FIDELITY COMMONWEALTH TRUST, N-30D, 1998-12-21

FIDELITY COMMONWEALTH TRUST
N-30D, 1998-12-21

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(2_FIDELITY_LOGOS)

FIDELITY
INTERMEDIATE BOND
FUND

SEMIANNUAL REPORT
OCTOBER 31, 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 28 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 32 NOTES TO THE FINANCIAL STATEMENTS.

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.

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION
OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS
IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-8888 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(PHOTO_OF_EDWARD_C_JOHNSON_3D)DEAR SHAREHOLDER:
What a difference one month can make. The stock and bond markets did
an about-face in October, as renewed optimism in many emerging markets
and more encouraging corporate earnings forecasts in the U.S. replaced
the concerns that had shaped the financial markets in recent months.
Equity markets worldwide bounced back strongly, while the major U.S.
bond indexes were off slightly as the flight to safety eased.
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. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
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 OCTOBER 31, 1998 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS

FIDELITY INTERMEDIATE BOND 4.61% 7.73% 31.27% 114.30%

LB INT GOVT/CORP BOND 5.82% 9.12% 36.97% 123.83%

SHORT-INTERMEDIATE INVESTMENT GRADE DEBT 4.11% 6.97% 30.54% 105.48%
FUNDS AVERAGE

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or 10 years. For example, if you had invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare the fund's returns to the performance
of the Lehman Brothers Intermediate Government/Corporate Bond Index -
a market value weighted performance benchmark for government and
corporate fixed-rate debt issues with maturities between one and 10
years. 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 six months average represents a peer group of 99 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 OCTOBER 31, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY INTERMEDIATE BOND 7.73% 5.59% 7.92%

LB INT GOVT/CORP BOND 9.12% 6.49% 8.39%

SHORT-INTERMEDIATE INVESTMENT GRADE DEBT 6.97% 5.47% 7.46%
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
1988/10/31 10000.00 10000.00
1988/11/30 9941.96 9914.67
1988/12/31 9965.72 9923.40
1989/01/31 10071.22 10027.63
1989/02/28 10052.39 9986.18
1989/03/31 10099.41 10029.33
1989/04/30 10251.07 10229.80
1989/05/31 10448.16 10432.94
1989/06/30 10686.32 10695.95
1989/07/31 10894.58 10915.57
1989/08/31 10749.60 10774.49
1989/09/30 10807.51 10825.39
1989/10/31 11033.03 11054.23
1989/11/30 11118.61 11159.92
1989/12/31 11143.47 11190.46
1990/01/31 11031.87 11118.71
1990/02/28 11061.97 11159.19
1990/03/31 11064.72 11173.73
1990/04/30 10992.82 11134.95
1990/05/31 11241.22 10991.93
1990/06/30 11387.17 11532.01
1990/07/31 11535.71 11692.00
1990/08/31 11441.62 11644.00
1990/09/30 11531.82 11733.93
1990/10/31 11635.31 11870.17
1990/11/30 11832.23 11633.58
1990/12/31 11984.07 12215.11
1991/01/31 12100.77 12338.98
1991/02/28 12187.42 12437.64
1991/03/31 12253.36 12522.24
1991/04/30 12378.76 12658.72
1991/05/31 12433.17 12736.53
1991/06/30 12425.11 12745.50
1991/07/31 12568.73 12887.55
1991/08/31 12812.51 13133.59
1991/09/30 13055.55 13359.51
1991/10/31 13175.47 13511.99
1991/11/30 13280.15 13667.13
1991/12/31 13721.49 14000.92
1992/01/31 13518.67 13874.14
1992/02/29 13584.39 13928.93
1992/03/31 13524.69 13874.14
1992/04/30 13593.85 13996.07
1992/05/31 13824.83 14213.03
1992/06/30 14013.85 14423.44
1992/07/31 14354.92 14710.20
1992/08/31 14469.22 14857.34
1992/09/30 14566.46 15059.03
1992/10/31 14406.04 14863.65
1992/11/30 14332.06 14807.17
1992/12/31 14555.67 15005.45
1993/01/31 14893.20 15297.31
1993/02/28 15194.35 15538.51
1993/03/31 15265.79 15600.32
1993/04/30 15347.11 15725.89
1993/05/31 15354.87 15690.98
1993/06/30 15675.93 15937.27
1993/07/31 15824.99 15976.29
1993/08/31 16165.13 16229.61
1993/09/30 16224.28 16297.00
1993/10/31 16324.33 16340.63
1993/11/30 16226.63 16249.48
1993/12/31 16296.53 16323.90
1994/01/31 16487.27 16505.22
1994/02/28 16157.30 16261.12
1994/03/31 15866.98 15992.78
1994/04/30 15796.19 15883.94
1994/05/31 15770.70 15894.60
1994/06/30 15789.16 15896.78
1994/07/31 15950.49 16125.62
1994/08/31 15970.14 16176.04
1994/09/30 15893.00 16027.20
1994/10/31 15897.90 16025.02
1994/11/30 15916.29 15952.29
1994/12/31 15969.17 16008.78
1995/01/31 16152.57 16278.57
1995/02/28 16378.92 16616.25
1995/03/31 16484.12 16711.27
1995/04/30 16636.51 16917.56
1995/05/31 17057.14 17429.04
1995/06/30 17160.06 17545.88
1995/07/31 17148.31 17548.30
1995/08/31 17305.28 17708.05
1995/09/30 17414.45 17836.28
1995/10/31 17613.48 18035.05
1995/11/30 17828.75 18272.13
1995/12/31 18014.51 18463.63
1996/01/31 18149.43 18622.89
1996/02/29 17945.63 18404.24
1996/03/31 17836.71 18309.46
1996/04/30 17775.47 18244.73
1996/05/31 17751.01 18230.92
1996/06/30 17936.27 18424.60
1996/07/31 17981.06 18479.38
1996/08/31 17989.55 18493.93
1996/09/30 18230.69 18751.61
1996/10/31 18531.67 19082.98
1996/11/30 18775.05 19334.59
1996/12/31 18671.93 19210.72
1997/01/31 18734.45 19285.39
1997/02/28 18751.79 19322.23
1997/03/31 18631.03 19188.91
1997/04/30 18844.73 19414.35
1997/05/31 18987.27 19575.55
1997/06/30 19164.72 19754.20
1997/07/31 19557.27 20156.11
1997/08/31 19450.44 20054.78
1997/09/30 19668.36 20287.98
1997/10/31 19892.12 20512.69
1997/11/30 19919.67 20558.02
1997/12/31 20085.49 20722.37
1998/01/31 20350.65 20993.87
1998/02/28 20329.76 20977.87
1998/03/31 20399.96 21045.26
1998/04/30 20485.04 21150.70
1998/05/31 20654.46 21305.84
1998/06/30 20781.08 21441.83
1998/07/31 20847.94 21517.47
1998/08/31 21076.47 21855.62
1998/09/30 21508.90 22404.67
1998/10/30 21429.58 22382.61
IMATRL PRASUN SHR__CHT 19981031 19981104 150457 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Intermediate Bond Fund on October 31, 1988. As
the chart shows, by October 31, 1998, the value of the investment
would have grown to $21,430 - a 114.30% 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 $22,383 - a 123.83% 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)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
TOTAL RETURN COMPONENTS
SIX MONTHS YEARS ENDED APRIL 30,
ENDED
OCTOBER 31,

1998 1998 1997 1996 1995 1994

DIVIDEND RETURNS 3.13% 6.69% 6.61% 6.65% 6.40% 6.49%

CAPITAL RETURNS 1.48% 2.01% -0.59% 0.20% -1.08% -3.56%

TOTAL RETURNS 4.61% 8.70% 6.02% 6.85% 5.32% 2.93%

</TABLE>

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 OCTOBER 31, 1998 PAST 1 PAST 6 PAST 1
MONTH MONTHS YEAR

DIVIDENDS PER SHARE 5.16(CENTS) 31.26(CENTS) 63.24(CENTS)

ANNUALIZED DIVIDEND RATE 5.87% 6.06% 6.19%

30-DAY ANNUALIZED YIELD 5.03% - -

DIVIDENDS per share show the income paid by the fund for a set period.
If you annualize this number, based on an average share price of
$10.35 over the past one month, $10.24 over the past six months and
$10.22 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
Volatility in overseas markets,
combined with two interest-rate cuts
by the Federal Reserve Board,
provided the backdrop for solid
gains in the bond market during the
six months that ended October 31,
1998. The Lehman Brothers
Aggregate Bond Index - a broad
measure of the U.S. taxable
investment-grade bond market -
returned 5.55% during the period.
Global market volatility, low interest
rates and a sharp decline in stock
prices sent U.S. Treasury yields -
which move in the opposite direction
of bond prices - to their lowest
levels in 30 years. Investors' fears
resulted in an extreme flight to
quality that helped Treasuries
outperform all other sectors of the
bond market. Despite signs of
strength in the U.S. economy and the
lack of inflationary pressures,
corporate and mortgage-bond
investors did not fare as well. During
the six-month period, the Lehman
Brothers Corporate Bond Index
returned 4.00%, while the Lehman
Brothers Mortgage Backed Securities
Index returned 3.68%. Late in the
period, the Group of Seven leading
industrial nations eased global
market concerns with
announcements that the International
Monetary Fund would establish a
precautionary line of credit to help
certain countries avert financial
crises. In response, equity markets
rallied and a reduced demand for
safety caused the bond market to
stumble. Despite weakness during
October, the yield on the benchmark
30-year Treasury closed at 5.15%.
NOTE TO SHAREHOLDERS: Ford O'Neil became Portfolio Manager of Fidelity
Intermediate Bond Fund on July 15, 1998
Q. HOW DID THE FUND PERFORM, FORD?
A. For the six-month period that ended October 31, 1998, the fund
provided a total return of 4.61%. To get a sense of how the fund did
relative to its competitors, the short-intermediate investment grade
debt funds average returned 4.11% for the same six-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 5.82% for
the same period. For the 12-month period that ended October 31, 1998,
the fund had a total return of 7.73%. For that same one-year period,
the short-intermediate investment grade debt funds average returned
6.97% and the Lehman Brothers Government/Corporate Bond Index returned
9.12%.
Q. WHY DID THE FUND OUTPACE ITS PEERS DURING THE PAST SIX MONTHS?
A. One of the main factors that helped the fund beat its peers was its
longer-than-average duration relative to its competitors. Duration
measures how sensitive the fund's share price is to changing interest
rates. The longer the fund's duration, the more its share price will
rise when rates fall and vice versa. Because interest rates fell quite
a bit during the past six months, having a slightly longer duration
than the average fund was a plus for this fund's performance. The fund
is managed with an interest-rate sensitivity that approximates the
market for investment-grade bonds, other than mortgage and
asset-backed securities, with maturities between one and 10 years, as
represented by the Lehman Brothers Intermediate Government/Corporate
Bond Index. Another factor for the fund's better performance relative
to its peers was its avoidance of certain sectors, such as Asian and
emerging-market issuers, as well as non-investment-grade corporate
issues - also known as junk bonds.
Q. DESPITE ITS STRONG PERFORMANCE RELATIVE TO ITS PEERS, THE FUND
LAGGED THE LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/CORPORATE BOND
INDEX. WHY?
A. There were several interrelated reasons. First, the fund had a much
smaller exposure to Treasuries, which were the intermediate bond
market's best performers during the period. At the same time, the fund
had relatively large weightings in securities that offered additional
yield over Treasuries - including agency securities, corporate bonds
and commercial mortgage securities. Although their yield advantage
helped these securities outpace their Treasury peers from roughly
April through July, they significantly lagged Treasuries from there
on. Thanks to growing global economic uncertainty, investors
increasingly sought out Treasuries as a safe haven against the
turmoil, pushing their prices higher and shunning most other types of
bonds in the process.
Q. WHICH OF THE FUND'S HOLDINGS PROVED PARTICULARLY DISAPPOINTING?
A. Commercial mortgage securities - which are pools of commercial
loans - came under pretty severe pressure when large hedge funds were
forced to liquidate their holdings in these securities. In addition,
the fund's stake in corporate bonds with Baa ratings - the lowest of
the credit ratings deemed investment grade - lagged their higher-rated
counterparts. Amid concerns about corporate profitability in the face
of a potential worldwide economic slow down, Baa-rated bonds
languished. Finally, bonds issued by AT&T Capital and Capital One
Financial proved to be laggards, in large part because they suffered
from the growing perception that financial companies would be
particularly hard hit in the event of an economic slowdown.
Q. WHAT WAS YOUR APPROACH TO THE CORPORATE BOND MARKET SINCE TAKING
OVER THE FUND IN JULY?
A. I began to upgrade the fund's corporate holdings a bit by selling
some Baa-rated corporate securities and replacing them with Aaa-rated
Treasury holdings. I also continued to mostly avoid commodity-related,
cyclical companies that I felt would be hurt most in the event of a
slowing world and U.S. economy. The fund had almost no holdings in
chemical, mining or oil and gas companies as a result. What worked
quite well for the fund over the past six months were its media,
telecommunications and cable company holdings. TCI Communications
bonds posted strong gains in light of the company's takeover by
higher-rated AT&T. Viacom also proved a winner thanks to its pending
sale of book company Simon & Schuster and its proposed initial public
offering of stock for its Blockbuster Entertainment holdings.
Q. WHAT'S YOUR OUTLOOK?
A. Many bond prices seem to be reflecting the worst-case economic
scenario of worldwide recession, or even depression in some areas. In
my view, I don't think the worst is what will ultimately occur, even
though there could be significant bumps along the way. In light of
that view, I'm comfortable keeping a relatively large weighting in
corporate bonds that I think are attractively priced and have good
business prospects, even if the world's economy should slow somewhat
from current levels.
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.

FORD O'NEIL ON HIS
INVESTMENT APPROACH:
"THERE ARE MANY SIMILARITIES BETWEEN
MY INVESTMENT APPROACH AND THAT
OF THE PREVIOUS MANAGER. FIRST OF ALL,
THE LEHMAN BROTHERS INTERMEDIATE
GOVERNMENT/CORPORATE BOND INDEX
CONTINUES TO PLAY AN IMPORTANT ROLE
IN MY MANAGEMENT OF THE FUND. IT'S
THE FUND'S BENCHMARK AND INCLUDES
MOST OF THE UNIVERSE OF
INVESTMENT-GRADE BONDS WITH
MATURITIES BETWEEN ONE AND 10
YEARS, OTHER THAN MORTGAGE AND
ASSET-BACKED SECURITIES. I USE THE
INDEX AS A STARTING POINT FOR MY
INVESTMENT DECISIONS, MANAGING
THE FUND TO BE GENERALLY AS SENSITIVE
TO CHANGES IN INTEREST RATES AS THE
INDEX. IN ADDITION, I REFER TO THE
INDEX WHEN DECIDING HOW TO ALLOCATE
ASSETS AMONG DIFFERENT MATURITIES
AND SECTORS-SUCH AS TREASURY,
AGENCY AND CORPORATE SECURITIES -
BASED ON MY VIEW OF THE RELATIVE VALUE
OF EACH MATURITY OR SECTOR. AS THE
PREVIOUS MANAGER DID, I RELY ON
FIDELITY'S RESEARCH TEAM TO HELP FIND
ATTRACTIVELY PRICED OPPORTUNITIES
THAT I BELIEVE WILL OFFER THE FUND
THE BEST TOTAL RETURN POTENTIAL."
(SOLID BULLET) AS OF OCTOBER 31, 1998, THE FUND'S
STAKE IN FOREIGN BONDS STOOD AT 11.7%.
OF THOSE, THE MAJORITY WERE INVESTED
IN HIGH-RATED BONDS ISSUED BY
CANADIAN PROVINCES AND EUROPEAN
BANKS.

FUND FACTS
GOAL: HIGH CURRENT INCOME BY
INVESTING MAINLY IN
INVESTMENT-GRADE DEBT
SECURITIES WHILE NORMALLY
MAINTAINING AN AVERAGE MATURITY
OF ONE TO 10 YEARS
FUND NUMBER: 032
TRADING SYMBOL: FTHRX
START DATE: MAY 23, 1975
SIZE: AS OF OCTOBER 31, 1998,
MORE THAN $3.4 BILLION
MANAGER: FORD O'NEIL, SINCE
JULY 1998; MANAGER, VARIOUS
FIDELITY AND SPARTAN BOND
FUNDS; JOINED FIDELITY IN 1990
(CHECKMARK)

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
QUALITY DIVERSIFICATION AS OF OCTOBER 31, 1998

(MOODY'S RATINGS) % OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS 6 MONTHS AGO

AAA 36.4 32.9

AA 6.6 5.7

A 22.3 21.9

BAA 28.5 32.2

BA AND BELOW 1.5 2.7

NOT RATED 1.3 3.9

</TABLE>

TABLE EXCLUDES SHORT-TERM INVESTMENTS. WHERE MOODY'S RATINGS ARE NOT
AVAILABLE, WE HAVE USED S&P RATINGS.

AVERAGE YEARS TO MATURITY AS OF OCTOBER 31, 1998

6 MONTHS AGO

YEARS 5.1 5.1

AVERAGE YEARS TO MATURITY IS BASED ON THE AVERAGE TIME UNTIL PRINCIPAL
PAYMENTS ARE EXPECTED FROM EACH OF THE FUND'S BONDS, WEIGHTED BY
DOLLAR AMOUNT.

