. (a) 41,600 1,120,600
Semcon AB 226,400 1,868,276
Staff Leasing, Inc. (a) 162,800 4,761,900
Staffmark, Inc. (a) 55,000 2,337,500
Steiner Leisure Ltd. (a) 58,350 1,841,672
Robert Walters PLC 250,000 1,946,482
72,133,164
TOTAL SERVICES 93,366,538
TECHNOLOGY - 15.4%
COMMUNICATIONS EQUIPMENT - 2.5%
Centigram Communications Corp. (a) 108,400 1,436,300
Davox Corp. (a) 66,900 1,496,888
Dialogic Corp. (a) 42,800 1,599,650
ITI Technologies, Inc. (a) 28,800 921,600
Inter-Tel, Inc. 275,600 6,511,050
Level One Communications, Inc. (a) 160,500 4,995,563
Xircom, Inc. (a) 114,000 1,945,125
18,906,176
COMPUTER SERVICES & SOFTWARE - 7.8%
Avant! Corp. (a) 203,000 5,887,000
CSG Systems International, Inc. (a) 30,000 1,365,000
CACI International, Inc. Class A (a) 98,500 2,160,844
CheckFree Holdings Corp. (a) 50,200 1,292,650
Ciber, Inc. (a) 48,200 1,566,500
Cotelligent Group, Inc. (a) 69,400 1,791,388
Dataworks Corp. (a) 82,100 1,816,463
Delphi Group PLC 70,000 866,644
EIS International, Inc. (a) 326,800 2,042,500
EDB-Elektronisk Databehandling ASA 230,600 1,034,635
Engineering Animation, Inc. (a) 92,400 4,354,350
Fundtech Ltd. 60,000 1,267,500
Industrial-Matematik International Corp. (a) 218,600 4,863,850
Legato Systems, Inc. (a) 108,100 3,418,663
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Manugistics Group, Inc. (a) 15,400 $ 924,000
Mechanical Dynamics, Inc. (a) 281,400 3,271,275
Mecon, Inc. (a)(d) 543,300 6,078,169
Quickresponse Services, Inc. (a) 63,000 2,961,000
Resco AB, Series B (d) 118,200 2,895,714
Security Dynamics Technologies, Inc. (a) 100,000 2,412,500
Symantec Corp. (a) 72,100 2,090,900
Technology Solutions, Inc. (a) 90,600 2,910,525
Tecnomatix Technologies (a) 14,000 355,250
Vantive Corp. (a) 43,400 1,388,800
59,016,120
COMPUTERS & OFFICE EQUIPMENT - 0.8%
FileNet Corp. (a) 81,800 4,458,100
Stratus Computer, Inc. (a) 30,000 1,306,875
5,764,975
ELECTRONIC INSTRUMENTS - 1.7%
Anadigics, Inc. (a) 90,000 1,501,875
Sawtek, Inc. (a) 87,800 2,666,925
Thermo Optek Corp. 156,000 2,808,000
Thermoquest Corp. (a) 175,500 3,137,063
Waters Corp. (a) 55,800 2,985,300
13,099,163
ELECTRONICS - 2.6%
Brightpoint, Inc. (a) 163,500 3,188,250
Etec Systems, Inc. (a) 49,300 2,797,775
Maxwell Technologies, Inc. (a) 371,600 10,544,150
Micrel, Inc. 40,000 1,570,000
NeoMagic Corp. (a) 76,400 1,570,975
19,671,150
TOTAL TECHNOLOGY 116,457,584
TRANSPORTATION - 1.0%
AIR TRANSPORTATION - 0.3%
Atlas Air, Inc. 65,000 2,535,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - 0.7%
Air Express International Corp. 80,000 $ 2,100,000
USFreightways Corp. 90,200 3,224,650
5,324,650
TOTAL TRANSPORTATION 7,859,650
UTILITIES - 1.0%
CELLULAR - 0.7%
General Communications, Inc. Class A (a) 20,000 141,250
Mobile Telecommunications Technologies, Inc. (a) 221,500 5,648,250
5,789,500
TELEPHONE SERVICES - 0.3%
Newtel Enterprises Ltd. 63,900 1,783,993
U.S. LEC Corp. Class A 11,300 274,025
2,058,018
TOTAL UTILITIES 7,847,518
TOTAL COMMON STOCKS
(Cost $601,230,483) 605,247,415
CONVERTIBLE BONDS - 0.4%
MOODY'S RATINGS PRINCIPAL
(UNAUDITED) AMOUNT