DURATION AS OF OCTOBER 31, 1998

6 MONTHS AGO

YEARS 3.3 3.3

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

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)

AS OF OCTOBER 31, 1998 * AS OF APRIL 30, 1998 **

CORPORATE BONDS 64.0%
U.S. GOVERNMENT
AND AGENCY
OBLIGATIONS 23.7%
FOREIGN GOVERNMENT
OBLIGATIONS 2.5%
OTHER 6.4%
SHORT-TERM
INVESTMENTS 3.4%
CORPORATE BONDS 67.1%
U.S. GOVERNMENT
AND AGENCY
OBLIGATIONS 21.0%
FOREIGN GOVERNMENT
OBLIGATIONS 3.3%
OTHER 7.9%
SHORT-TERM
INVESTMENTS 0.7%
ROW: 1, COL: 1, VALUE: 3.4
ROW: 1, COL: 2, VALUE: 6.4
ROW: 1, COL: 3, VALUE: 2.5
ROW: 1, COL: 4, VALUE: 23.7
ROW: 1, COL: 5, VALUE: 64.0
ROW: 1, COL: 1, VALUE: 1.7
ROW: 1, COL: 2, VALUE: 7.9
ROW: 1, COL: 3, VALUE: 3.3
ROW: 1, COL: 4, VALUE: 21.0
ROW: 1, COL: 5, VALUE: 66.09999999999999

* FOREIGN
INVESTMENTS 11.7%
** FOREIGN
INVESTMENTS 11.2%

INVESTMENTS OCTOBER 31, 1998 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
NONCONVERTIBLE BONDS - 50.6%

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

AEROSPACE & DEFENSE - 1.0%

DEFENSE ELECTRONICS - 1.0%

Raytheon Co.:

6.3% 8/15/00 Baa1 $ 14,090 $ 14,341

6.45% 8/15/02 Baa1 17,810 18,367

32,708

BASIC INDUSTRIES - 1.7%

CHEMICALS & PLASTICS - 1.3%

Methanex Corp. yankee 8.875% 11/15/01 A2 25,560 26,360

Praxair, Inc.:

6.15% 4/15/03 A3 5,460 5,507

6.75% 3/1/03 A3 13,000 13,380

45,247

PACKAGING & CONTAINERS - 0.4%

Owens-Illinois, Inc. 7.15% 5/15/05 Ba1 13,350 13,281

TOTAL BASIC INDUSTRIES 58,528

CONSTRUCTION & REAL ESTATE - 0.8%

REAL ESTATE INVESTMENT TRUSTS - 0.8%

CenterPoint Properties Trust 6.75% 4/1/05 Baa2 4,180 4,000

EOP Operating LP:

6.376% 2/15/02 Baa1 8,450 8,346

6.5% 6/15/04 Baa1 5,200 5,075

Weeks Realty LP 6.875% 3/15/05 Baa2 11,700 10,904

28,325

DURABLES - 0.9%

TEXTILES & APPAREL - 0.9%

Levi Strauss & Co.:

6.8% 11/1/03 (b) Baa2 16,400 16,531

7% 11/1/06 (b) Baa2 13,700 12,673

29,204

ENERGY - 0.8%

OIL & GAS - 0.8%

Occidental Petroleum Corp.:

6.09% 11/29/99 Baa3 2,430 2,457

6.24% 11/24/00 Baa3 6,800 6,919

NONCONVERTIBLE BONDS - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Occidental Petroleum Corp.: - continued

6.35% 11/9/00 Baa3 $ 5,000 $ 5,098

9.5% 8/1/01 Baa3 4,000 4,396

10.69% 7/27/00 Baa3 5,000 5,455

10.72% 4/6/00 Baa3 2,000 2,155

26,480

FINANCE - 25.5%

BANKS - 13.1%

ABN-Amro Bank NV, Chicago 6.625% Aa3 17,000 17,656
10/31/01

Banc One Corp. 6.7% 3/24/00 Aa3 12,500 12,718

Banco Latinamericano Exporaciones SA: Baa2 7,000 6,983
6.7% 10/8/99 (b)

euro 6.9% 12/4/99 (b) Baa2 5,850 5,890

BankBoston Companies 6.625% 2/1/04 A3 1,300 1,349

BankBoston NA 6.375% 3/25/08 A2 1,300 1,293

BanPonce Corp. 6.488% 3/3/00 A3 8,000 8,136

BanPonce Financial Corp. 6.75% 8/9/01 A3 3,850 3,936

Barclays Bank PLC yankee:

5.875% 7/15/00 A1 17,600 17,783

5.95% 7/15/01 A1 19,700 20,021

Boatmens Bancshares, Inc. 9.25% 11/1/01 Aa3 2,000 2,190

Capital One Bank:

6.26% 5/7/01 Baa3 9,000 8,997

6.375% 2/15/03 Baa3 9,860 9,955

6.42% 11/12/99 Baa3 1,000 1,006

6.875% 4/24/00 Baa3 22,750 22,912

Capital One Financial Corp. 7.125% 8/1/08 Ba1 9,250 8,950

Central Fidelity Banks, Inc. 8.15% 11/15/02 A1 16,200 17,823

Chase Manhattan Corp. 8.5% 2/15/02 A1 2,750 2,976

Crestar Finanical Corp. 8.75% 11/15/04 Baa1 7,100 8,000

Den Danske Bank AS 6.375% 6/15/08 (b)(c) A1 25,800 25,736

First Chicago Corp. 6.3% 11/1/01 Aa3 2,000 2,044

First Hawaiian, Inc. 6.25% 8/15/00 A3 11,255 11,388

First Maryland Bancorp 10.375% 8/1/99 A3 2,895 3,002

First National Bank Boston NA 7.375% 9/15/06 A2 4,950 5,276

First Security Corp. 7.5% 9/1/02 Baa1 5,300 5,610

NONCONVERTIBLE BONDS - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

FINANCE - CONTINUED

BANKS - CONTINUED

First Tennessee National Corp. 6.75% 11/15/05 Baa1 $ 7,020 $ 7,485

First Union Corp. 6% 10/30/08 A2 8,000 8,061

First USA Bank 6.5% 12/23/99 Aa2 16,725 16,935

Huntington National Bank 5.875% 1/15/01 A1 6,000 6,045

Integra Financial Corp. 6.5% 4/15/00 A2 4,200 4,219

Kansallis-Osake-Pankki, New York:

6.375% 8/15/00 A2 2,250 2,307

10% 5/1/02 A3 24,915 28,399

MBNA Corp. 6.34% 6/2/03 Baa2 2,900 2,830

Mellon Financial Co. 9.25% 8/15/01 A3 4,000 4,385

Merita Bank Ltd. yankee 6.5% 1/15/06 A3 12,000 12,098

Midland American Capital Corp. gtd. 12.75% Aa3 1,930 1,934
11/15/03

Midlantic Corp. 9.25% 9/1/99 A2 5,075 5,223

NationsBank Corp. 6.5% 8/15/03 Aa3 4,000 4,114

NationsBank NA 5.92% 6/8/01 Aa2 5,000 5,050

Popular, Inc. 6.4% 8/25/00 A3 8,120 8,142

Provident Bank:

6.125% 12/15/00 A3 24,690 24,873

6.375% 1/15/04 Baa2 3,250 3,349

Providian National Bank:

6.25% 5/7/01 Baa3 12,300 12,420

6.7% 3/15/03 Baa3 10,000 10,026

Shawmut National Corp.:

7.2% 4/15/03 A3 7,610 8,105

8.625% 12/15/99 A3 3,670 3,817

Signet Bank 7.8% 9/15/06 A1 8,500 9,529

Skandinaviska Enskilda Banken yankee 8.45% A3 2,350 2,539
5/15/02

Summit Bancorp 8.625% 12/10/02 BBB+ 10,000 11,148

Union Planters Corp. 6.75% 11/1/05 Baa2 9,000 8,874

Union Planters National Bank 6.53% 8/20/99 A3 5,000 5,044

Zions Bancorp 8.625% 10/15/02 Baa1 3,900 4,325

452,906

CREDIT & OTHER FINANCE - 9.3%

Ahmanson Capital Trust I 8.36% 12/1/26 (b) A3 12,000 12,949

Aristar, Inc. 6% 8/1/01 A3 15,000 15,061

NONCONVERTIBLE BONDS - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE - CONTINUED

Associates Corp. of North America:

5.75% 11/1/03 Aa $ 6,750 $ 6,766

5.875% 7/15/02 Aa3 6,250 6,306

6% 4/15/03 Aa3 6,910 7,052

AT&T Capital Corp.:

6.16% 12/3/99 Baa3 10,000 10,139

6.25% 5/15/01 Baa3 21,680 21,512

6.52% 5/14/99 Baa3 7,000 7,053

Countrywide Funding Corp.:

6.45% 2/27/03 A3 15,900 16,512

8.41% 11/17/99 A3 5,000 5,177

Edison Mission Energy Funding Corp. 6.77% Baa1 15,641 16,202
9/15/03 (b)

ERP Operating LP 6.55% 11/15/01 A3 3,150 3,151

Finova Capital Corp.:

6.06% 10/8/99 Baa1 8,000 8,073

6.27% 9/29/00 Baa1 4,340 4,352

6.3% 11/1/99 Baa1 3,500 3,543

6.84% 8/8/00 Baa1 2,090 2,139

First Security Capital I 8.41% 12/15/26 A3 15,000 16,469

Fleet Financial Group, Inc. 7.625% 12/1/99 A3 7,360 7,543

Ford Motor Credit Co.:

5.125% 10/15/01 A1 10,000 9,936

6% 1/14/03 A1 5,500 5,607

6.625% 6/30/03 A1 1,000 1,047

General Motors Acceptance Corp.:

5.85% 4/20/00 A2 7,500 7,574

6.625% 1/10/02 A2 6,000 6,192

6.8% 7/3/00 A2 12,500 12,821

GS Escrow Corp.:

7% 8/1/03 (b) Ba1 5,000 4,855

7.125% 8/1/05 (b) Ba1 16,550 16,162

Heller Financial, Inc.:

6.25% 3/1/01 A3 8,200 8,250

6.5% 5/15/00 A3 10,915 11,005

MCN Investment Corp.:

5.84% 2/1/99 Baa3 8,940 8,944

6.03% 2/1/01 Baa3 11,880 12,123

6.82% 5/13/99 Baa3 9,400 9,478

NONCONVERTIBLE BONDS - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE - CONTINUED

Money Store, Inc. 7.3% 12/1/02 A2 $ 6,800 $ 7,212

Popular North America, Inc. 6.625% A3 5,000 4,996
10/27/02

Sears Credit Account Master Trust II 7% Aaa 4,455 4,509
1/15/04

Washington Mutual Capital I 8.375% 6/1/27 A3 17,000 17,973

318,683

INSURANCE - 1.1%

Metropolitan Life Insurance Co.:

6.3% 11/1/03 (b) A1 4,500 4,584

7% 11/1/05 (b) Aa3 5,000 5,278

Protective Life Corp. 7.95% 7/1/04 A3 1,000 1,130

SunAmerica, Inc. 6.2% 10/31/99 Baa1 16,600 16,766

URC Holdings Corp. 7.875% 6/30/06 (b) Baa2 8,800 9,656

37,414

SAVINGS & LOANS - 1.5%

Ahmanson (H.F.) & Co.:

5.88% 2/27/01 A3 10,500 10,640

7.875% 9/1/04 Baa1 1,250 1,365

Great Western Financial Corp. 6.375% A3 11,200 11,260
7/1/00

Home Savings of America FSB 6.5% 8/15/04 A3 10,300 10,280

Long Island Savings Bank FSB:

6.2% 4/2/01 Baa3 7,030 7,022

7% 6/13/02 Baa3 10,400 10,654

51,221

SECURITIES INDUSTRY - 0.5%

Amvescap PLC yankee 6.375% 5/15/03 A3 15,650 16,030

TOTAL FINANCE 876,254

HEALTH - 0.7%

MEDICAL EQUIPMENT & SUPPLIES - 0.7%

McKesson Corp. 6.6% 3/1/00 A3 25,000 25,381

NONCONVERTIBLE BONDS - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%

Tyco International Group SA yankee:

6.125% 6/15/01 Baa1 $ 12,500 $ 12,753

6.375% 6/15/05 Baa1 2,920 2,995

15,748

MEDIA & LEISURE - 5.5%

BROADCASTING - 4.3%

Clear Channel Communications, Inc. 6.625% Baa3 16,250 15,997
6/15/08

Continental Cablevision, Inc.:

8.3% 5/15/06 Baa3 3,155 3,460

8.5% 9/15/01 Baa3 14,000 14,862

9% 9/1/08 Baa3 1,000 1,171

Cox Communications, Inc. 6.4% 8/1/08 Baa2 8,680 8,999

Hearst-Argyle Television, Inc. 7% 11/15/07 Baa3 15,250 15,658

TCI Communications, Inc.:

8.25% 1/15/03 Baa3 23,045 25,447

9.8% 2/1/12 Baa3 10,000 12,944

Time Warner, Inc.:

7.95% 2/1/00 Baa3 31,050 31,911

7.975% 8/15/04 Baa3 13,000 14,379

8.18% 8/15/07 Baa3 4,838 5,512

150,340

ENTERTAINMENT - 1.0%

Paramount Communications, Inc. 7.5% 1/15/02 Baa3 8,150 8,527

Viacom, Inc.:

6.75% 1/15/03 Baa3 16,898 17,422

7.75% 6/1/05 Baa3 6,970 7,512

33,461

PUBLISHING - 0.2%

News America Holdings, Inc.:

8.5% 2/15/05 Baa3 2,080 2,285

8.625% 2/1/03 Baa3 4,000 4,382

6,667

TOTAL MEDIA & LEISURE 190,468

NONCONVERTIBLE BONDS - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

NONDURABLES - 1.4%

FOODS - 0.3%

ConAgra, Inc. 5.5% 10/15/02 Baa1 $ 12,000 $ 11,911

TOBACCO - 1.1%

Philip Morris Companies, Inc.:

7% 7/15/05 A2 9,850 10,324

7.125% 12/1/99 A2 18,330 18,671

7.75% 5/1/99 A2 1,535 1,552

9.25% 2/15/00 A2 5,909 6,175

36,722

TOTAL NONDURABLES 48,633

RETAIL & WHOLESALE - 1.9%

GENERAL MERCHANDISE STORES - 1.9%

Dayton Hudson Corp.:

6.8% 10/1/01 A3 16,500 17,087

9.65% 6/15/00 Baa1 2,000 2,147

9.75% 7/1/02 A3 2,200 2,502

10% 12/1/00 A3 9,328 10,168

Federated Department Stores, Inc.:

6.79% 7/15/27 Baa2 9,300 9,675

8.125% 10/15/02 Baa2 6,200 6,624

8.5% 6/15/03 Baa2 15,700 17,281

65,484

TECHNOLOGY - 1.6%

COMPUTER SERVICES & SOFTWARE - 0.2%

Computer Associates International, Inc. 6.25% Baa1 7,530 7,512
4/15/03

COMPUTERS & OFFICE EQUIPMENT - 1.4%

Comdisco, Inc.:

5.75% 2/15/01 Baa1 19,700 19,435

5.86% 4/7/00 Baa1 12,000 12,113

6.04% 6/29/00 Baa1 5,000 5,089

6.55% 2/4/00 Baa1 3,000 3,059

7.75% 9/1/99 Baa1 4,425 4,479

9.3% 6/27/00 Baa2 2,950 3,153

9.45% 6/8/00 Baa2 1,740 1,860

49,188

TOTAL TECHNOLOGY 56,700

NONCONVERTIBLE BONDS - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

TRANSPORTATION - 1.7%

AIR TRANSPORTATION - 0.2%

Continental Airlines, Inc. Pass Through Trust Baa1 $ 8,337 $ 8,474
Certificates 7.42% 10/1/08

RAILROADS - 1.5%

Burlington Northern Santa Fe Corp. 6.53% Baa2 19,000 19,713
7/15/37

Canadian National Railway Co. 6.9% Baa2 8,650 8,576
7/15/28

CSX Corp.:

6.46% 6/22/05 Baa2 8,500 8,719

7.05% 5/1/02 Baa2 5,000 5,204

Wisconsin Central Transportation Corp. 6.625% Baa2 9,370 9,410
4/15/08

51,622

TOTAL TRANSPORTATION 60,096

UTILITIES - 6.6%

CELLULAR - 1.1%

360 Degrees Communications Co. 7.125% Baa1 5,000 5,331
3/1/03

AirTouch Communications, Inc. 6.35% Baa2 12,000 12,500
6/1/05

Cable & Wireless Communications PLC:

6.375% 3/6/03 Baa1 13,430 13,691

6.625% 3/6/05 Baa1 5,600 5,632

37,154

ELECTRIC UTILITY - 2.9%

Avon Energy Partners Holdings yankee 6.73% Baa2 21,000 21,761
12/11/02 (b)

British Columbia Hydro & Power Authority Aa2 6,750 7,120
yankee 12.5% 1/15/14

DR Investments UK PLC yankee 7.1% A2 15,000 15,757
5/15/02 (b)

NONCONVERTIBLE BONDS - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

Indiana Michigan Power Co. 6.4% 3/1/00 Baa1 $ 5,000 $ 5,095

Israel Electric Corp. Ltd. 7.1% 12/17/07 (b) A3 21,000 20,581

Niagara Mohawk Power Corp. Ba1 7,945 8,166
6.875% 3/1/01

Philadelphia Electric Co.:

6.5% 5/1/03 Baa1 4,800 4,997

8% 4/1/02 Baa1 2,550 2,750

Texas Utilities Electric Co. 7.375% 11/1/99 Baa1 13,000 13,274

99,501

GAS - 1.1%

Columbia Gas System, Inc.:

6.39% 11/28/00 A3 10,044 10,260

6.61% 11/28/02 A3 5,328 5,532

InterNorth, Inc. 9.625% 3/15/06 Baa2 9,610 11,434

Kern River Funding Corp. 6.42% 3/31/01 (b) A2 8,284 8,570

Southwest Gas Corp. 9.75% 6/15/02 Baa2 3,840 4,322

40,118

TELEPHONE SERVICES - 1.5%

MCI WorldCom, Inc.:

6.125% 8/15/01 Baa2 11,120 11,370

6.4% 8/15/05 Baa2 12,650 13,143

8.875% 1/15/06 Baa2 11,031 12,089

9.375% 1/15/04 Baa2 13,823 14,382

50,984

TOTAL UTILITIES 227,757

TOTAL NONCONVERTIBLE BONDS 1,741,766
(Cost $1,719,818)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 22.7%

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

U.S. GOVERNMENT AGENCY OBLIGATIONS - 10.5%

Fannie Mae:

5.44% 1/24/01 Aaa $ 4,755 $ 4,822

6.15% 12/10/07 Aaa 10,000 10,627

6.34% 10/16/07 Aaa 10,000 10,763

6.69% 8/7/01 Aaa 3,000 3,146

7.4% 7/1/04 Aaa 19,510 21,787

7.875% 2/24/05 Aaa 23,000 26,533

Federal Farm Credit Bank 5.54% 9/10/03 Aaa 1,000 1,031

Federal Home Loan Bank:

4.96% 10/7/05 Aaa 11,600 11,533

5.195% 9/11/01 Aaa 7,100 7,180

6.26% 9/24/04 Aaa 3,500 3,728

6.89% 4/6/04 Aaa 4,465 4,857

7.36% 7/1/04 Aaa 19,335 21,592

7.38% 8/5/04 Aaa 5,890 6,593

7.46% 9/9/04 Aaa 5,070 5,705

7.59% 3/10/05 Aaa 3,010 3,427

Financing Corp. stripped principal:

0% 12/6/03 Aaa 2,168 1,709

0% 10/5/05 Aaa 1,000 714

Freddie Mac:

5.85% 2/21/06 Aaa 2,425 2,538

7.93% 1/20/05 Aaa 12,195 14,083

8% 1/26/05 Aaa 7,300 8,460

8.115% 1/31/05 Aaa 25,475 29,686

Guaranteed Export Trust Certificates (assets of
Trust guaranteed by U.S. Government through
Export-Import Bank):

Series 1993-C, 5.2% 10/15/04 Aaa 4,460 4,491

Series 1993-D, 5.23% 5/15/05 Aaa 3,349 3,372

Series 1994-C, 6.61% 9/15/99 Aaa 313 316

Series 1995-A, 6.28% 6/15/04 Aaa 24,010 24,828

Series 1996-A, 6.55% 6/15/04 Aaa 12,318 12,825

Guaranteed Trade Trust Certificates (assets of
Trust guaranteed by U.S. Government through
Export-Import Bank):

Series 1994-B, 7.5% 1/26/06 Aaa 2,598 2,829

Series 1997-A, 6.104% 7/15/03 Aaa 16,667 17,120

U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED

Overseas Private Investment Corp. U.S.
Government guaranteed participation certificate:

Series 1994-195, 6.08% 8/15/04 (callable) Aaa $ 9,117 $ 9,479

Series 1996-A1, 6.726% 9/15/10 (callable) - 17,000 18,142

5.926% 6/15/05 - 11,107 11,537

Private Export Funding Corp.:

secured 5.8% 2/1/04 Aaa 17,000 17,419

secured 6.62% 10/1/05 Aaa 10,000 10,869

State of Israel (guaranteed by U.S. Government
through Agency for International Development):

5.89% 8/15/05 Aaa 7,917 8,229

6.625% 8/15/03 Aaa 15,800 17,013

U.S. Department of Housing and Urban Aaa 3,715 4,194
Development government guaranteed
participation certificates Series 1996-A,
7.66% 8/1/15

363,177

U.S. TREASURY OBLIGATIONS - 12.2%

U.S. Treasury Bonds:

8.875% 8/15/17 Aaa 40,075 56,637

10.75% 8/15/05 Aaa 96,250 130,183

11.875% 11/15/03 Aaa 3,000 3,984

12.75% 11/15/10 (callable) Aaa 56,705 83,454

U.S. Treasury Notes:

5.375% 2/15/01 Aaa 9,200 9,407

5.75% 10/31/00 Aaa 10,040 10,311

5.875% 2/15/00 Aaa 6,795 6,918

6.375% 5/15/00 Aaa 23,470 24,170

6.625% 4/30/02 Aaa 56,890 60,953

7% 7/15/06 Aaa 28,000 32,244

418,261

TOTAL U.S. GOVERNMENT AND 781,438
GOVERNMENT AGENCY OBLIGATIONS
(Cost $756,734)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES - 1.0%

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

FANNIE MAE - 0.8%

8.5% 7/1/25 to 7/1/27 Aaa $ 25,000 $ 26,039

12.5% 8/1/13 to 8/1/15 Aaa 201 232

26,271

FREDDIE MAC - 0.2%

7% 7/1/99 to 7/1/01 Aaa 6,665 6,729

8.5% 6/1/13 Aaa 72 74

6,803

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 0.0%

7.5% 3/15/28 Aaa 983 1,013

8% 5/15/22 Aaa 17 18

9.5% 9/15/09 to 10/15/15 Aaa 92 99

10% 12/15/13 to 8/15/17 Aaa 240 258

1,388

TOTAL U.S. GOVERNMENT AGENCY - 34,462
MORTGAGE SECURITIES
(Cost $34,364)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET-BACKED SECURITIES - 13.4%

Aesop Funding II LLC 6.22% 10/20/01 (b) Aaa 14,800 15,071

American Express Master Trust 5.9% 5/15/03 Aaa 12,000 12,377

BankAmerica Manufacturing Housing Contract:

6.11% 1/10/08 Aaa 10,000 10,113

6.2% 4/10/09 Aaa 7,930 8,049

Boatmens Auto Trust 6.35% 10/15/01 A2 2,820 2,824

Capital Equipment Receivables Trust:

6.45% 8/15/02 Aa3 12,420 12,808

6.57% 3/15/01 Aa3 7,200 7,334

Case Equipment Loan Trust:

5.85% 2/15/03 Aa2 4,370 4,358

6.45% 11/10/02 Aaa 6,140 6,305

Chase Manhattan Auto Owner Trust 5.85% Aaa 10,000 10,144
5/15/03

Chase Manhattan Grantor Trust 6.76% 9/15/02 A3 2,619 2,652

Chevy Chase Auto Receivables Trust:

5.9% 7/15/03 Aaa 9,002 9,041

6.2% 3/20/04 Aaa 10,861 10,958

ASSET-BACKED SECURITIES - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

Citibank Credit Card Master Trust I 5.875% A2 $ 15,000 $ 15,176
1/15/03

CPS Auto Grantor Trust:

6.55% 8/15/02 Aaa 5,302 5,333

6.7% 2/15/02 Aaa 2,652 2,668

CS First Boston Mortgage Securities Corp.:

6.05% 6/15/27 Aaa 14,430 14,419

7% 3/15/27 Aaa 6,000 6,092

Dayton Hudson Credit Card Master Trust 5.9% Aaa 4,500 4,576
5/25/06

Discover Card Master Trust I 5.75% 10/16/03 Aaa 7,500 7,584

Fidelity Funding Auto Trust 6.99% 11/15/02 (b) Aaa 3,410 3,475

Ford Credit Auto Owner Trust:

5.95% 10/15/02 A2 15,500 15,645

6.2% 12/15/02 Baa3 7,080 7,201

6.4% 12/15/02 Baa3 3,810 3,816

Green Tree Financial Corp.:

5.5% 1/31/00 Aaa 275 275

6.1% 4/15/27 Aaa 4,697 4,700

6.45% 5/15/27 Aaa 3,587 3,593

6.5% 6/15/27 Aaa 2,436 2,438

6.68% 1/15/29 AAA 20,000 20,412

6.7% 5/15/27 Aaa 9,220 9,283

7.15% 7/15/27 Aaa 3,000 3,032

Key Auto Finance Trust:

6.25% 10/15/03 Aaa 6,975 7,128

6.65% 10/15/03 Baa3 2,986 3,032

KeyCorp Auto Grantor Trust 5.8% 7/15/00 A3 182 182

MBNA Master Credit Card Trust II 6.55% Aaa 16,500 17,474
1/15/07

Newcourt Equipment Trust Securities sequential pay Aaa 18,000 17,978
Series 1998-1 Class A3, 5.24% 12/20/02

Olympic Automobile Receivables Trust:

6.125% 11/15/04 Aaa 5,088 5,193

6.4% 9/15/01 Aaa 13,690 13,908

Onyx Acceptance Grantor Trust 6.2% 6/15/03 Aaa 8,282 8,350

Petroleum Enhanced Trust Receivables Offering Baa2 14,519 14,501
Petroleum Trust 6.125% 2/5/03 (b)(c)

Premier Auto Trust 6.35% 7/6/00 A3 10,800 10,830

Railcar Trust 7.75% 6/1/04 Aaa 10,340 10,966

Reliance Auto Receivables Corp., Inc. 6.1% Aaa 3,323 3,325
7/15/02 (b)

ASSET-BACKED SECURITIES - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

SCFC Recreational Vehicle Loan Trust 7.25% Aaa $ 821 $ 815
9/15/06

Sears Credit Account Master Trust II:

6.2% 2/16/06 Aaa 14,275 14,538

6.5% 10/15/03 Aaa 21,170 21,269

Tranex Auto Receivables Owner Trust 6.334% Aaa 9,279 9,412
8/15/03 (b)

Union Acceptance Corp. 7.075% 7/10/02 Baa2 725 728

Western Financial Grantor Trust:

5.875% 3/1/02 Aaa 9,098 9,237

6.05% 11/1/00 Aaa 1,809 1,836

WFS Financial Owner Trust:

6.4% 7/20/02 Aaa 13,920 14,385

6.9% 12/20/03 Aaa 13,870 14,442

7.05% 11/20/03 Aaa 18,560 19,326

TOTAL ASSET-BACKED SECURITIES 460,607
(Cost $453,357)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COLLATERALIZED MORTGAGE OBLIGATIONS - 0.2%

U.S. GOVERNMENT AGENCY - 0.2%

Freddie Mac planned amortization class Series Aaa 8,500 8,268
1380 Class L, 5% 10/15/07
(Cost $8,401)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMMERCIAL MORTGAGE SECURITIES - 4.9%

Allied Capital Commercial Mortgage Trust Aaa 15,315 15,289
sequential pay Series 1998-1 Class A, 6.31%
9/25/03 (b)

CS First Boston Mortgage Securities Corp.:

sequential pay Series 1997-SPICE Class A, - 16,609 16,629
6.653% 8/20/36 (b)

Series 1995-WF1 Class A-2, 6.648% AAA 14,790 14,850
12/21/27

Series 1998 FLI Class E, 6.1938% Baa2 15,000 14,583
1/10/13 (b)(c)

Deutsche Mortgage & Asset Receiving Corp. Baa2 10,000 9,400
Series 1998-C1 Class D, 7.231% 7/15/12

Federal Deposit Insurance Corp. Remic Trust Aaa 14,790 14,832
sequential pay Series 1996-C1 Class 1A,
6.75% 5/25/26

COMMERCIAL MORTGAGE SECURITIES - CONTINUED

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

FMAC Loan Receivables Trust 1998-C sequential Aaa $ 5,103 $ 5,157
pay Series 1998-C Class A1 Notes, 5.99%
9/15/20 (b)

GS Mortgage Securities Corp. II Series 1997-GL Aaa 16,070 16,816
Class A2-B, 6.86% 7/13/30

Kidder Peabody Acceptance Corp. I sequential pay Aa2 3,139 3,132
Series 1993-M1 Class A-2, 7.15% 4/25/25

LTC Commercial Mortgage Pass Through AAA 9,922 9,857
Certificates Series 1998-1 Class A, 6.029%
5/30/30 (b)

Midland Realty Acceptance Corp. sequential pay Aaa 5,263 5,437
Series 1997-C1 Class A1, 7.315% 4/25/03

Resolution Trust Corp. Series 1995-C2 Class D, Baa2 2,744 2,759
7% 5/25/27

Structured Asset Securities Corp.:

sequential pay Series 1996 Class A-2A, AAA 2,306 2,318
7.75% 2/25/28

Series 1996-C3:

Class A, 6.75% 6/25/30 (b)(c) AAA 3,234 3,218

Class B, 7.125% 6/25/30 (b)(c) A+ 5,684 5,780

Thirteen Affiliates of General Growth Properties, A2 20,000 19,887
Inc. Series 1 Class C-1, 6.762% 12/15/07 (b)

Wells Fargo Capital Markets Apartment Financing Aaa 6,856 7,021
Trust Series APT Class 1, 6.56% 12/29/05 (b)

TOTAL COMMERCIAL MORTGAGE SECURITIES 166,965
(Cost $166,679)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 2.5%

Manitoba Province yankee 6.875% 9/15/02 (d) Aa3 26,500 28,038

Nova Scotia Province yankee 9.375% A3 17,033 19,152
7/15/02 (d)

Ontario Province:

euro 8.5% 2/28/01 (d) Aa3 8,800 9,417

yankee:

global 7.75% 6/4/02 (d) Aa3 11,000 11,934

7.375% 1/27/03 (d) Aa3 7,500 8,105

Quebec Province 7% 1/30/07 (d) A2 9,500 10,198

TOTAL FOREIGN GOVERNMENT AND 86,844
GOVERNMENT AGENCY OBLIGATIONS
(Cost $84,739)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
SUPRANATIONAL OBLIGATIONS - 0.6%

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) (A) AMOUNT (000S) (000S)

African Development Bank 7.75% 12/15/01 Aa1 $ 18,230 $ 19,471
(Cost $18,675)

</TABLE>

CERTIFICATES OF DEPOSIT - 0.7%

Canadian Imperial Bank of Commerce, New Aa3 23,710 24,096
York yankee 6.2% 8/1/00
(Cost $23,761)

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CASH EQUIVALENTS - 3.4%

MATURITY
AMOUNT (000S)

Investments in repurchase agreements $ 116,886 116,831
(U.S. Government obligations), in a joint
trading account at 5.64%, dated
10/30/98 due 11/2/98
(Cost $116,831)

TOTAL INVESTMENT IN SECURITIES - 100% $ 3,440,748
(Cost $3,383,359)

</TABLE>

LEGEND
(a) Standard & Poor's credit ratings are used in the absence of a
rating by Moody's Investors Service, Inc.
(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 $347,373,000 or 10.0% of net assets.
(c) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(d) For foreign government obligations not individually rated by S&P
or Moody's, the ratings listed are assigned to securities by FMR, the
fund's investment adviser, based principally on S&P and Moody's
ratings of the sovereign credit of the issuing government.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total
value of investments in securities, is as follows (ratings are
unaudited):

MOODY'S RATINGS S&P RATINGS

Aaa, Aa, A 62.9% AAA, AA, A 56.9%

Baa 28.2% BBB 31.4%

Ba 1.5% BB 1.3%

B 0.0% B 0.0%

Caa 0.0% CCC 0.0%

Ca, C 0.0% CC, C 0.0%

D 0.0%

For some foreign government obligations, FMR has assigned the ratings
for the sovereign credit of the issuing government. The percentage not
rated by Moody's or S&P amounted to 1.3%.
Distribution of investments by country of issue, as a percentage of
total value of investments in securities, is as follows:

United States of America 88.3%

Canada 4.4

United Kingdom 3.2

Finland 1.2

Others (individually less than 1%) 2.9

TOTAL 100.0%

INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $3,383,359,000. Net unrealized appreciation
aggregated $57,389,000, of which $70,291,000 related to appreciated
investment securities and $12,902,000 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, respectively.
The fund intends to elect to defer to its fiscal year ending April 30,
1999 approximately $1,660,000 of losses recognized during the period
November 1, 1997 to April 30, 1998.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1998 (UNAUDITED)

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE $ 3,440,748
AGREEMENTS OF $116,831) (COST $3,383,359) -
SEE ACCOMPANYING SCHEDULE

CASH 4,816

RECEIVABLE FOR INVESTMENTS SOLD 26,841

RECEIVABLE FOR FUND SHARES SOLD 13,247

INTEREST RECEIVABLE 54,106

OTHER RECEIVABLES 7

TOTAL ASSETS 3,539,765

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 54,341

PAYABLE FOR FUND SHARES REDEEMED 17,000

DISTRIBUTIONS PAYABLE 615

ACCRUED MANAGEMENT FEE 1,259

OTHER PAYABLES AND ACCRUED EXPENSES 838

TOTAL LIABILITIES 74,053

NET ASSETS $ 3,465,712

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 3,432,701

DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME (7,297)

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON (17,081)
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 57,389

NET ASSETS, FOR 336,052 SHARES OUTSTANDING $ 3,465,712

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER $10.31
SHARE ($3,465,712 (DIVIDED BY) 336,052 SHARES)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED)

INVESTMENT INCOME $ 110,008
INTEREST

EXPENSES

MANAGEMENT FEE $ 7,062

TRANSFER AGENT FEES 3,197

ACCOUNTING FEES AND EXPENSES 379

NON-INTERESTED TRUSTEES' COMPENSATION 16

CUSTODIAN FEES AND EXPENSES 44

REGISTRATION FEES 120

AUDIT 29

LEGAL 3

MISCELLANEOUS 6

TOTAL EXPENSES BEFORE REDUCTIONS 10,856

EXPENSE REDUCTIONS (170) 10,686

NET INVESTMENT INCOME 99,322

REALIZED AND UNREALIZED GAIN (LOSS) 11,240
NET REALIZED GAIN (LOSS) ON INVESTMENT SECURITIES

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON 36,606
INVESTMENT SECURITIES

NET GAIN (LOSS) 47,846

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 147,168
FROM OPERATIONS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1998 APRIL 30,
(UNAUDITED) 1998

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 99,322 $ 200,084
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 11,240 6,093

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 36,606 57,252

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 147,168 263,429
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (99,236) (200,163)
FROM NET INVESTMENT INCOME

SHARE TRANSACTIONS 1,165,208 2,114,281
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 95,371 192,062

COST OF SHARES REDEEMED (935,203) (2,360,590)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 325,376 (54,247)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 373,308 9,019

NET ASSETS

BEGINNING OF PERIOD 3,092,404 3,083,385

END OF PERIOD (INCLUDING DISTRIBUTIONS IN EXCESS OF NET $ 3,465,712 $ 3,092,404
INVESTMENT INCOME OF $7,297 AND $7,383, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 113,639 208,417

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 9,302 18,954

REDEEMED (91,195) (232,678)

NET INCREASE (DECREASE) 31,746 (5,307)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS
SIX MONTHS ENDED YEARS ENDED APRIL 30,
OCTOBER 31, 1998

(UNAUDITED) 1998 1997 1996 1995 1994
SELECTED PER-SHARE DATA

NET ASSET VALUE, $ 10.160 $ 9.960 $ 10.050 $ 10.030 $ 10.230 $ 10.700
BEGINNING OF PERIOD

INCOME FROM INVESTMENT .312 D .646 D .647 D .684 .591 .705
OPERATIONS
NET INVESTMENT INCOME

NET REALIZED AND .151 .200 (.060) (.004) (.074) (.381)
UNREALIZED GAIN (LOSS)

TOTAL FROM INVESTMENT .463 .846 .587 .680 .517 .324
OPERATIONS

LESS DISTRIBUTIONS

FROM NET INVESTMENT (.313) (.646) (.647) (.660) (.598) (.704)
INCOME

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

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

RETURN OF CAPITAL - - - - (.019) -

TOTAL DISTRIBUTIONS (.313) (.646) (.677) (.660) (.717) (.794)

NET ASSET VALUE, $ 10.310 $ 10.160 $ 9.960 $ 10.050 $ 10.030 $ 10.230
END OF PERIOD

TOTAL RETURN B, C 4.61% 8.70% 6.02% 6.85% 5.32% 2.93%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 3,466 $ 3,092 $ 3,083 $ 2,881 $ 2,463 $ 1,782
(IN MILLIONS)

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

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

RATIO OF NET INVESTMENT 6.06% A 6.37% 6.46% 6.48% 6.31% 6.88%
INCOME TO AVERAGE
NET ASSETS

PORTFOLIO TURNOVER RATE 87% A 90% 116% 169% 75% 81%

</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).
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998 (Unaudited)

1. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity Intermediate Bond Fund (the fund) is a fund of Fidelity
Commonwealth Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended, 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 market
quotations are not readily available are valued at their fair value as
determined in good faith under consistently applied procedures under
the general supervision of the Board of Trustees. Short-term
securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued at amortized cost or
original cost plus accrued interest, both of which approximate current
value.
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.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.
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.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS -
CONTINUED
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.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR),
may transfer uninvested cash balances into one or more joint trading
accounts. These balances are invested in one or more repurchase
agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,609,148,000 and $1,389,251,000, respectively, of which
U.S. government and government agency obligations aggregated
$937,514,000 and $791,826,000, 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES -
CONTINUED
MANAGEMENT FEE - CONTINUED
is based on the monthly average net assets of all the mutual funds
advised by FMR. The rates ranged from .1100% to .3700% for the period.
The annual individual fund fee rate is .30%. In the event that these
rates were lower than the contractual rates in effect during the
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. For the period, the management
fee was equivalent to an annualized rate of .43% 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 .20% 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
$9,000 and $161,000, respectively, under these arrangements.
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 Xpress(registered trademark) provides 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.
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

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.
(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 and we'll send you an America Online CD or disk with up
to 50 free hours of Web access.
(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD
AND RETURN WILL VARY AND,
EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS MEANS
THAT YOU MAY HAVE A GAIN
OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO ASSURANCE THAT MONEY
MARKET FUNDS WILL BE ABLE TO
MAINTAIN A STABLE $1 SHARE PRICE; AN INVESTMENT IN A MONEY MARKET FUND
IS NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT. TOTAL RETURNS ARE HISTORICAL AND
INCLUDE CHANGES IN SHARE PRICE,
REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS, AND THE EFFECTS OF ANY
SALES CHARGES.
TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
815 East Birch Street
Brea, CA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
950 Northgate Drive
San Rafael, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
48 West Putnam Avenue
Greenwich, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
29 South Main Street
West Hartford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
1907 West State Road 434
Longwood, FL
8880 Tamiami Trail, North
Naples, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, FL
GEORGIA
3445 Peachtree Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
One North Franklin Street
Chicago, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
3232 Lake Avenue
Wilmette, IL
INDIANA
4729 East 82nd Street
Indianapolis, IN
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
155 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
29155 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
150 Essex Street
Millburn, NJ
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
NEW YORK
1055 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
16850 SW 72 Avenue
Tigard, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
6150 Poplar Road
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
4017 Northwest Parkway
Dallas, TX
1155 Dairy Ashford Street
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

TO WRITE FIDELITY

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
Stanley N. Griffith, Assistant Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Thomas J. Simpson, 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

IBF-SANN-1298 66961
1.538685.101

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SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
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The Bank of New York
New York, NY
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Target Timeline 1999, 2001 & 2003
SM
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(FIDELITY_LOGO_GRAPHIC)
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(2_FIDELITY_LOGOS)

FIDELITY
LARGE CAP STOCK
FUND

SEMIANNUAL REPORT
OCTOBER 31, 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 18 Statements of assets and liabilities,
operations, and changes in net assets,
as well as financial highlights.