RETAIL & WHOLESALE - 0.4%
RETAIL & WHOLESALE, MISCELLANEOUS - 0.4%
Action Performance Companies, Inc.
4 3/4%, 4/1/05 (b)
(Cost $2,798,613) - $ 2,840,000 2,790,300
U.S. TREASURY OBLIGATIONS - 0.5%
U.S. Treasury Bills, yields at date of purchase,
4.97% to 5.12%, 7/23/98 (c)
(Cost $3,855,371) 3,900,000 3,855,371
CASH EQUIVALENTS - 19.3%
MATURITY VALUE
AMOUNT (NOTE 1)
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 5.50%, dated
4/30/98 due 5/1/98 $146,366,358 $ 146,344,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $754,228,467) $ 758,237,086
FUTURES CONTRACTS
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
494 Russell 2000 Index Futures Contracts June, 1998 $ 120,289,000 $
786,593
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 15.9%
LEGEND
(a) Non-income producing
(b) 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
$2,807,687 or 0.4% of net assets.
(c) Security was pledged to cover margin requirements for futures
contracts. At the period end, the value of securities pledged amounted
to $3,855,371.
(d) Affiliated company (see Note 6 of Notes to Financial Statements).
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of
total value of investment in securities, is as follows:
United States 79.6%
Canada 6.5
United Kingdom 3.5
Israel 2.8
British Virgin 1.8
Australia 1.4
Sweden 1.3
Others (individually less than 1%) 3.1
TOTAL 100.0%
INCOME TAX INFORMATION
At April 30, 1998, the aggregate cost of investment securities for
income tax purposes was $754,245,488. Net unrealized appreciation
aggregated $3,991,598, of which $24,364,685 related to appreciated
investment securities and $20,373,087 related to depreciated
investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE $ 758,237,086
AGREEMENTS OF $146,344,000) (COST $754,228,467) -
SEE ACCOMPANYING SCHEDULE

CASH 1,572,757

FOREIGN CURRENCY HELD AT VALUE (COST $89,737) 89,738

RECEIVABLE FOR INVESTMENTS SOLD 4,608,356

RECEIVABLE FOR FUND SHARES SOLD 11,273,787

DIVIDENDS RECEIVABLE 148,735

INTEREST RECEIVABLE 13,490

REDEMPTION FEES RECEIVABLE 750

RECEIVABLE FOR DAILY VARIATION ON FUTURES CONTRACTS 2,223,000

PREPAID EXPENSES 88,849

TOTAL ASSETS 778,256,548

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 39,221,527

PAYABLE FOR FUND SHARES REDEEMED 146,812

ACCRUED MANAGEMENT FEE 335,032

OTHER PAYABLES AND ACCRUED EXPENSES 555,751

TOTAL LIABILITIES 40,259,122

NET ASSETS $ 737,997,426

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 735,265,376

UNDISTRIBUTED NET INVESTMENT INCOME 343,622

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON (2,401,736)
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 4,790,164
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 69,969,670 SHARES OUTSTANDING $ 737,997,426

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER $10.55
SHARE ($737,997,426 (DIVIDED BY) 69,969,670 SHARES)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
MARCH 12, 1998 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1998

INVESTMENT INCOME $ 238,585
DIVIDENDS (INCLUDING $11,035 RECEIVED FROM
AFFILIATED ISSUERS)

INTEREST 869,381

TOTAL INCOME 1,107,966

EXPENSES

MANAGEMENT FEE $ 380,263

TRANSFER AGENT FEES 140,022

ACCOUNTING FEES AND EXPENSES 29,422

NON-INTERESTED TRUSTEES' COMPENSATION 27

CUSTODIAN FEES AND EXPENSES 133,905

REGISTRATION FEES 269,985

AUDIT 17,000

LEGAL 1,633

MISCELLANEOUS 350

TOTAL EXPENSES BEFORE REDUCTIONS 972,607

EXPENSE REDUCTIONS (210,001) 762,606

NET INVESTMENT INCOME 345,360

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

INVESTMENT SECURITIES (2,359,685)

FOREIGN CURRENCY TRANSACTIONS (1,738)

FUTURES CONTRACTS (42,051) (2,403,474)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 4,008,619

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES (5,048)

FUTURES CONTRACTS 786,593 4,790,164

NET GAIN (LOSS) 2,386,690

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 2,732,050
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C>
MARCH 12, 1998
(COMMENCEMENT
OF OPERATION) TO
APRIL 30, 1998

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 345,360
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) (2,403,474)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 4,790,164

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 2,732,050
FROM OPERATIONS

SHARE TRANSACTIONS 736,839,157
NET PROCEEDS FROM SALES OF SHARES

COST OF SHARES REDEEMED (1,611,538)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 735,227,619
FROM SHARE TRANSACTIONS