NOTES 22 Notes to the financial statements.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
What a difference one month can make. The stock and bond markets did
an about-face in October, as renewed optimism in many emerging markets
and more encouraging corporate earnings forecasts in the U.S. replaced
the concerns that had shaped the financial markets in recent months.
Equity markets worldwide bounced back strongly, while the major U.S.
bond indexes were off slightly as the flight to safety eased.
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. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
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

CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 6 PAST 1 LIFE OF
MONTHS YEAR FUND

FIDELITY LARGE CAP STOCK 3.01% 22.59% 97.49%

S&P 500 (registered trademark) -0.41% 21.99% 112.76%

Growth Funds Average -6.78% 9.61% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, or since
the fund started on June 22, 1995. For example, if you had invested
$1,000 in a fund that had a 5% return over the past year, the value of
your investment would be $1,050. You can compare the fund's returns to
the performance of the Standard & Poor's 500 Index - a widely
recognized unmanaged index of common stocks. To measure how the fund's
performance stacked up against its peers, you can compare it to the
growth funds average, which reflects the performance of mutual funds
with similar objectives tracked by Lipper Analytical Services, Inc.
The past six months average represents a peer group of 1,076 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 LIFE OF
YEAR FUND

FIDELITY LARGE CAP STOCK 22.59% 22.44%

S&P 500 21.99% 25.18%

Growth Funds Average 9.61% n/a

$10,000 OVER LIFE OF FUND
Large Cap Stock S&P 500
00338 SP001
1995/06/22 10000.00 10000.00
1995/06/30 9870.00 9890.40
1995/07/31 10260.00 10218.37
1995/08/31 10330.00 10244.01
1995/09/30 10720.00 10676.31
1995/10/31 10590.00 10638.20
1995/11/30 10990.00 11105.21
1995/12/31 11079.92 11319.10
1996/01/31 11420.84 11704.40
1996/02/29 11621.38 11812.90
1996/03/31 11661.49 11926.66
1996/04/30 11751.73 12102.46
1996/05/31 12022.46 12414.58
1996/06/30 12092.09 12461.88
1996/07/31 11488.55 11911.32
1996/08/31 11859.14 12162.53
1996/09/30 12653.28 12847.03
1996/10/31 12843.88 13201.35
1996/11/30 13786.26 14199.24
1996/12/31 13467.54 13917.96
1997/01/31 14145.76 14787.55
1997/02/28 13919.69 14903.49
1997/03/31 13219.93 14291.10
1997/04/30 13790.50 15144.28
1997/05/31 14727.09 16066.26
1997/06/30 15282.77 16786.03
1997/07/31 16456.64 18121.70
1997/08/31 15875.30 17106.52
1997/09/30 16736.14 18043.44
1997/10/31 16110.07 17440.79
1997/11/30 16523.72 18248.13
1997/12/31 16794.67 18561.45
1998/01/31 16841.29 18766.74
1998/02/28 18158.29 20120.19
1998/03/31 19044.06 21150.55
1998/04/30 19172.26 21363.32
1998/05/31 18845.92 20996.09
1998/06/30 20032.51 21848.95
1998/07/31 20100.00 21616.26
1998/08/31 17076.23 18490.98
1998/09/30 18561.12 19675.51
1998/10/30 19749.03 21275.92
IMATRL PRASUN SHR__CHT 19981031 19981104 151223 R00000000000044

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Large Cap Stock Fund on June 22, 1995, when the
fund started. As the chart shows, by October 31, 1998, the value of
the investment would have grown to $19,749 - a 97.49% 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 would have grown to $21,276 - a
112.76% 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

MARKET RECAP
Thanks to two interest-rate cuts by
the Federal Reserve, a brighter
corporate earnings outlook and
new measures to control plummeting
economies worldwide, the U.S. stock
market rebounded strongly in the
final month of the six-month period
ending October 31, 1998. For the
period, the Standard & Poor's 500
Index - a market-capitalization
weighted index of 500 widely held
U.S. stocks - returned -0.41%,
a marked improvement over the
- -6.97% return for the six-month
period ending September 30, 1998.
As investors are well aware,
extreme volatility was the rule rather
than the exception for the past six
months. Despite the Asian economic
difficulties that plagued the rest of
the world, the U.S. market posted a
strong second quarter, culminating
in a record-high Dow Jones
Industrial Average - an index of 30
blue-chip stocks - of 9337.97
points on July 17. Just six weeks
later, however, evidence that the
bull market may have made its last
charge was reinforced on August 31,
when the Dow plunged 512.61
points - erasing all previous gains
for the year. Anxious to stave off the
effects of a bear market - as well
as the impact of turbulent
international and emerging markets
- - the Fed dropped the fed funds rate
by 0.25% on September 29, then in
a surprise move, slashed rates
another quarter-point on October
15, sparking the Dow to a 9.73%
return for the month of October.
An interview with Karen Firestone, Portfolio Manager of Fidelity Large
Cap Stock Fund
Q. KAREN, HOW DID THE FUND PERFORM?
A. Quite well for both the six- and 12-month periods. For the six
months that ended October 31, 1998, the fund was up 3.01%,
outperforming the growth funds average, as tracked by Lipper
Analytical Services, which was down -6.78%, and the Standard & Poor's
500 Index, which was down -0.41%. For the 12-month period ending
October 31, 1998, the fund returned 22.59%. The Lipper group and the
S&P 500 index returned 9.61% and 21.99%, respectively.
Q. THE FUND'S SOLID RETURNS FOR BOTH THE SIX- AND 12-MONTH PERIODS ARE
NOT NECESSARILY SURPRISING GIVEN THAT LARGE-CAPITALIZATION STOCKS
GENERALLY OUTPERFORMED THE REST OF THE MARKET OVER THE PAST YEAR. THAT
SAID, WHY DID THE FUND PERFORM BETTER THAN ITS PEERS AND THE S&P 500
INDEX?
A. Mostly for two reasons. First, the fund had a larger weighting in a
number of the period's top-performing, large-cap stocks than did its
competitors and even, to some extent, than the S&P 500. That's largely
because in July and August of 1998 when the market stumbled, many of
my competitors became leery of large growth stocks with high
price-to-earnings ratios. As a result, they sold out of many of these
stocks or reduced their weightings in them. I took the opposite
approach and continued to hold these stocks. In the very short term,
my peers made the right decision - these stocks were hit the hardest
as the market dropped. However, when the market picked up in the
following months, these stocks became the market leaders. Because I
held on to such rebounding stocks as pharmaceutical giant Merck and
Internet leader America Online, the fund got a boost relative to
similar funds and the S&P 500.
Q. WHAT WAS THE SECOND REASON FOR THE FUND'S STRONG PERFORMANCE?
A. Good stock selection. In addition to my holdings in
very-large-capitalization stocks, I also owned a handful of
strong-performing smaller names that most of my competitors did not.
Q. GOING BACK TO THE FUND'S RELATIVELY HEAVY WEIGHTING IN SOME OF THE
PERIOD'S TOP-PERFORMING, LARGE-CAP STOCKS, WHAT SPECIFIC HOLDINGS
HELPED THE FUND THE MOST?
A. In general, the fund benefited the most from its top-10 holdings in
the health care, communications and technology sectors. As I just
noted, pharmaceutical company Merck saw strong revenue growth in the
third quarter. Another top-10 stock in the health care sector, Eli
Lilly, also helped the fund. While the company's new estrogen-like
drug Evista was not the blockbuster it was expected to be, everything
else in the company's pipeline - especially Prozac - performed well,
and Lilly exceeded the market's expectations. In terms of
communication stocks, the recently merged company MCI Worldcom - the
biggest player in the new age of communications - looked strong
because of its global reach. In technology, Microsoft saw strong
growth and excellent profit margins over the period. Outside of these
sectors, top-10 holding Philip Morris continued to show solid earnings
growth, and its subsidiary, Kraft, greatly outperformed market
expectations.
Q. DID YOU MAKE ANY INVESTMENT DECISIONS OVER THE PERIOD THAT YOU
REGRET IN HINDSIGHT?
A. Of course. For example, I wish I had bought more technology stocks
- - especially PC manufacturer Dell and computer networking company
Cisco - in the third quarter when prices were low. However, I see
situations like these as a chance to learn about a variety of market
conditions and an opportunity to improve my investment decisions in
the future.
Q. KAREN, WHAT'S YOUR OUTLOOK FOR THE FUND GOING FORWARD?
A. My goal is to remain positioned in sectors and specific stocks that
achieve higher growth in sales and earnings than the S&P 500 index.
Short term, I need to and expect to focus on a market that is showing
rapid group rotation. By this I mean that in the current market
investors love pharmaceutical stocks one week, then three weeks later
these stocks are out of favor and retail stocks, for instance, are
strong. The swings in prices can be extreme, so I have to be nimble
and anticipate these changes in market direction. Going forward, I
plan to modify the fund's holdings for the short term based on market
conditions, without losing site of its long-term goals.
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.

KAREN FIRESTONE ON THE
FUND'S FOREIGN EXPOSURE:
"In general, I tend to invest
approximately five to seven
percent of the fund in foreign
companies. Of course, it's
important to keep in mind that many
large-capitalization companies
have broad international interests.
Therefore, the fund has some
additional foreign exposure
related to these holdings.
"The foreign stocks that were the
standouts over this period were
mostly located in Europe.
SmithKline Beecham, a British
pharmaceutical company, and
Castorama, a French superstore
similar to Home Depot, both
turned in strong results.
"The fund has never had any large,
direct exposure to Asian
companies, although some of the
fund's large technology stocks
were hurt - at least in the short
term - by slowing demand in that
part of the world. Currently, I am
seeking what I consider to be an
appropriate level of risk on several
investments in Asia. In some cases,
I think lower stock prices
justify a higher risk level."
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 October 31, 1998,
more than $223 million
MANAGER: Karen Firestone,
since April 1998; manager,
Fidelity Advisor Large Cap
Fund, since April 1998; Fidelity
Select Health Care Portfolio,
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 OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 3.5 3.0

Microsoft Corp. 3.4 3.2

Intel Corp. 2.7 1.8

Philip Morris Companies, Inc. 2.5 1.5

Merck & Co., Inc. 2.4 2.9

Coca-Cola Co. (The) 2.3 3.0

MCI Worldcom, Inc. 2.2 2.2

Lilly (Eli) & Co. 2.2 0.5

Bristol-Myers Squibb Co. 2.2 2.8

Warner-Lambert Co. 1.9 1.3

<TABLE>
<CAPTION>
<S> <C> <C>
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

HEALTH 23.2 18.3

TECHNOLOGY 22.2 19.8

NONDURABLES 12.8 10.7

FINANCE 8.9 12.4

RETAIL & WHOLESALE 7.1 8.0

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)

AS OF OCTOBER 31, 1998 * AS OF APRIL 30, 1998 **

STOCKS 96.1%
SHORT-TERM
INVESTMENTS 3.9%
*FOREIGN
INVESTMENTS 4.8%
STOCKS 98.7%
SHORT-TERM
INVESTMENTS 1.3%
**FOREIGN
INVESTMENTS 5.5%

</TABLE>

ROW: 1, COL: 1, VALUE: 96.09999999999999
ROW: 1, COL: 2, VALUE: 3.9
ROW: 1, COL: 1, VALUE: 98.0
ROW: 1, COL: 2, VALUE: 2.0

INVESTMENTS OCTOBER 31, 1998 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 96.1%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.3%

Boeing Co. 17,500 $ 656,250

BASIC INDUSTRIES - 0.9%

CHEMICALS & PLASTICS - 0.5%

Monsanto Co. 26,400 1,072,500

PACKAGING & CONTAINERS - 0.4%

Owens-Illinois, Inc. (a) 32,370 989,308

TOTAL BASIC INDUSTRIES 2,061,808

CONSTRUCTION & REAL ESTATE - 0.1%

BUILDING MATERIALS - 0.1%

Sherwin-Williams Co. 10,000 251,875

DURABLES - 1.8%

AUTOS, TIRES, & ACCESSORIES - 0.2%

Honda Motor Co. Ltd. sponsored ADR 7,500 460,313

CONSUMER ELECTRONICS - 0.2%

Black & Decker Corp. 10,400 537,550

HOME FURNISHINGS - 0.5%

Leggett & Platt, Inc. 42,600 995,775

TEXTILES & APPAREL - 0.9%

Boss (Hugo) AG 265 364,495

NIKE, Inc. Class B 36,600 1,598,963

1,963,458

TOTAL DURABLES 3,957,096

ENERGY - 2.9%

ENERGY SERVICES - 0.9%

Baker Hughes, Inc. 18,300 403,744

Halliburton Co. 22,600 812,188

Schlumberger Ltd. 12,900 677,250

1,893,182

OIL & GAS - 2.0%

British Petroleum Co. PLC ADR 9,000 795,938

Royal Dutch Petroleum Co. (NY Registry Gilder 1.25) 11,700 576,225

Texaco, Inc. 18,400 1,091,350

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Total SA sponsored ADR 20,500 $ 1,199,250

USX-Marathon Group 26,200 856,413

4,519,176

TOTAL ENERGY 6,412,358

FINANCE - 8.9%

BANKS - 1.1%

AmSouth Bancorp. 12,400 496,775

Bank of Ireland, Inc. 23,800 435,395

Bank of New York Co., Inc. 34,460 1,087,644

Bank One Corp. 7,900 386,113

2,405,927

CREDIT & OTHER FINANCE - 2.1%

American Express Co. 22,010 1,945,134

Fleet Financial Group, Inc. 48,400 1,932,975

Household International, Inc. 16,800 614,250

4,492,359

FEDERAL SPONSORED CREDIT - 2.5%

Fannie Mae 48,000 3,399,000

Freddie Mac 35,000 2,012,500

5,411,500

INSURANCE - 2.6%

Ambac Financial Group, Inc. 16,300 948,456

American International Group, Inc. 14,600 1,244,650

Hartford Financial Services Group, Inc. 21,800 1,158,125

MGIC Investment Corp. 12,400 483,600

Progressive Corp. 8,400 1,236,900

UNUM Corp. 15,200 675,450

5,747,181

SAVINGS & LOANS - 0.6%

Charter One Financial, Inc. 25,205 691,562

Dime Bancorp, Inc. 29,600 704,850

1,396,412

TOTAL FINANCE 19,453,379

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

HEALTH - 23.2%

DRUGS & PHARMACEUTICALS - 18.2%

American Home Products Corp. 45,540 $ 2,220,075

Amgen, Inc. (a) 20,500 1,610,531

Bristol-Myers Squibb Co. 42,500 4,698,906

Elan Corp. PLC ADR (a) 21,900 1,534,369

Genentech, Inc. (special) (a) 14,300 1,024,238

Immunex Corp. (a) 10,500 725,156

Lilly (Eli) & Co. 58,700 4,751,031

Merck & Co., Inc. 39,570 5,351,843

Millennium Pharmaceuticals, Inc. (a) 21,800 400,575

Pfizer, Inc. 38,800 4,163,725

Pharmacia & Upjohn, Inc. 57,100 3,022,731

Protein Design Labs, Inc. (a) 30,500 732,000

Schering-Plough Corp. 38,580 3,968,918

SmithKline Beecham PLC ADR 24,400 1,555,500

Warner-Lambert Co. 53,600 4,200,900

39,960,498

MEDICAL EQUIPMENT & SUPPLIES - 4.1%

Abbott Laboratories 41,500 1,947,906

Guidant Corp. 21,100 1,614,150

Johnson & Johnson 37,700 3,072,550

Medtronic, Inc. 35,600 2,314,000

8,948,606

MEDICAL FACILITIES MANAGEMENT - 0.9%

Health Management Associates, Inc. Class A (a) 52,617 937,240

Humana, Inc. (a) 54,900 1,039,669

1,976,909

TOTAL HEALTH 50,886,013

INDUSTRIAL MACHINERY & EQUIPMENT - 3.9%

ELECTRICAL EQUIPMENT - 3.8%

General Electric Co. 88,280 7,724,487

Honeywell, Inc. 9,100 726,863

8,451,350

INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%

ASM Lithography Holding (a) 7,600 193,800

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 8,645,150

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - 7.1%

BROADCASTING - 4.5%

Cablevision Systems Corp. Class A (a) 38,700 $ 1,867,275

CBS Corp. 66,400 1,855,050

Comcast Corp. Class A (special) 63,900 3,155,063

MediaOne Group, Inc. 22,700 960,494

RCN Corp. (a) 24,600 395,906

Time Warner, Inc. 16,100 1,494,281

9,728,069

ENTERTAINMENT - 1.1%

Disney (Walt) Co. 47,000 1,266,063

Tele-Communications, Inc. (TCI Ventures Group) Series A (a) 57,200 1,065,350

2,331,413

LEISURE DURABLES & TOYS - 0.2%

Mattel, Inc. 14,300 513,013

PUBLISHING - 0.6%

Tribune Co. 24,100 1,388,763

RESTAURANTS - 0.7%

McDonald's Corp. 22,600 1,511,375

TOTAL MEDIA & LEISURE 15,472,633

NONDURABLES - 12.8%

BEVERAGES - 3.6%

Anheuser-Busch Companies, Inc. 15,600 927,225

Coca-Cola Co. (The) 72,500 4,902,813

PepsiCo, Inc. 60,640 2,046,600

7,876,638

FOODS - 3.0%

Heinz (H.J.) Co. 26,800 1,557,750

Hershey Foods Corp. 14,700 996,844

Nestle SA (Reg.) 590 1,257,130

Quaker Oats Co. 22,000 1,299,375

Raisio Group PLC 29,000 391,931

Sara Lee Corp. 16,500 984,844

6,487,874

HOUSEHOLD PRODUCTS - 3.7%

Clorox Co. 6,800 742,900

Colgate-Palmolive Co. 6,100 539,088

Gillette Co. 51,600 2,318,775

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

NONDURABLES - CONTINUED

HOUSEHOLD PRODUCTS - CONTINUED

Procter & Gamble Co. 45,700 $ 4,061,588

Revlon, Inc. Class A (a) 26,200 496,163

8,158,514

TOBACCO - 2.5%

Philip Morris Companies, Inc. 109,240 5,584,895

TOTAL NONDURABLES 28,107,921

RETAIL & WHOLESALE - 7.1%

APPAREL STORES - 0.8%

Abercrombie & Fitch Co. Class A (a) 13,405 532,011

Gap, Inc. 19,300 1,160,413

1,692,424

DRUG STORES - 1.1%

CVS Corp. 19,500 890,906

Walgreen Co. 31,500 1,533,656

2,424,562

GENERAL MERCHANDISE STORES - 2.1%

Dayton Hudson Corp. 22,500 953,438

Wal-Mart Stores, Inc. 54,200 3,739,800

4,693,238

GROCERY STORES - 0.8%

Safeway, Inc. (a) 38,900 1,859,906

RETAIL & WHOLESALE, MISCELLANEOUS - 2.3%

Amazon.com, Inc. (a) 5,800 733,338

Best Buy Co., Inc. (a) 25,900 1,243,200

Castorama Dubois Investissements SA 2,640 471,590

Home Depot, Inc. 37,900 1,648,650

Staples, Inc. (a) 27,100 884,138

4,980,916

TOTAL RETAIL & WHOLESALE 15,651,046

SERVICES - 1.1%

ADVERTISING - 1.1%

Omnicom Group, Inc. 25,800 1,275,488

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

SERVICES - CONTINUED

ADVERTISING - CONTINUED

Outdoor Systems, Inc. (a) 26,550 $ 585,759

WPP Group PLC ADR 11,600 577,100

2,438,347

TECHNOLOGY - 22.2%

COMMUNICATIONS EQUIPMENT - 4.0%

3Com Corp. (a) 22,100 796,981

Ascend Communications, Inc. (a) 32,300 1,558,475

Aspect Telecommunications Corp. (a) 16,000 242,000

Cisco Systems, Inc. (a) 52,035 3,278,205

Lucent Technologies, Inc. 36,800 2,950,900

8,826,561

COMPUTER SERVICES & SOFTWARE - 7.9%

America Online, Inc. 15,400 1,956,763

At Home Corp. Series A (a) 19,900 880,575

CNET, Inc. (a) 16,000 609,000

Computer Associates International, Inc. 25,900 1,019,813

Compuware Corp. (a) 11,200 606,900

Electronic Data Systems Corp. 29,700 1,208,419

Equifax, Inc. 19,500 754,406

First Data Corp. 39,700 1,052,050

Microsoft Corp. (a) 69,500 7,358,313

Oracle Corp. (a) 32,100 948,956

Siebel Systems, Inc. (a) 23,500 480,281

Yahoo, Inc. (a) 3,900 510,291

17,385,767

COMPUTERS & OFFICE EQUIPMENT - 4.7%

Compaq Computer Corp. 49,300 1,559,113

Dell Computer Corp. (a) 45,700 2,993,350

EMC Corp. (a) 22,700 1,461,313

Gateway 2000, Inc. (a) 9,900 552,544

International Business Machines Corp. 13,200 1,959,375

Pitney Bowes, Inc. 18,020 992,226

Tech Data Corp. (a) 21,600 850,500

10,368,421

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONIC INSTRUMENTS - 0.9%

Applied Materials, Inc. (a) 30,500 $ 1,057,969

Perkin-Elmer Corp. 10,600 893,713

1,951,682

ELECTRONICS - 4.7%

Altera Corp. (a) 27,400 1,140,525

Intel Corp. 66,800 5,957,725

Micron Technology, Inc. (a) 25,000 950,000

Texas Instruments, Inc. 25,300 1,617,619

Vitesse Semiconductor Corp. (a) 16,100 519,225

10,185,094

TOTAL TECHNOLOGY 48,717,525

UTILITIES - 3.8%

TELEPHONE SERVICES - 3.8%

ALLTEL Corp. 13,500 631,969

AT&T Corp. 25,700 1,599,825

Bell Atlantic Corp. 10,000 531,250

BellSouth Corp. 8,000 638,500

MCI Worldcom, Inc. (a) 87,607 4,840,287

8,241,831

TOTAL COMMON STOCKS 210,953,232
(Cost $182,579,916)

</TABLE>

CASH EQUIVALENTS - 3.9%

Taxable Central Cash Fund (b) 8,454,485 8,454,485
(Cost $8,454,485)

TOTAL INVESTMENT IN SECURITIES - 100% $ 219,407,717
(Cost $191,034,401)

LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $191,322,140. Net unrealized appreciation
aggregated $28,085,577, of which $34,003,113 related to appreciated
investment securities and $5,917,536 related to depreciated investment
securities.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1998 (UNAUDITED)

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $191,034,401) - $ 219,407,717
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 1,855,825

RECEIVABLE FOR FUND SHARES SOLD 14,345,807

DIVIDENDS RECEIVABLE 146,175

INTEREST RECEIVABLE 31,116

OTHER RECEIVABLES 3,013

TOTAL ASSETS 235,789,653

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 10,630,647

PAYABLE FOR FUND SHARES REDEEMED 1,555,518

ACCRUED MANAGEMENT FEE 75,027

OTHER PAYABLES AND ACCRUED EXPENSES 103,266

TOTAL LIABILITIES 12,364,458

NET ASSETS $ 223,425,195

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 197,774,062

UNDISTRIBUTED NET INVESTMENT INCOME 216,054

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON (2,938,793)
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 28,373,872
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 15,273,480 SHARES OUTSTANDING $ 223,425,195

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $14.63
PER SHARE ($223,425,195 (DIVIDED BY) 15,273,480 SHARES)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED)

INVESTMENT INCOME $ 824,233
DIVIDENDS

INTEREST 180,828

TOTAL INCOME 1,005,061

EXPENSES

MANAGEMENT FEE $ 530,915
BASIC FEE

PERFORMANCE ADJUSTMENT (114,717)

TRANSFER AGENT FEES 231,047

ACCOUNTING FEES AND EXPENSES 54,308

NON-INTERESTED TRUSTEES' COMPENSATION 472

CUSTODIAN FEES AND EXPENSES 21,665

REGISTRATION FEES 66,121

AUDIT 16,549

LEGAL 161

INTEREST 5,835

MISCELLANEOUS 448

TOTAL EXPENSES BEFORE REDUCTIONS 812,804

EXPENSE REDUCTIONS (23,501) 789,303

NET INVESTMENT INCOME 215,758

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

INVESTMENT SECURITIES (2,302,301)

FOREIGN CURRENCY TRANSACTIONS (14,370) (2,316,671)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 4,570,549

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 556 4,571,105

NET GAIN (LOSS) 2,254,434

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 2,470,192
FROM OPERATIONS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1998 APRIL 30,
(UNAUDITED) 1998

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 215,758 $ 523,591
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) (2,316,671) 28,857,405

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 4,571,105 14,221,736

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 2,470,192 43,602,732
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (184,464) (530,981)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (20,547,394) (9,466,445)

TOTAL DISTRIBUTIONS (20,731,858) (9,997,426)

SHARE TRANSACTIONS 227,548,135 142,052,818
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 20,274,079 9,822,082

COST OF SHARES REDEEMED (160,371,696) (148,656,557)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 87,450,518 3,218,343
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 69,188,852 36,823,649

NET ASSETS

BEGINNING OF PERIOD 154,236,343 117,412,694

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 223,425,195 $ 154,236,343
INCOME OF $216,054 AND $225,430, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 15,536,096 9,702,580

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 1,425,743 704,182

REDEEMED (11,062,774) (10,197,944)

NET INCREASE (DECREASE) 5,899,065 208,818

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS
SIX MONTHS ENDED YEARS ENDED APRIL 30,
OCTOBER 31, 1998

(UNAUDITED) 1998 1997 1996 F
SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING OF PERIOD $ 16.45 $ 12.81 $ 11.72 $ 10.00

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME .02 D .06 D .09 D .05

NET REALIZED AND UNREALIZED GAIN (LOSS) .41 4.71 1.85 1.70

TOTAL FROM INVESTMENT OPERATIONS .43 4.77 1.94 1.75

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.02) (.06) (.05) (.03)

FROM NET REALIZED GAIN (2.23) (1.07) (.80) -

TOTAL DISTRIBUTIONS (2.25) (1.13) (.85) (.03)

NET ASSET VALUE, END OF PERIOD $ 14.63 $ 16.45 $ 12.81 $ 11.72

TOTAL RETURN B, C 3.01% 39.03% 17.35% 17.52%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 223,425 $ 154,236 $ 117,413 $ 88,166

RATIO OF EXPENSES TO AVERAGE NET ASSETS .89% A .86% 1.01% 1.31% A

RATIO OF EXPENSES TO AVERAGE NET ASSETS .86% A, E .84% E .99% E 1.30% A, E
AFTER EXPENSE REDUCTIONS

RATIO OF NET INVESTMENT INCOME TO AVERAGE .24% A .39% .68% .70% A
NET ASSETS

PORTFOLIO TURNOVER RATE 135% A 159% 110% 155% A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E 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 6 OF NOTES TO FINANCIAL STATEMENTS).
F FOR THE PERIOD JUNE 22, 1995 (COMMENCEMENT OF OPERATIONS) TO APRIL
30, 1996.

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Large Cap Stock Fund (the fund) is a fund of Fidelity
Commonwealth Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended, 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 the fair market value of the
securities received. Interest income is accrued as earned. Investment
income
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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 which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
2. OPERATING POLICIES - CONTINUED
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., 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 $182,410,153 and $120,814,019, 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. For the period, the
management fee was equivalent to an annualized 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 statements. For the period, the transfer agent fees were
equivalent to an annualized rate of .25% 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 $32,537 for the
period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. Under the most
restrictive arrangement, the fund must pledge to the bank securities
having a market value in excess of 220% of the total bank borrowings.
The interest rate on the borrowings is the bank's base rate, as
revised from time to time. The maximum loan and the average daily loan
balances during the period for which loans were outstanding amounted
to $14,291,000 and $5,964,667, respectively. The weighted average
interest rate was 5.87%.
6. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $22,993 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 $76 and $432, respectively, under these arrangements.
MANAGING YOUR INVESTMENTS

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

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

LCS-SANN-1298 66789
1.465347.101

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
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Emerging Growth Fund
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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
TechnoQuantSM Growth Fund
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
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AUTOMATED LINE FOR QUICKEST SERVICE

(FIDELITY_LOGO_GRAPHIC)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(2_FIDELITY_LOGOS)

FIDELITY
SMALL CAP SELECTOR

SEMIANNUAL REPORT
OCTOBER 31, 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 24 Statements of assets and liabilities,
operations, and changes in net assets,
as well as financial highlights.

NOTES 28 Notes to the financial statements.

PRESIDENT'S MESSAGE

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). Total returns do not include the effect of the
3% sales load which was eliminated as of September 30, 1998.

CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

FIDELITY SMALL CAP SELECTOR -27.61% -16.33% 47.60% 58.52%

Russell 2000 (registered trademark) -21.20% -11.84% 56.79% 76.46%

Small Cap Funds Average -22.55% -13.76% 62.57% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or since the fund started on June 28, 1993. For example, if you
had invested $1,000 in a fund that had a 5% return over the past year,
the value of your investment would be $1,050. You can compare the
fund's returns to the performance of the Russell 2000 Index - an
unmanaged index of 2,000 small capitalization stocks. To measure how
the fund's performance stacked up against its peers, you can compare
it to the small cap funds average, which reflects the performance of
mutual funds with similar objectives tracked by Lipper Analytical
Services, Inc. The past six months average represents a peer group of
657 mutual funds. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY SMALL CAP SELECTOR -16.33% 8.10% 9.00%

Russell 2000 -11.84% 9.42% 11.21%

Small Cap Funds Average -13.76% 9.95% n/a

$10,000 OVER LIFE OF FUND
Small Cap Selector Russell 2000
00336 RS002
1993/06/28 10000.00 10000.00
1993/06/30 10000.00 10089.85
1993/07/31 10070.00 10229.16
1993/08/31 10440.00 10671.07
1993/09/30 10660.00 10972.21
1993/10/31 10740.00 11254.62
1993/11/30 10440.00 10884.20
1993/12/31 10881.65 11256.33
1994/01/31 11153.19 11609.25
1994/02/28 11243.70 11567.27
1994/03/31 10499.49 10956.54
1994/04/30 10670.46 11021.67
1994/05/31 10388.86 10897.91
1994/06/30 9875.95 10527.85
1994/07/31 9956.41 10700.82
1994/08/31 10660.40 11297.10
1994/09/30 10600.06 11259.27
1994/10/31 10801.20 11214.84
1994/11/30 10288.29 10761.90
1994/12/31 10519.89 11051.05
1995/01/31 10127.28 10911.62
1995/02/28 10479.62 11365.53
1995/03/31 10761.49 11561.27
1995/04/30 11003.10 11818.34
1995/05/31 11214.50 12021.54
1995/06/30 12458.89 12645.17
1995/07/31 13744.25 13373.56
1995/08/31 13936.55 13650.22
1995/09/30 14290.79 13893.99
1995/10/31 13551.96 13272.62
1995/11/30 13734.13 13830.26
1995/12/31 13321.13 14195.16
1996/01/31 13095.35 14179.95
1996/02/29 13407.14 14621.86
1996/03/31 13654.43 14919.50
1996/04/30 14933.86 15717.27
1996/05/31 15439.18 16336.65
1996/06/30 14567.99 15665.81
1996/07/31 13496.32 14297.50
1996/08/31 14132.62 15127.62
1996/09/30 14735.44 15718.79
1996/10/31 14288.91 15476.54
1996/11/30 14880.56 16114.23
1996/12/31 15137.31 16536.55
1997/01/31 15204.29 16867.03
1997/02/28 14992.19 16458.06
1997/03/31 14434.03 15681.47
1997/04/30 14579.15 15725.18
1997/05/31 15862.92 17474.60
1997/06/30 16939.24 18223.48
1997/07/31 18067.76 19071.46
1997/08/31 18193.15 19507.84
1997/09/30 19424.27 20935.70
1997/10/31 18945.50 20016.02
1997/11/30 18865.71 19886.56
1997/12/31 19262.60 20234.63
1998/01/31 19057.04 19915.30
1998/02/28 20629.00 21387.89
1998/03/31 21547.99 22269.98
1998/04/30 21898.66 22393.21
1998/05/31 20677.37 21187.18
1998/06/30 20717.48 21231.75
1998/07/31 19108.35 19512.96
1998/08/31 15072.97 15723.94
1998/09/30 15638.68 16954.46
1998/10/30 15852.39 17645.92
IMATRL PRASUN SHR__CHT 19981031 19981120 161745 R00000000000068
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Small Cap Selector on June 28, 1993 when the fund
started. As the chart shows, by October 31, 1998, the value of the
investment would have grown to $15,852 - a 58.52% increase on the
initial investment. For comparison, look at how the Russell 2000 Index
did over the same period. With dividends and capital gains, if any,
reinvested, the same $10,000 would have grown $17,646 - a 76.46%
increase.

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

FUND TALK: THE MANAGER'S OVERVIEW

An interview with Bradford Lewis, Portfolio Manager of Fidelity Small
Cap Selector
Q. HOW DID THE FUND PERFORM, BRAD?
A. For the six months that ended October 31, 1998, the fund returned
- -27.61%, versus -21.20% for the Russell 2000 and -22.55% for the small
cap funds average tracked by Lipper Analytical Services. For the 12
months that ended October 31, 1998, the fund returned -16.33%,
compared to -11.84% for the Russell 2000 and -13.76% for the Lipper
peer group.
Q. WHY DID THE SMALL-CAP UNIVERSE GENERATE SUCH NEGATIVE RETURNS OVER
THE PAST SIX MONTHS?
A. The biggest catalyst for the underperformance of small-cap stocks
was a worldwide flight to safety. Financial markets are much more
global today than they were 10 years ago. When Asian markets tumbled
in the fall of 1997, a huge amount of foreign money sought refuge in
the highest-quality bonds and household-name stocks in the most
creditworthy nations in the West - particularly the United States. We
witnessed the same type of movement over the past few months when
global markets were shaken by news of Russia's default on foreign
loans, a possible presidential impeachment and the collapse of
Long-Term Capital Management, a U.S. hedge fund. I also refer to this
as the "market cap" effect because this flight to safety benefited the
share prices of the largest-capitalization stocks in the Standard &
Poor's 500 Index, leaving the majority of smaller-cap stocks lagging
behind. For instance, the Russell 2000, an index of smaller-cap
stocks, generated a negative return of -11.84% over the past 12 months
- - lagging the S&P 500 by a staggering 33.83 percentage points.
Q. WHY DID THE FUND UNDERPERFORM ITS INDEX AND ITS PEER GROUP?
A. The market correction in August and September erased all of the
fund's big gains from earlier in the year. In addition, the fund did
not own small-cap stocks that yield high dividends. These stocks come
into favor when there is a market correction and a subsequent flight
to safety. They generally do not have above-average growth prospects,
so the fund does not tend to own them. Finally, the fund didn't own
most of the high-flying Internet stocks - one of the very few groups
of small-cap stocks that generated strong returns throughout the
period. I tend not to own stocks of start-up companies because I use
historical data to do my quantitative analysis. And even if I had the
data, my discipline has a strong value component. This means I look
closely at price-to-earnings (P/E) and price-to-free cash-flow ratios.
Most of these start-up Internet companies are not yet generating
earnings or free cash flow - and many of them are trading at 10 times
their sales, a level associated with above-average risk. Therefore,
these stocks do not meet my value criteria for this portfolio. That
said, Internet stocks did help the peer group outperform the fund
during the period.
Q. WHICH INDIVIDUAL STOCKS HURT PERFORMANCE?
A. Varco and Input/Output - two energy companies - were the biggest
detractors from the fund's performance. Both companies reported
disappointing earnings after being ravaged by a 35% decline in the
price of crude oil over the past year. Symantec, a computer software
company, also hurt performance after it reported lower-than-expected
earnings. The fund sold its positions in these three stocks by the end
of the period.
Q. WHAT ELSE DETRACTED FROM PERFORMANCE?
A. The fund was overweighted relative to the Russell 2000 in retail
stocks, which were battered during the market correction in August.
For instance, I believed Ross Stores - the fund's second-largest
holding at the end of the period - was a fundamentally sound stock
with a strong value component, but investors punished it with the rest
of the retail group over the past few months.
Q. WERE THERE ANY BRIGHT SPOTS DURING THE SIX-MONTH PERIOD?
A. Unfortunately, not many. Two notable exceptions were Waters Corp.,
a maker of instruments used to test air and water quality, and Xircom,
a manufacturer of adapters for connecting portable computers to
networks. Strong earnings helped both of these stocks deliver positive
returns during the period.
Q. WHAT'S YOUR OUTLOOK?
A. I am reasonably optimistic about the market and the positioning of
the fund. Unless Latin America suffers a financial setback, we are
running out of possibilities for a global crisis. Domestically, it
appears the markets will no longer be spooked by the specter of a
presidential impeachment. All of this is good news for the market
overall. Another plus for the fund is that small-cap stocks are
getting awfully inexpensive relative to large-caps. The trailing P/E
of the Russell 2000 is 14% less than the S&P 500, while the Russell's
quarterly revenue growth is 109% higher than the S&P 500's. At the end
of the period, the fund's valuation numbers also looked attractive
compared to the Russell 2000. The fund's P/E is 47% less, its revenue
growth is only 13% less, and 66% of the companies in the fund have had
their consensus earnings-per-share estimates increased in the last
month versus only 38% for the Russell 2000.
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
FUTURES CONTRACTS:
"PLEASE NOTE THAT THE FUND DID NOT
HOLD ANY FUTURES CONTRACTS AT THE
END OF THE PERIOD. FUTURES BASED
ON THE RUSSELL 2000 - OR CONTRACTS
TO BUY THAT INDEX AT A FUTURE DATE
- - HAVE FREQUENTLY BEEN HELD IN
THE PORTFOLIO TO HANDLE SHAREHOLDER
REDEMPTIONS. IN THE PAST FEW YEARS,
I HAD TO AGGRESSIVELY SELL STOCKS TO
MEET SHAREHOLDER REDEMPTIONS
- - CAUSING ADVERSE CONSEQUENCES
TO THE FUND'S SHARE PRICE AND NET
ASSET VALUE. ON TWO OCCASIONS,
THESE REDEMPTIONS OCCURRED AFTER
SOME INDUSTRY NEWSLETTERS
RECOMMENDED AGGRESSIVE TRADING
IN MY FUNDS. SUBSEQUENTLY, I HELD
MORE CASH AND FUTURES IN THE
PORTFOLIO FOR REDEMPTION PURPOSES.
FUTURES ARE EXTREMELY LIQUID
BECAUSE LARGE DOLLAR QUANTITIES CAN
BE SOLD QUICKLY AT A RELATIVELY LOW
COST.
"OVER THE PAST SEVERAL YEARS, I HAVE
DISCOURAGED THE NEWSLETTER CROWD
FROM COVERING THE PORTFOLIOS I
MANAGE AND SHAREHOLDER VOLATILITY
HAS INDEED ABATED. THE
JULY-SEPTEMBER BEAR MARKET WAS
AN EXCELLENT TEST OF SHAREHOLDER
STAYING POWER AND, FORTUNATELY,
REDEMPTIONS WERE ONLY MODEST.
AT BEST, FUTURES CONTRACTS CAN
ONLY MIMIC THE RETURNS OF THE
BENCHMARK, SO THEY ARE DESTINED
TO UNDERPERFORM THE MARKET AFTER
ACCOUNTING FOR FUND EXPENSES.
HENCE, GIVEN THE STABLE SHAREHOLDER
BASE, I HAVE RETURNED TO MANAGING
A PORTFOLIO THAT IS FULLY INVESTED IN
COMMON STOCKS AND FREE OF FUTURES."
FUND FACTS
GOAL: CAPITAL APPRECIATION BY
INVESTING MAINLY IN EQUITY
SECURITIES OF COMPANIES WITH
SMALL MARKET CAPITALIZATIONS,
CHOSEN IN PART BY USING
COMPUTER-AIDED QUANTITATIVE
ANALYSIS
FUND NUMBER: 336
TRADING SYMBOL: FDSCX
START DATE: JUNE 28, 1993
SIZE: AS OF OCTOBER 31, 1998,
MORE THAN $638 MILLION
MANAGER: BRADFORD LEWIS,
SINCE INCEPTION; MANAGER,
FIDELITY STOCK SELECTOR, SINCE
1990; FIDELITY DISCIPLINED
EQUITY, SINCE 1988; JOINED
FIDELITY IN 1985
(CHECKMARK)

INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

CKE Restaurants, Inc. 2.1 0.5

Ross Stores, Inc. 1.8 2.1

CMAC Investments Corp. 1.6 0.8

Valassis Communications, Inc. 1.4 0.3

WestPoint Stevens, Inc. Class A 1.3 1.1

Family Dollar Stores, Inc. 1.1 0.8

Mohawk Industries, Inc. 1.1 0.8

Ethan Allen Interiors, Inc. 1.1 1.1

Primark Corp. 1.0 0.0

City National Corp. 1.0 0.8

<TABLE>
<CAPTION>
<S> <C> <C>
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

FINANCE 13.9 11.7

TECHNOLOGY 13.3 10.5

MEDIA & LEISURE 9.1 3.0

RETAIL & WHOLESALE 8.0 8.7

CONSTRUCTION & REAL ESTATE 8.0 9.9

ASSET ALLOCATION (% OF FUND'S INVESTMENT)

</TABLE>

AS OF OCTOBER 31, 1998 * AS OF APRIL 30, 1998 **
ROW: 1, COL: 1, VALUE: 95.90000000000001
ROW: 1, COL: 2, VALUE: 4.1
ROW: 1, COL: 1, VALUE: 98.7
ROW: 1, COL: 2, VALUE: 1.3
STOCKS AND CLOSED-
END INVESTMENT
COMPANIES 95.9%
SHORT-TERM
INVESTMENTS 4.1%
*FOREIGN
INVESTMENTS 3.1%
STOCKS, CLOSED-END
INVESTMENT COMPANIES
AND EQUITY
FUTURES 98.7%
SHORT-TERM
INVESTMENTS 1.3%
**FOREIGN
INVESTMENTS 2.9%

INVESTMENTS OCTOBER 31, 1998 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 91.9%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.7%

AEROSPACE & DEFENSE - 0.6%

Advanced Aerodynamics & Structures, Inc. Class A (a) 50,000 $ 137,500

Alliant Techsystems, Inc. (a) 20,000 1,400,000

Aviall, Inc. (a) 87,000 940,688

BE Aerospace, Inc. (a) 65,000 1,397,500

Transtechnology Corp. 6,500 136,906

4,012,594

DEFENSE ELECTRONICS - 0.1%

Ducommun, Inc. (a) 34,500 552,000

TOTAL AEROSPACE & DEFENSE 4,564,594

BASIC INDUSTRIES - 2.2%

CHEMICALS & PLASTICS - 1.5%

First Years, Inc. (The) 31,000 488,250

Minerals Technologies, Inc. 94,000 4,282,875

Myers Industries, Inc. 20,000 480,000

Scotts Co. Class A (a) 79,000 2,636,625

Spartech Corp. 47,000 846,000

Tredegar Industries, Inc. 39,450 890,091

9,623,841

IRON & STEEL - 0.3%

SPS Technologies, Inc. (a) 36,000 1,782,000

METALS & MINING - 0.4%

AFC Cable Systems, Inc. (a) 12,500 307,813

Superior Telecom, Inc. 60,000 2,580,000

2,887,813

TOTAL BASIC INDUSTRIES 14,293,654

CONSTRUCTION & REAL ESTATE - 7.9%

BUILDING MATERIALS - 2.4%

Carlisle Companies, Inc. 47,000 1,815,375

Centex Construction Products, Inc. 61,100 2,054,488

Elcor Corp. 45,000 1,305,000

Giant Cement Holding, Inc. (a) 18,000 375,750

Lone Star Industries, Inc. 72,000 5,071,500

Southdown, Inc. 82,000 4,463,875

15,085,988

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

CONSTRUCTION & REAL ESTATE - CONTINUED

CONSTRUCTION - 3.0%

American Homestar Corp. (a) 25,000 $ 409,375

Centex Corp. 160,000 5,360,000

Crossman Communities, Inc. (a) 34,500 784,875

Dominion Homes, Inc. (a) 20,000 185,000

Granite Construction, Inc. 63,500 2,115,344

Jacobs Engineering Group, Inc. (a) 58,000 1,892,250

M.D.C. Holdings, Inc. 96,600 1,696,538

M/I Schottenstein Homes, Inc. 35,000 730,625

Modtech, Inc. (a) 35,000 590,625

Monaco Coach Corp. (a) 18,000 546,750

Ryland Group, Inc. 92,000 2,288,500

Standard Pacific Corp. 112,000 1,085,000

Webb (Del E.) Corp. 62,000 1,457,000

19,141,882

ENGINEERING - 1.2%

Group Maintenance America Corp. 77,000 996,188

Primark Corp. (a) 248,000 6,696,000

7,692,188

REAL ESTATE - 0.2%

Trammell Crow Co. 55,000 1,189,375

REAL ESTATE INVESTMENT TRUSTS - 1.1%

CBL & Associates Properties, Inc. 120,000 3,127,500

Kimco Realty Corp. 45,000 1,791,563

Manufactured Home Communities, Inc. 55,000 1,371,563

MGI Properties, Inc. 25,000 731,250

7,021,876

TOTAL CONSTRUCTION & REAL ESTATE 50,131,309

DURABLES - 7.8%

AUTOS, TIRES, & ACCESSORIES - 0.8%

Arvin Industries, Inc. 58,000 2,298,250

Autocam Corp. 7,717 100,321

Copart, Inc. (a) 20,000 440,000

Navistar International Corp. (a) 95,000 1,983,125

4,821,696

CONSUMER DURABLES - 0.5%

Department 56, Inc. (a) 109,000 3,399,438

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

DURABLES - CONTINUED

CONSUMER ELECTRONICS - 0.2%

Fossil, Inc. (a) 68,000 $ 1,245,250

HOME FURNISHINGS - 2.6%

Ethan Allen Interiors, Inc. 200,000 6,875,000

Furniture Brands International, Inc. (a) 249,000 5,353,500

Knoll, Inc. (a) 100,000 2,700,000

La-Z-Boy, Inc. 60,000 1,102,500

Stanley Furniture Co., Inc. (a) 22,000 412,500

Winsloew Furniture, Inc. (a) 22,000 464,750

16,908,250

TEXTILES & APPAREL - 3.7%

Mohawk Industries, Inc. (a) 232,500 7,018,594

Pacific Sunwear of California, Inc. (a) 250,500 5,417,063

Pillowtex Corp. 17,754 577,005

Stride Rite Corp. 250,000 2,281,250

WestPoint Stevens, Inc. Class A (a) 288,000 8,190,000

23,483,912

TOTAL DURABLES 49,858,546

ENERGY - 0.5%

ENERGY SERVICES - 0.3%

Oceaneering International, Inc. (a) 135,000 1,940,625

OIL & GAS - 0.2%

Gulf Island Fabrication, Inc. (a) 90,000 1,293,750

TOTAL ENERGY 3,234,375

FINANCE - 13.9%

BANKS - 2.4%

BancorpSouth, Inc. 36,000 715,500

Banknorth Group, Inc. 27,000 860,625

Brenton Banks, Inc. 5,500 93,500

City National Corp. 189,500 6,478,531

Cullen Frost Bankers, Inc. 28,000 1,491,000

Greater Bay Bancorp 12,000 384,000

M&T Bank Corp. 8,679 4,326,482

Republic Bancorp, Inc. 37,000 610,500

14,960,138

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE - 1.7%

AmeriCredit Corp. (a) 481,800 $ 6,444,075

Financial Federal Corp. (a) 45,000 1,049,063

IMC Mortgage Co. (a) 160,000 320,000

Resource Bancshares Mortgage Group, Inc. 90,000 1,327,500

T&W Financial Corp. (a) 11,000 129,250

Triad Guaranty, Inc. (a) 63,000 1,338,750

10,608,638

INSURANCE - 7.8%

Acceptance Insurance Co., Inc. (a) 29,000 569,125

Alfa Corp. 15,000 314,531

American Heritage Life Investment Corp. 28,000 582,750

Amerin Corp. (a) 120,000 2,565,000

Annuity & Life Re Holdings Ltd. 800 18,700

ARM Financial Group, Inc. Class A 64,000 1,228,000

Capital Re Corp. 106,000 1,941,125

Chartwell Re Corp. 33,000 820,875

CMAC Investments Corp. 237,600 9,949,500

Commerce Group, Inc. 16,000 554,000

Delphi Financial Group, Inc. Class A 54,308 2,532,110

Fidelity National Financial, Inc. 197,000 6,057,750

First American Financial Corp. 187,500 5,871,094

FPIC Insurance Group, Inc. (a) 7,000 203,875

Fremont General Corp. 54,000 2,666,250

Gallagher (Arthur J.) & Co. 43,000 1,822,125

Harleysville Group, Inc. 27,000 577,125

Healthcare Recoveries, Inc. (a) 34,000 344,250

Horace Mann Educators Corp. 78,000 2,232,750

LandAmerica Financial Group, Inc. 26,000 1,350,375

Life RE Corp. 28,000 2,612,750

Medical Assurance, Inc. (a) 17,850 481,950

Mutual Risk Management Ltd. 36,000 1,217,250

Reinsurance Group of America, Inc. 34,000 1,874,250

RLI Corp. 27,500 900,625

Unico American Corp. 35,000 450,625

49,738,760

SAVINGS & LOANS - 1.7%

Andover Bancorp, Inc. 20,000 625,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

SAVINGS & LOANS - CONTINUED

California Federal Savings Bank of Los Angeles:

contingent litigation recovery participation interest rights 24,640 $ 397,320
7/28/98 (a)

secondary contingent litigation recovery participation 38,540 684,085
interest rights 1/1/15 (a)

D & N Financial Corp. 12,000 231,000

FirstFed Financial Corp. (a) 74,000 1,211,750

Flushing Financial Corp. 30,000 459,375

Golden State Bancorp, Inc. 229,565 4,404,778

Golden State Bancorp, Inc. warrants 1/1/01 (a) 229,565 1,119,129

SIS Bancorp., Inc. 12,000 477,000

Webster Financial Corp. 52,000 1,283,750

10,893,187

SECURITIES INDUSTRY - 0.3%

Eaton Vance Corp. 40,000 895,000

Everen Capital Corp. 40,000 815,000

MIPS Technologies, Inc. (a) 1,000 23,125

Southwest Securities Group, Inc. 24,700 456,950

2,190,075

TOTAL FINANCE 88,390,798

HEALTH - 5.9%

DRUGS & PHARMACEUTICALS - 1.9%

Alpharma, Inc. Class A 89,833 2,487,251

Curative Health Services, Inc. (a) 70,000 1,907,500

Diagnostic Products Corp. 37,000 834,813

Medicis Pharmaceutical Corp. Class A (a) 25,000 1,253,125

Twinlab Corp. (a) 250,000 5,546,875

12,029,564

MEDICAL EQUIPMENT & SUPPLIES - 2.0%

Bindley Western Industries, Inc. 52,000 1,885,000

EMPI, Inc. (a) 31,800 608,175

Maxxim Medical, Inc. (a) 70,000 1,767,500

Ocular Sciences, Inc. (a) 56,000 1,407,000

OEC Medical Systems, Inc. 29,000 725,000

Resmed, Inc. (a) 10,000 510,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES - CONTINUED

VISX, Inc. (a) 125,800 $ 6,305,725

Young Innovations, Inc. 400 5,475

13,213,875

MEDICAL FACILITIES MANAGEMENT - 2.0%

Hanger Orthopedic Group, Inc. (a) 56,000 1,106,000

Hooper Holmes, Inc. 59,000 1,404,938

Integrated Health Services, Inc. 198,000 3,205,125

Pediatrix Medical Group (a) 99,000 4,615,875

Physician Reliance Network, Inc. (a) 207,500 2,308,438

12,640,376

TOTAL HEALTH 37,883,815

INDUSTRIAL MACHINERY & EQUIPMENT - 5.2%

ELECTRICAL EQUIPMENT - 0.6%

C&D Technologies, Inc. 70,000 1,706,250

Holophane Corp. (a) 9,200 196,075

Juno Lighting, Inc. 25,000 593,750

L 3 Communications Holdings, Inc. (a) 400 17,200

RayoVac Corp. (a) 36,000 731,250

Thomas Industries, Inc. 23,000 416,875

3,661,400

INDUSTRIAL MACHINERY & EQUIPMENT - 3.7%

Applied Power, Inc. Class A 86,000 2,370,375

Briggs & Stratton Corp. 111,000 5,217,000

Brown & Sharpe Manufacturing Co. Class A (a) 67,000 527,625

Commercial Intertech Corp. 135,000 2,404,688

ESCO Electronics Corp. (trust receipt) (a) 47,000 587,500

Gardner Denver Machinery, Inc. (a) 60,000 862,500

Greenbrier Companies, Inc. 18,000 283,500

JLG Industries, Inc. 244,000 4,041,250

Manitowoc Co., Inc. 91,000 3,185,000

Mettler-Toledo International, Inc. 124,000 2,712,500

Varlen Corp. 49,000 1,463,875

23,655,813

POLLUTION CONTROL - 0.9%

Allied Waste Industries, Inc. (a) 75,900 1,641,338

Dames & Moore Group 33,000 396,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED

POLLUTION CONTROL - CONTINUED

Insituform Technologies, Inc. Class A (a) 46,000 $ 554,875

Ogden Corp. 122,000 3,278,750

5,870,963

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 33,188,176

MEDIA & LEISURE - 9.1%

BROADCASTING - 0.3%

Cox Radio, Inc. Class A (a) 45,000 1,684,688

ENTERTAINMENT - 0.1%

Harveys Casino Resorts 12,000 305,250

LEISURE DURABLES & TOYS - 2.3%

Champion Enterprises, Inc. (a) 248,000 4,929,000

Coachmen Industries, Inc. 116,000 2,682,500

National R.V. Holdings, Inc. (a) 113,000 2,556,625

Steinway Musical Instruments, Inc. (a) 39,000 860,438

T-HQ, Inc. (a) 166,500 3,590,156

14,618,719

PUBLISHING - 2.3%

Hollinger International, Inc. Class A 410,000 5,330,000

Houghton Mifflin Co. 96,000 3,744,000

World Color Press, Inc. (a) 194,000 5,892,750

14,966,750

RESTAURANTS - 4.1%

CEC Entertainment, Inc. (a) 134,000 3,785,500

CKE Restaurants, Inc. 518,200 13,635,117

Foodmaker, Inc. (a) 297,000 4,696,313

Morrison Health Care, Inc. 28,000 484,750

Ruby Tuesday, Inc. 86,000 1,451,250

Ryan's Family Steak Houses, Inc. (a) 158,000 1,698,500

Taco Cabana, Inc. (a) 75,500 476,594

26,228,024

TOTAL MEDIA & LEISURE 57,803,431

NONDURABLES - 4.0%

AGRICULTURE - 0.2%

Michael Foods, Inc. 62,000 1,488,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