REDEMPTION FEES 37,757

TOTAL INCREASE (DECREASE) IN NET ASSETS 737,997,426

NET ASSETS

BEGINNING OF PERIOD -

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $343,622) $ 737,997,426

OTHER INFORMATION
SHARES

SOLD 70,122,993

REDEEMED (153,323)

NET INCREASE (DECREASE) 69,969,670

</TABLE>

FINANCIAL HIGHLIGHTS
YEAR ENDED
APRIL 30,

1998 H

SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME D .01

NET REALIZED AND UNREALIZED GAIN (LOSS) .54

TOTAL FROM INVESTMENT OPERATIONS .55

REDEMPTION FEES ADDED TO PAID IN CAPITAL -

NET ASSET VALUE, END OF PERIOD $ 10.55

TOTAL RETURN B, C 5.50%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 737,997

RATIO OF EXPENSES TO AVERAGE NET ASSETS 1.50% A, E

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER EXPENSE REDUCTIONS 1.48% A, F

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS .67% A

PORTFOLIO TURNOVER RATE 75% A

AVERAGE COMMISSION RATE G $ .0222

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD 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 AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
F 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).
G 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.
H FOR THE PERIOD MARCH 12, 1998 (COMMENCEMENT OF OPERATIONS) TO APRIL
30, 1998.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1998

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Small Cap Stock Fund (the fund) is a fund of Fidelity
Commonwealth Trust (the trust) and is authorized to issue an unlimited
number of shares. Effective the close of business on May 14, 1998, the
fund shares are no longer available for purchase except through the
reinvestment of dividends and other distributions by shareholders. 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 require 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 (including restricted
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. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. The fund intends to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code. By so
qualifying, the fund will not be subject to income taxes to the extent
that it distributes substantially all of its taxable income for its
fiscal year. The schedule of investments includes information
regarding income taxes under the caption "Income Tax Information."
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income 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
among the funds in the trust.
PREPAID EXPENSES. Fidelity Management & Research Company (FMR) bears
all organizational expenses except for registering and qualifying the
fund and shares of the fund for distribution under federal and state
securities law. These expenses are borne by the fund and amortized
over one year.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences which may result in
distribution reclassifications, are primarily due to differing
treatments for futures
transactions, 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 3 years are subject
to a redemption fee equal to 3.00% of the proceeds of the redeemed
shares. The fee, which is retained by the fund, is accounted for as an
addition to paid in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
2. OPERATING POLICIES -
CONTINUED
FOREIGN CURRENCY CONTRACTS -
CONTINUED
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
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 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.
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.
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $641,894,649 and $35,505,331, respectively.
The market value of futures contracts opened and closed during the
period amounted to $197,586,788 and $78,042,331, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .45%. 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 will not take effect until March 1999. For the
period, the management fee was equivalent to an annualized rate of
.74% 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 .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 $29,840 for the
period.
5. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse the fund's operating expenses
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) above an annual rate of 1.50% of average net assets. For the
period, the reimbursement reduced the expenses by $197,166.
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 $12,494 under this arrangement.
5. EXPENSE REDUCTIONS - CONTINUED
In addition, the fund has entered into an arrangement with its
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 transfer agent fees were reduced by $341 under
this arrangement.
6. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Mecon, Inc. $ 2,295,586 $ - $ - $ 6,078,169
Medialink Worldwide, Inc. - - - 5,223,875
National Record Mart, Inc. 245,000 - - 2,119,750
New World Coffee & Bagels, Inc. 570,939 - - 1,749,938
Resco AB, Series B 159,125 - 11,035 2,895,714
Spec's Music, Inc. - - - 1,153,125
TOTALS $ 3,270,650 $ - $ 11,035 $ 19,220,571
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Small Cap Stock Fund:
We have audited the accompanying statement of assets and liabilities
of Fidelity Commonwealth Trust: Fidelity Small Cap Stock Fund,
including the schedule of portfolio investments, as of April 30, 1998,
and the related statement of operations, the statement of changes in
net assets and the financial highlights for the period March 12, 1998
(commencement of operations) to April 30, 1998. These financial
statements and financial highlights are the responsibility of the
fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of April 30, 1998 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Commonwealth Trust: Fidelity Small Cap
Stock Fund as of April 30, 1998, the results of its operations, the
changes in its net assets and the financial highlights for the period
March 12, 1998 (commencement of operations) to April 30, 1998, in
conformity with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 5, 1998
TO WRITE FIDELITY

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
Abigail P. Johnson, Vice President
Eric D. Roiter, 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
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
Contrafund II
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 Selector
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 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE
FIDELITY SMALL CAP STOCK FUND
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS 02109

Correction:
The correct trading symbol for Small Cap Stock fund is FSLCX. Please
disregard the trading symbol on page 7.