NONDURABLES - CONTINUED

BEVERAGES - 1.1%

Canandaigua Brands, Inc. Class A (a) 91,000 $ 4,561,375

Coors (Adolph) Co. Class B 53,000 2,650,000

7,211,375

FOODS - 1.6%

Earthgrains Co. 172,000 5,160,000

Horizon Organic Holding Corp. (a) 6,500 82,063

J & J Snack Food Corp. (a) 14,000 315,000

Pilgrims Pride Corp. 43,900 1,012,444

Ralcorp Holdings, Inc. (a) 202,000 3,560,250

10,129,757

HOUSEHOLD PRODUCTS - 0.2%

Racing Champions Corp. (a) 95,000 1,235,000

TOBACCO - 0.9%

Universal Corp. 152,000 5,643,000

TOTAL NONDURABLES 25,707,132

PRECIOUS METALS - 0.4%

Stillwater Mining Co. (a) 80,000 2,590,000

RETAIL & WHOLESALE - 8.0%

APPAREL STORES - 4.2%

American Eagle Outfitters, Inc. (a) 58,000 2,349,000

Buckle, Inc. (The) (a) 60,000 1,087,500

Cato Corp. Class A 71,000 945,188

Chicos Fas, Inc. (a) 25,000 393,750

Dress Barn, Inc. (a) 60,000 847,500

Footstar, Inc. (a) 156,500 4,088,563

Kenneth Cole Productions, Inc. Class A (a) 50,000 843,750

Ross Stores, Inc. 358,000 11,635,000

Shoe Carnival, Inc. (a) 35,000 323,750

Wet Seal, Inc. Class A (a) 210,000 4,436,250

26,950,251

GENERAL MERCHANDISE STORES - 2.4%

99 Cents Only Stores (a) 26,000 1,202,500

Ames Department Stores, Inc. (a) 104,000 1,911,000

Family Dollar Stores, Inc. 405,000 7,340,625

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED

GENERAL MERCHANDISE STORES - CONTINUED

Freds, Inc. Class A 41,500 $ 542,094

Shopko Stores, Inc. (a) 134,000 4,195,875

15,192,094

RETAIL & WHOLESALE, MISCELLANEOUS - 1.4%

Best Buy Co., Inc. (a) 74,000 3,552,000

Funco, Inc. (a) 19,000 280,250

Musicland Stores Corp. (a) 210,000 2,769,375

Zale Corp. (a) 100,000 2,368,750

8,970,375

TOTAL RETAIL & WHOLESALE 51,112,720

SERVICES - 6.5%

ADVERTISING - 0.4%

ADVO, Inc. (a) 85,000 2,162,188

Young & Rubicam, Inc. (a) 1,000 26,125

2,188,313

LEASING & RENTAL - 1.3%

Budget Group, Inc. Class A (a) 60,000 1,076,250

Central Parking Corp. 48,000 2,013,000

Cort Business Services Corp. (a) 60,000 1,177,500

Leasing Solutions, Inc. (a) 71,000 723,313

Rent-Way, Inc. (a) 84,000 1,984,500

Rental Service Corp. (a) 12,000 267,000

Renters Choice, Inc. (a) 52,000 1,290,250

8,531,813

PRINTING - 2.6%

Big Flower Holdings, Inc. (a) 109,000 2,125,500

Consolidated Graphics, Inc. (a) 39,000 1,850,063

Merrill Corp. 20,000 335,000

Schawk, Inc. Class A 9,000 124,313

United Stationers, Inc. (a) 112,000 2,968,000

Valassis Communications, Inc. (a) 229,000 9,131,375

16,534,251

SERVICES - 2.2%

AmeriPath, Inc. 125,000 1,625,000

Armor Holdings, Inc. (a) 34,000 354,875

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

SERVICES - CONTINUED

Automobile Protection Corp. (a) 140,000 $ 1,207,500

Capital Senior Living Corp. (a) 124,000 1,457,000

Charles River Associates, Inc. (a) 200 5,000

Day Runner, Inc. (a) 40,000 800,000

FYI, Inc. (a) 12,000 345,000

Interim Services, Inc. (a) 271,000 5,758,750

Professional Detailing, Inc. 200 4,675

Regis Corp. 50,000 1,534,375

Unifirst Corp. 24,000 667,500

Westaff, Inc. (a) 49,500 426,938

14,186,613

TOTAL SERVICES 41,440,990

TECHNOLOGY - 13.3%

COMMUNICATIONS EQUIPMENT - 2.0%

Brooktrout Technology, Inc. (a) 175,000 2,570,313

Carrier Access Corp. (a) 300 5,775

Com21, Inc. (a) 400 6,000

Comdial Corp. (a) 38,000 299,250

Dycom Industries, Inc. (a) 60,000 2,103,750

InterVoice, Inc. (a) 39,500 1,125,750

ITI Technologies, Inc. (a) 25,000 721,875

Teltrend, Inc. (a) 34,000 442,000

Xircom, Inc. (a) 180,000 5,310,000

12,584,713

COMPUTER SERVICES & SOFTWARE - 7.9%

American Management Systems, Inc. (a) 150,000 4,603,125

Ansys, Inc. (a) 30,000 215,625

Atlantic Data Services, Inc. (a) 1,600 33,400

AVT Corp. (a) 98,000 2,143,750

Axent Technolgies, Inc. (a) 85,000 2,135,625

Barra, Inc. (a) 37,500 989,063

BindView Development Corp. (a) 2,400 43,200

Boole & Babbage, Inc. 55,000 1,464,375

broadcast.com, Inc. (a) 100 4,988

Ciber, Inc. (a) 200,000 3,925,000

Computer Task Group, Inc. 182,000 5,573,750

Cotelligent, Inc. (a) 170,000 3,208,750

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE - CONTINUED

Dendrite International, Inc. (a) 54,000 $ 1,113,750

Ebay, Inc. (a) 200 16,625

Exodus Communications, Inc. (a) 300 9,525

FactSet Research Systems, Inc. (a) 18,000 540,000

Fair, Isaac & Co., Inc. 38,000 1,524,750

GeoCities (a) 300 8,831

H.T.E., Inc. (a) 34,000 344,250

Inktomi Corp. (a) 200 16,863

Mapics, Inc. (a) 68,000 1,283,500

Meta Group, Inc. (a) 38,000 912,000

MicroStrategy, Inc. Class A (a) 1,300 31,688

Midway Games, Inc. (a) 150,000 1,471,875

Personnel Group of America, Inc. (a) 250,000 3,875,000

Progress Software Corp. (a) 60,000 1,563,750

Project Software & Development, Inc. (a) 95,000 1,721,875

RealNetworks, Inc. 59,000 1,987,563

SEI Investments Co. 25,000 2,071,875

Software Spectrum, Inc. (a) 34,000 476,000

SPR, Inc. 40,500 729,000

Symix Systems, Inc. (a) 33,000 643,500

Syntel, Inc. (a) 67,000 938,000

Transaction Systems Architects, Inc. Class A (a) 131,000 4,728,281

50,349,152

COMPUTERS & OFFICE EQUIPMENT - 0.6%

Cybex Corp. 13,500 428,625

Kronos, Inc. (a) 17,000 612,000

Merisel, Inc. (a) 151,000 396,375

MICROS Systems, Inc. (a) 65,000 1,434,063

Savoir Technology Group, Inc. (a) 70,000 643,125

3,514,188

ELECTRONIC INSTRUMENTS - 0.3%

Aeroflex, Inc. (a) 155,000 1,743,750

Optical Coating Laboratories, Inc. 26,000 432,250

2,176,000

ELECTRONICS - 2.5%

Applied Micro Circuits Corp. 79,000 1,896,000

CTS Corp. 89,000 2,636,625

Esterline Technologies Corp. (a) 60,000 1,200,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

NeoMagic Corp. (a) 150,000 $ 2,512,500

Triumph Group, Inc. (a) 44,000 1,424,500

World Access, Inc. (a) 300,000 6,412,500

16,082,125

TOTAL TECHNOLOGY 84,706,178

TRANSPORTATION - 3.7%

AIR TRANSPORTATION - 2.5%

Alaska Air Group, Inc. (a) 119,000 4,276,563

America West Holding Corp. Class B (a) 224,000 3,444,000

Atlantic Coast Airlines Holdings, Inc. (a) 38,000 912,000

Mesaba Holdings, Inc. (a) 30,000 547,500

Midwest Express Holdings, Inc. (a) 86,500 2,735,563

SkyWest, Inc. 151,000 3,850,500

15,766,126

RAILROADS - 0.5%

MotivePower Industries, Inc. (a) 105,000 2,670,938

Westinghouse Air Brake Co. 37,000 795,500

3,466,438

TRUCKING & FREIGHT - 0.7%

Carey International, Inc. (a) 35,000 625,625

Landstar System, Inc. (a) 40,000 1,420,000

M.S. Carriers, Inc. (a) 34,000 731,000

Rollins Truck Leasing Corp. 123,000 1,429,875

4,206,500

TOTAL TRANSPORTATION 23,439,064

UTILITIES - 2.8%

CELLULAR - 0.1%

Iridium World Communications Ltd. Class A (a) 5,400 256,500

ELECTRIC UTILITY - 2.1%

Calpine Corp. (a) 76,000 1,691,000

CLECO Corp. 50,000 1,690,625

Rochester Gas & Electric Corp. 170,000 4,951,250

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

SIGCORP, Inc. 30,000 $ 1,029,375

United Illuminating Co. 84,000 4,116,000

13,478,250

GAS - 0.6%

MDU Resources Group, Inc. 66,700 1,771,719

North Carolina Natural Gas 12,000 298,500

Southern Union Co. 20,000 463,750

Southwest Gas Corp. 60,000 1,421,250

3,955,219

TOTAL UTILITIES 17,689,969

TOTAL COMMON STOCKS 586,034,751
(Cost $517,180,487)

CONVERTIBLE PREFERRED STOCKS - 0.1%

CONSTRUCTION & REAL ESTATE - 0.1%

REAL ESTATE INVESTMENT TRUSTS - 0.1%

Kimco Realty Corp. Series D $1.875 16,200 413,100
(Cost $335,936)
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CLOSED-END INVESTMENT COMPANIES - 3.9%

AIM Eastern Europe Fund 29,933 173,986

Austria Fund, Inc. 342,400 3,402,600

Brazil Fund, Inc. 37,000 508,750

Central European Equity Fund, Inc. 50,000 653,125

Chile Fund, Inc. 29,000 271,875

Emerging Germany Fund, Inc. 125,000 1,679,688

Emerging Markets Infrastructure Fund, Inc. 200,000 1,387,500

Emerging Markets Telecommunication Fund, Inc. 40,000 390,000

First Australia Fund, Inc. 33,000 216,563

Growth Fund of Spain, Inc. 95,000 2,095,938

Italy Fund, Inc. (The) 170,000 2,295,000

Mexico Fund, Inc. (The) 45,000 506,250

Morgan Stanley Asia-Pacific Fund, Inc. 65,000 455,000

Morgan Stanley Emerging Markets Fund, Inc. 46,000 365,125

CLOSED-END INVESTMENT COMPANIES - CONTINUED

SHARES VALUE (NOTE 1)

New Germany Fund, Inc. (The) 275,000 $ 4,485,938

Portugal Fund, Inc. 50,000 953,125

Scudder New Asia Fund, Inc. 20,000 177,500

Scudder New Europe Fund, Inc. 28,000 525,000

Singapore Fund, Inc. 19,000 121,125

Southern Africa Fund, Inc. 25,200 258,300

Spain Fund, Inc. 150,000 2,550,000

Taiwan Fund, Inc. 85,000 1,184,688

TOTAL CLOSED-END INVESTMENT COMPANIES 24,657,076
(Cost $25,395,641)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
U.S. TREASURY OBLIGATIONS - 0.2%

PRINCIPAL
AMOUNT

U.S. Treasury Bills, yield at date of purchase $ 1,250,000 1,240,558
3.66 to 3.86% 1/7/99
(Cost $1,241,245)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CASH EQUIVALENTS - 3.9%

Taxable Central Cash Fund (b) 25,279,478 25,279,478
(Cost $25,279,478)

TOTAL INVESTMENT IN SECURITIES - 100% $ 637,624,963
(Cost $569,432,787)

</TABLE>

LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $569,447,149. Net unrealized appreciation
aggregated $68,177,814, of which $106,315,842 related to appreciated
investment securities and $38,138,028 related to depreciated
investment securities.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1998 (UNAUDITED)

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $569,432,787) - $ 637,624,963
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 168,669

RECEIVABLE FOR FUND SHARES SOLD 2,790,796

DIVIDENDS RECEIVABLE 179,472

INTEREST RECEIVABLE 212,343

REDEMPTION FEES RECEIVABLE 618

OTHER RECEIVABLES 256,933

TOTAL ASSETS 641,233,794

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 1,603,619

PAYABLE FOR FUND SHARES REDEEMED 790,963

ACCRUED MANAGEMENT FEE 200,901

OTHER PAYABLES AND ACCRUED EXPENSES 205,417

TOTAL LIABILITIES 2,800,900

NET ASSETS $ 638,432,894

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 661,470,030

UNDISTRIBUTED NET INVESTMENT INCOME 2,704,517

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON (93,933,829)
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 68,192,176

NET ASSETS, FOR 50,645,656 SHARES OUTSTANDING $ 638,432,894

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $12.61
PER SHARE ($638,432,894 (DIVIDED BY) 50,645,656 SHARES)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED)

INVESTMENT INCOME $ 3,186,278
DIVIDENDS

INTEREST 2,727,605

TOTAL INCOME 5,913,883

EXPENSES

MANAGEMENT FEE $ 2,390,555
BASIC FEE

PERFORMANCE ADJUSTMENT (306,311)

TRANSFER AGENT FEES 1,058,561

ACCOUNTING FEES AND EXPENSES 188,456

NON-INTERESTED TRUSTEES' COMPENSATION 1,483

CUSTODIAN FEES AND EXPENSES 17,570

REGISTRATION FEES 44,866

AUDIT 20,640

LEGAL 3,575

MISCELLANEOUS 1,909

TOTAL EXPENSES BEFORE REDUCTIONS 3,421,304

EXPENSE REDUCTIONS (69,983) 3,351,321

NET INVESTMENT INCOME 2,562,562

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

INVESTMENT SECURITIES (73,395,232)

FOREIGN CURRENCY TRANSACTIONS 147

FUTURES CONTRACTS (19,527,547) (92,922,632)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES (152,757,577)

FUTURES CONTRACTS (882,943) (153,640,520)

NET GAIN (LOSS) (246,563,152)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ (244,000,590)
FROM OPERATIONS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1998 APRIL 30,
(UNAUDITED) 1998

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 2,562,562 $ 4,550,040
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) (92,922,632) 86,477,045

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) (153,640,520) 167,147,569

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (244,000,590) 258,174,654
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (1,508,297) (5,800,797)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (31,207,161) (53,690,763)

TOTAL DISTRIBUTIONS (32,715,458) (59,491,560)

SHARE TRANSACTIONS 161,852,361 606,422,745
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 32,480,280 59,048,723

COST OF SHARES REDEEMED (197,955,678) (397,131,032)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (3,623,037) 268,340,436
FROM SHARE TRANSACTIONS

REDEMPTION FEES 199,982 882,960

TOTAL INCREASE (DECREASE) IN NET ASSETS (280,139,103) 467,906,490

NET ASSETS

BEGINNING OF PERIOD 918,571,997 450,665,507

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 638,432,894 $ 918,571,997
INCOME OF $2,704,517 AND $2,114,416, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 11,341,535 37,016,611

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 1,980,508 3,782,147

REDEEMED (13,399,468) (24,590,359)

NET INCREASE (DECREASE) (77,425) 16,208,399

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS
SIX MONTHS ENDED YEARS ENDED APRIL 30,
OCTOBER 31, 1998

(UNAUDITED) 1998 1997 1996 1995 1994 E
SELECTED PER-SHARE DATA

NET ASSET VALUE, $ 18.11 $ 13.06 $ 13.89 $ 10.93 $ 10.61 $ 10.00
BEGINNING OF PERIOD

INCOME FROM
INVESTMENT OPERATIONS

NET INVESTMENT INCOME .05 D .10 D .06 D .07 .05 .02

NET REALIZED AND (4.90) 6.20 (.39) 3.74 .28 .65
UNREALIZED GAIN (LOSS)

TOTAL FROM INVESTMENT (4.85) 6.30 (.33) 3.81 .33 .67
OPERATIONS

LESS DISTRIBUTIONS

FROM NET (.03) (.13) (.01) (.08) (.01) -
INVESTMENT INCOME

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

FROM NET REALIZED GAIN (.62) (1.14) (.51) (.77) - -

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

TOTAL DISTRIBUTIONS (.65) (1.27) (.52) (.85) (.01) (.06)

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

NET ASSET VALUE, END $ 12.61 $ 18.11 $ 13.06 $ 13.89 $ 10.93 $ 10.61
OF PERIOD

TOTAL RETURN B, C (27.61)% 50.21% (2.38)% 35.72% 3.12% 6.70%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 638,433 $ 918,572 $ 450,666 $ 554,573 $ 562,736 $ 661,804
(000 OMITTED)

RATIO OF EXPENSES TO .90% A 1.01% .95% 1.01% .97% 1.20% A
AVERAGE NET ASSETS

RATIO OF EXPENSES TO .88% A, F .97% F .90% F .99% F .90% F 1.18% A, F
AVERAGE NET ASSETS AFTER
EXPENSE REDUCTIONS

RATIO OF NET INVESTMENT .68% A .63% .41% .39% .40% .03% A
INCOME TO AVERAGE
NET ASSETS

PORTFOLIO TURNOVER RATE 98% A 88% 176% 192% 182% 210% A

</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).

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Small Cap Selector (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, 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 the fair market value
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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, partnerships,
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 short-term trading 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.
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., 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.
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 $354,263,735 and $325,973,239, respectively.
The market value of futures contracts opened and closed during the
period amounted to $322,694,483 and $396,518,493, 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
than the contractual rates in effect during the period, FMR
voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The basic fee is subject to a performance
adjustment (up to a maximum of (plus/minus).20% of the fund's average
net assets over the performance period) based on the fund's investment
performance as compared to the appropriate index over a specified
period of time. For the period, the management fee was equivalent to
an annualized rate of .55% of average net assets after the performance
adjustment.
SALES LOAD. Effective September 30, 1998, the fund eliminated its 3%
sales charge. For the period, Fidelity Distributors Corporation, an
affiliate of FMR and the general distributor of the fund, received
sales charges of $203,175 on sales of shares of the fund of which $73
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 annualized rate of .28% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $32,942 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 $49,404 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 $3,254 and $17,325, respectively, under these arrangements.

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

SCS-SANN-1298 66956
1.538515.101

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
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FIDELITY
SMALL CAP STOCK
FUND

SEMIANNUAL REPORT
OCTOBER 31, 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 20 Statements of assets and liabilities,
operations, and changes in net assets,
as well as financial highlights.

NOTES 24 Notes to the financial statements.

PRESIDENT'S MESSAGE

PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance.
You can look at the total percentage change in value, the average
annual percentage change or the growth of a hypothetical $10,000
investment. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). If Fidelity had not reimbursed certain fund
expenses, the life of fund total returns would have been lower.

CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 6 LIFE OF
MONTHS FUND

FIDELITY SMALL CAP STOCK -26.73% -22.70%

FIDELITY SMALL CAP STOCK (INCL. 3.00% TRADING FEE) -28.93% -25.02%

Russell 2000 (registered trademark) -21.20% -18.53%

Small Cap Funds Average -22.55% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, or 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. To measure how the fund's performance
stacked up against its peers, you can compare it to the small cap
funds average, which reflects the performance of mutual funds with
similar objectives tracked by Lipper Analytical Services, Inc. The
past six months average represents a peer group of 657 mutual funds.
These benchmarks include reinvested dividends and capital gains, if
any, and exclude the effect of sales charges.

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.

$10,000 OVER LIFE OF FUND
Small Cap Stock Russell 2000
00340 RS002
1998/03/12 10000.00 10000.00
1998/03/31 10620.00 10282.00
1998/04/30 10550.00 10338.90
1998/05/31 10030.00 9782.07
1998/06/30 9970.00 9802.65
1998/07/31 9170.00 9009.09
1998/08/31 7040.00 7259.71
1998/09/30 7330.00 7827.84
1998/10/30 7498.00 8147.08
IMATRL PRASUN SHR__CHT 19981031 19981120 154558 R00000000000011

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Small Cap Stock Fund on March 12, 1998, when the
fund started and the current 3.00% trading fee was paid. As the chart
shows, by October 31, 1998, the value of the investment would have
been $7,498 - a 25.02% decrease on the initial investment. For
comparison, look at how the Russell 2000 Index did over the same
period. With dividends and capital gains, if any, reinvested, the same
$10,000 would have been $8,147 - a 18.53% decrease.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
Thanks to two interest-rate cuts by
the Federal Reserve Board, a brighter
corporate earnings outlook and
new measures to control plummeting
economies worldwide, the U.S. stock
market rebounded strongly in the
final month of the six-month period
ending October 31, 1998. For the
period, the Standard & Poor's 500
Index - a market-capitalization
weighted index of 500 widely held
U.S. stocks - returned -0.41%,
a marked improvement over the
- -6.97% return for the six-month
period ending September 30, 1998.
As investors are well aware,
extreme volatility was the rule rather
than the exception for the past six
months. Despite the Asian economic
difficulties that plagued the rest of
the world, the U.S. market posted a
strong second quarter, culminating
in a record-high Dow Jones
Industrial Average - an index of 30
blue-chip stocks - of 9337.97
points on July 17. Just six weeks
later, however, evidence that the
bull market may have made its last
charge was reinforced on August 31,
when the Dow plunged 512.61
points - erasing all previous gains
for the year. Anxious to stave off the
effects of a bear market - as well as
the impact of turbulent international
and emerging markets - the Fed
dropped the fed funds rate by 0.25%
on September 29, then, in a surprise
move, slashed rates another
quarter-point on October 15,
sparking the Dow to a 9.73%
return for the month of October.
An interview with Paul Antico, Portfolio Manager of Fidelity Small Cap
Stock Fund
Q. HOW DID THE FUND PERFORM, PAUL?
A. For the six months that ended October 31, 1998, the fund returned
- -26.73%. The small cap funds average returned -22.55% during the same
period, according to Lipper Analytical Services, and the Russell 2000
returned -21.20%. From its inception on March 12, 1998 through October
31, 1998, the fund returned -22.70%, while the Russell 2000 returned
- -18.53%.
Q. WHAT'S THE MARKET ENVIRONMENT BEEN LIKE DURING THE PAST SIX MONTHS?
A. Obviously, the market experienced great volatility and its most
severe decline in the past several years. The performance of small-cap
stocks was even worse than the broad-based market, with the Russell
2000 index of small-cap companies declining substantially more than
either the Standard & Poor's 500 Index or the Dow Jones Industrial
Average. In fact, many small companies experienced declines of 50% or
more. From my perspective, not all of the poor performers suffered
from weak fundamental business conditions. This led to some tremendous
buying opportunities for the fund, given the ability of our research
team to categorize the decliners by whether or not their fundamentals
justified the drop in their stock prices.
Q. WHY DID THE FUND UNDERPERFORM ITS PEER GROUP DURING THE PERIOD?
A. The fund held a number of companies whose stock prices experienced
severe one- or two-day declines. The market viciously punished
companies that disappointed expectations, particularly small-caps,
whether or not the reasons were legitimate. In certain cases, I
underestimated the severity of the market's reaction to "minor
missteps" by certain companies. I subsequently reduced the number of
securities held in the fund to improve manageability and more closely
scrutinize holdings, and to weed out any companies expected to
experience similar "missteps" in the future. On the flip side, the
fund did take advantage of the significant declines in the prices of
small-cap stocks - if long-term fundamentals remained promising - to
add to positions. This practice showed some positive effects in
October.
Q. WHICH HOLDINGS HELPED PERFORMANCE?
A. One of the best performers in the fund also happened to be its No.
1 holding for much of the period, Gemstar International. The license
holder of the "VCR+" standard and on-screen interactive TV programming
guides continued to demonstrate the importance of its technology to
service providers and consumers around the globe. It also successfully
defended itself from a hostile takeover effort by a subsidiary of
cable-TV giant Tele-Communications, Inc. In addition, the fund
benefited from RealNetworks, the leader in audio and video technology
for the Internet, which expanded its reach, introduced a more advanced
version of its core product and continued to hold a dominant market
share. National Record Mart and Transworld Entertainment Corp. both
benefited from the strong rebound in the music retailing industry and
were sold from the portfolio at a profit.
Q. WHICH HOLDINGS HURT PERFORMANCE?
A. Two holdings were particularly detrimental to performance. Sirrom
Capital, a specialty finance company, experienced a decline in its
stock price of over 75%, as its portfolio began to experience a
greater rate of "problem" assets and a decrease in the value of its
warrant portfolio in a weak IPO market. Another disappointment was ESC
Medical, a maker of laser products used primarily for cosmetic
treatments. A sudden slowdown in the growth of its core products,
combined with integration problems from a major acquisition, brought
the stock down by about 75%. At the time, I deemed the complete sale
of both of these securities to be the most prudent option, given the
individual circumstances surrounding each company. Cyberonics, another
disappointment, is an example of the type of stock that declined due
to short-term disruptions, despite excellent fundamental valuations.
This company produces a device that reduces the severity of epileptic
seizures. I took the opportunity to buy more shares, and the price did
recover somewhat in October.
Q. WHAT'S YOUR OUTLOOK?
A. My outlook is positive, albeit cautious. Having demonstrated in
October some success in sorting out the winners from the losers in a
volatile environment, the fund's positioning in its top holdings is
somewhat more aggressive, while the number of securities held
continues to be kept lower than during the prior period. Despite a
sharp rebound in the overall market, and even more so in the small-cap
arena, the fund continues to find significantly more opportunities in
the "wreckage" of the market's prior decline, as well as in the
winners. Individual stock selection has become much more important in
this environment.
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 HIS
INVESTMENT STYLE AND
STRATEGY IN A VOLATILE MARKET
ENVIRONMENT:
"With the market so reactive to
short-term events and my focus on
managing the fund for long-term
growth, the current environment
has forced me to be much more
cautious and pay greater attention
to short-term factors affecting a
company's stock. I don't try to time
the market overall, but if I believe
the company's short-term prospects
aren't as strong as its long-term
prospects, I may hold off on the
purchase to take advantage of a
possible drop in the stock price.
In this volatile market with plenty
of short-term disruptions, the
decision whether to hold or sell the
fund's positions depends on the
severity of the disruption, the
potential market reaction, the
anticipated long-term growth
potential and the fund's cost to
sell the stock. I also pay attention
to the number of holdings in the
fund, ensuring that it's both
well-diversified and manageable.
The bottom line has to be
maintaining a long-term view,
making sure fundamental
valuations are attractive and focusing
on shareholder return."
NOTE TO SHAREHOLDERS: Effective
November 18, 1998, shares of
Fidelity Small Cap Stock Fund will
be available to the fund's
shareholders for additional
purchases into existing accounts.
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: FSLCX
START DATE: March 12, 1998
SIZE: as of October 31, 1998
more than $499 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 CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

Gemstar International Group Ltd. 4.9 1.8

IMAX Corp. 3.6 1.5

TCA Cable TV, Inc. 3.6 0.7

Maxwell Technologies, Inc. 3.1 1.4

Videotron Group Ltd. (sub. vtg.) 2.8 1.4

AgriBioTech, Inc. 2.7 0.0

Party City Corp. 2.4 0.6

Cable Michigan, Inc. 1.7 0.2

Medialink Worldwide, Inc. 1.7 0.7

Inter-Tel, Inc. 1.6 0.9

<TABLE>
<CAPTION>
<S> <C> <C>
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

MEDIA & LEISURE 18.0 12.6

TECHNOLOGY 16.9 15.4

DURABLES 10.0 4.5

RETAIL & WHOLESALE 9.6 5.9

CONSTRUCTION & REAL ESTATE 6.8 7.9

</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)

AS OF OCTOBER 31, 1998 * AS OF APRIL 30, 1998 **
ROW: 1, COL: 1, VALUE: 11.1
ROW: 1, COL: 2, VALUE: 1.8
ROW: 1, COL: 3, VALUE: 87.09999999999999
STOCKS 87.1%
CONVERTIBLE
SECURITIES 1.8%
SHORT-TERM
INVESTMENTS 11.1%
*FOREIGN
INVESTMENTS 20.8%
STOCKS AND
EQUITY FUTURES 95.7%
CONVERTIBLE
SECURITIES 0.4%
SHORT-TERM
INVESTMENTS 3.9%
**FOREIGN
INVESTMENTS 20.4%
ROW: 1, COL: 1, VALUE: 3.9
ROW: 1, COL: 2, VALUE: 1.4
ROW: 1, COL: 3, VALUE: 94.7

INVESTMENTS OCTOBER 31, 1998 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 87.1%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 1.8%

AEROSPACE & DEFENSE - 1.3%

Alliant Techsystems, Inc. (a) 39,900 $ 2,793,000

BE Aerospace, Inc. (a) 70,000 1,505,000

Orbital Sciences Corp. (a) 65,100 2,148,300

6,446,300

DEFENSE ELECTRONICS - 0.2%

Alpha Industries, Inc. (a) 57,500 955,938

SHIP BUILDING & REPAIR - 0.3%

Avondale Industries, Inc. (a) 49,700 1,295,306

Newport News Shipbuilding, Inc. 10,000 263,125

1,558,431

TOTAL AEROSPACE & DEFENSE 8,960,669

BASIC INDUSTRIES - 1.8%

CHEMICALS & PLASTICS - 1.0%

Crompton & Knowles Corp. 54,800 880,225

MacDermid, Inc. 105,300 3,856,613

4,736,838

METALS & MINING - 0.5%

AFC Cable Systems, Inc. (a) 50,300 1,238,638

General Cable Corp. 60,000 1,185,000

2,423,638

PAPER & FOREST PRODUCTS - 0.3%

Mercer International, Inc. (SBI) 271,200 1,610,250

TOTAL BASIC INDUSTRIES 8,770,726

CONSTRUCTION & REAL ESTATE - 6.8%

BUILDING MATERIALS - 1.9%

Giant Cement Holding, Inc. (a) 56,700 1,183,613

Lone Star Industries, Inc. 30,100 2,120,169

Ruberoid PLC 250,000 334,900

Southdown, Inc. 41,540 2,261,334

St. Lawrence Cement, Inc. Class A 334,400 3,478,592

9,378,608

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

CONSTRUCTION & REAL ESTATE - CONTINUED

CONSTRUCTION - 0.6%

Geotop Corp. 200,000 $ 842,015

Wimpey George PLC 1,000,000 1,892,185

2,734,200

REAL ESTATE - 1.4%

Boardwalk Equities, Inc. (a) 672,700 7,106,754

REAL ESTATE INVESTMENT TRUSTS - 2.9%

Alexandria Real Estate Equities, Inc. 73,900 1,972,206

Amresco Capital Trust, Inc. 123,500 1,003,438

Arden Realty Group, Inc. 45,000 973,125

Bedford Property Investors, Inc. 21,700 387,888

Home Properties of N.Y., Inc. 68,100 1,830,188

Innkeepers USA Trust 152,700 1,756,050

Ocwen Asset Investment Corp. 299,800 1,199,200

Omega Healthcare Investors, Inc. 70,000 2,170,000

Redwood Trust, Inc. 216,900 2,982,375

14,274,470

TOTAL CONSTRUCTION & REAL ESTATE 33,494,032

DURABLES - 10.0%

AUTOS, TIRES, & ACCESSORIES - 1.4%

Breed Technologies, Inc. 157,000 1,324,688

Discount Auto Parts, Inc. (a) 40,900 986,713

Gentex Corp. (a) 90,300 1,326,281

Monro Muffler Brake, Inc. 80,000 560,000

Pep Boys-Manny, Moe & Jack 75,000 1,171,875

Safety Components International, Inc. (a) 97,500 1,365,000

6,734,557

CONSUMER ELECTRONICS - 5.2%

Fossil, Inc. (a) 85,000 1,556,563

Gemstar International Group Ltd. (a) 446,700 24,400,970

25,957,533

HOME FURNISHINGS - 0.2%

Heilig-Meyers Co. 120,200 924,038

TEXTILES & APPAREL - 3.2%

Cutter & Buck, Inc. (a) 196,600 5,111,600

Fruit of the Loom, Inc. Class A (a) 100,000 1,525,000

House of Fraser PLC 587,500 639,450

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

DURABLES - CONTINUED

TEXTILES & APPAREL - CONTINUED

Jeans Mate Corp. 61,200 $ 990,581

Kellwood Co. 23,600 643,100

Stride Rite Corp. 12,400 113,150

Tefron Ltd. (a)(c) 760,600 6,702,788

15,725,669

TOTAL DURABLES 49,341,797

ENERGY - 1.5%

ENERGY SERVICES - 0.9%

Det Sondenfjelds-Norske Dampskibselskab Series A (a) 115,000 1,644,386

Input/Output, Inc. (a) 190,000 1,686,250

KBC Advanced Technologies PLC 415,000 1,320,343

4,650,979

OIL & GAS - 0.6%

Beau Canada Exploration Ltd. 9,000 11,083

Crestar Energy, Inc. (a) 64,200 715,691

Frontier Oil Corp. (a) 380,800 2,189,600

2,916,374

TOTAL ENERGY 7,567,353

FINANCE - 3.0%

BANKS - 0.4%

Hanmi Bank (a) 44,878 605,853

Westamerica Bancorp. 34,200 1,137,150

1,743,003

CREDIT & OTHER FINANCE - 1.9%

Capital Trust Class A (a) 296,100 1,813,613

Federal Agricultural Mortgage Corp. Class C (a) 16,100 611,800

Long Beach Financial Corp. (a) 206,500 1,484,219

Medallion Financial Corp. 269,950 4,791,613

Resource Bancshares Mortgage Group, Inc. 47,000 693,250

9,394,495

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

INSURANCE - 0.7%

Enhance Financial Services Group, Inc. 60,000 $ 1,473,750

Mutual Risk Management Ltd. 60,000 2,028,750

3,502,500

TOTAL FINANCE 14,639,998

HEALTH - 3.0%

DRUGS & PHARMACEUTICALS - 1.8%

Alkermes, Inc. (a) 131,300 2,560,350

Cytyc Corp. (a) 320,900 5,375,075

NBTY, Inc. (a) 99,200 793,600

8,729,025

MEDICAL EQUIPMENT & SUPPLIES - 1.2%

Cyberonics, Inc. (a) 650,100 3,900,600

I-Stat Corp. (a) 149,100 1,146,206

Resmed, Inc. (a) 20,900 1,065,900

6,112,706

TOTAL HEALTH 14,841,731

INDUSTRIAL MACHINERY & EQUIPMENT - 4.0%

ELECTRICAL EQUIPMENT - 3.1%

Avid Technology, Inc. (a) 310,000 8,021,250

Fuso Dentsu Co. Ltd. 245,600 951,528

Pinnacle Systems (a) 147,500 5,015,000

VWR Scientific Products Corp. (a) 65,400 1,590,038

15,577,816

INDUSTRIAL MACHINERY & EQUIPMENT - 0.7%

Badger Daylighting, Inc. (a) 200,800 1,047,663

Case Corp. 19,600 431,200

Fuji Machine Manufacturing Co. Ltd. 45,000 1,328,885

Kaydon Corp. 20,000 702,500

3,510,248

POLLUTION CONTROL - 0.2%

Waste Industries, Inc. (a) 35,000 818,125

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 19,906,189

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - 18.0%

BROADCASTING - 9.7%

Cable Michigan, Inc. (a) 231,200 $ 8,641,100

CD Radio, Inc. (a) 108,500 3,295,688

Moviefone, Inc. Class A (a) 209,800 1,783,300

Scandinavian Broadcasting Corp. (a) 46,300 1,064,900

Scottish Radio Holdings PLC 45,800 350,483

TCA Cable TV, Inc. 640,600 17,736,613

TVA Group, Inc. Class B (a) 125,100 1,086,486

Videotron Group Ltd. (sub. vtg.) 1,100,900 14,092,148

48,050,718

ENTERTAINMENT - 5.6%

Cinar Films, Inc. Class B (sub. vtg.) (a) 33,600 734,980

IMAX Corp. (a) 701,400 17,888,450

King World Productions, Inc. (a) 255,600 6,709,500

Premier Parks, Inc. (a) 56,200 1,246,938

Toolex International NV (a) 116,500 1,085,927

27,665,795

LEISURE DURABLES & TOYS - 0.4%

Coachmen Industries, Inc. 46,400 1,073,000

T-HQ, Inc. (a) 50,000 1,078,125

2,151,125

LODGING & GAMING - 0.6%

Hanover International PLC 750,000 1,029,818

Players International, Inc. (a) 395,600 1,706,025

2,735,843

PUBLISHING - 0.2%

Johnston Press PLC 300,000 969,536

RESTAURANTS - 1.5%

CEC Entertainment, Inc. (a) 70,800 2,000,100

Friendly Ice Cream Corp. 192,500 1,215,156

Morton's Restaurant Group, Inc. (a) 35,800 698,100

New World Coffee & Bagels, Inc. (a)(c) 1,433,800 1,433,800

Papa John's International, Inc. (a) 15,100 573,328

PJ America, Inc. (a) 53,900 956,725

Sizzler International, Inc. (a) 266,600 616,513

7,493,722

TOTAL MEDIA & LEISURE 89,066,739

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

NONDURABLES - 1.9%

FOODS - 1.6%

Corn Products International, Inc. 45,300 $ 1,291,050

Matthews (Bernard) PLC 803,000 1,398,408

PIC International Group PLC 850,000 1,117,310

Raisio Group PLC 280,000 3,784,160

7,590,928

TOBACCO - 0.3%

Consolidated Cigar Holdings, Inc. Class A (a) 140,200 1,612,300

TOTAL NONDURABLES 9,203,228

PRECIOUS METALS - 0.5%

Euro-Nevada Mining Corp. Ltd. 50,000 780,997

Getchell Gold Corp. (a) 95,200 1,666,000

2,446,997

RETAIL & WHOLESALE - 9.1%

APPAREL STORES - 0.8%

AnnTaylor Stores Corp. (a) 54,900 1,592,100

Chicos Fas, Inc. (a) 70,700 1,113,525

Stage Stores, Inc. (a) 100,000 1,325,000

4,030,625

GENERAL MERCHANDISE STORES - 2.9%

David Jones Ltd. 1,727,100 1,754,606

New Look Group PLC (a)(d) 185,700 444,665

Party City Corp. (a)(c) 711,100 12,088,700

14,287,971

GROCERY STORES - 0.3%

Dominicks Supermarkets, Inc. (a) 27,700 1,352,106

Whittard of Chelsea PLC 70,000 128,937

1,481,043

RETAIL & WHOLESALE, MISCELLANEOUS - 5.1%

Action Performance Companies, Inc. (a) 249,500 7,453,813

AgriBioTech, Inc. (a) 946,500 13,546,781

AgriBioTech, Inc. warrants 1/22/99 (a) 60,000 48,750

Barbeques Galore Ltd. sponsored ADR 228,500 949,703

Don Quijote Co. Ltd. 23,900 1,749,032

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED

Forzani Group Ltd. (a) 94,600 $ 183,939

Yamada Denki Co. Ltd. 80,000 1,446,406

25,378,424

TOTAL RETAIL & WHOLESALE 45,178,063

SERVICES - 6.0%

LEASING & RENTAL - 0.9%

Avis Europe PLC 151,400 661,685

Avis Rent A Car, Inc. (a) 183,100 3,730,663

4,392,348

PRINTING - 0.3%

Schawk, Inc. Class A 100,800 1,392,300

SERVICES - 4.8%

Childtime Learning Centers, Inc. (a)(c) 522,800 7,580,600

Diamond Technology Partners, Inc. Class A (a) 73,000 939,875

Forrester Research, Inc. (a) 22,500 725,625

Hagler Bailly, Inc. (a) 28,200 662,700

Harvey Nash Group PLC 550,500 1,705,353

Medialink Worldwide, Inc. (a)(c) 487,300 8,284,100

Ritchie Bros. Auctioneers, Inc. (a) 41,600 1,040,000

Semcon AB 196,600 1,704,362

Source Information Management Co. (a) 229,500 1,305,281

23,947,896

TOTAL SERVICES 29,732,544

TECHNOLOGY - 16.9%

COMMUNICATIONS EQUIPMENT - 3.0%

Centigram Communications Corp. (a) 278,300 1,843,738

Inter-Tel, Inc. 446,700 8,068,519

Intermedia Communications, Inc. (a) 131,100 2,425,350

Natural Microsystems Corp. (a) 10,000 89,688

Plantronics, Inc. (a) 40,300 2,294,581

14,721,876

COMPUTER SERVICES & SOFTWARE - 8.2%

Aspect Development, Inc. (a) 30,000 947,813

Autodesk, Inc. 29,800 929,388

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE - CONTINUED

BEA Systems, Inc. (a) 60,700 $ 1,189,341

Black Box Corp. (a) 25,000 834,375

CheckFree Holdings Corp. (a) 80,200 1,260,644

Ciber, Inc. (a) 38,200 749,675

Computer Power Group Ltd. 700,000 2,449,074

Concentric Network Corp. (a) 35,000 848,750

Cotelligent, Inc. (a) 59,400 1,121,175

CSG Systems International, Inc. (a) 30,000 1,635,000

EIS International, Inc. (a)(c) 1,173,500 2,310,328

Electric Farm ASA 27,060 59,243

Engineering Animation, Inc. (a) 15,000 657,188

Forsoft Ltd. (a) 27,000 290,250

Fundtech Ltd. 180,000 2,452,500

Gerber Scientific, Inc. 55,100 1,246,638

International Telecom Data Systems, Inc. 49,400 1,179,425

Mechanical Dynamics, Inc. (a)(c) 615,500 3,885,344

Mecon, Inc. (a)(c) 622,900 4,048,850

QRS Corp. (a) 77,900 2,960,200

RealNetworks, Inc. 50,000 1,684,375

Resco AB Series B (c) 118,200 1,958,311

Simware, Inc. (a)(c) 392,200 1,470,750

Technology Solutions, Inc. (a) 88,950 1,067,400

Triad Group PLC 150,000 984,606

Wind River Systems, Inc. 29,900 1,309,994

Yahoo Japan Corp. (a) 30 1,201,033

40,731,670

ELECTRONIC INSTRUMENTS - 1.5%

JDS Fitel, Inc. (a) 90,000 1,338,713

Sawtek, Inc. (a) 84,800 1,711,900

Thermo Optek Corp. 156,000 1,374,750

Thermoquest Corp. (a) 175,500 1,776,938

Tokyo Seimitsu Co. Ltd. 45,000 1,414,120

7,616,421

ELECTRONICS - 4.2%

Etec Systems, Inc. (a) 29,300 992,538

Integrated Circuit Systems, Inc. (a) 68,500 907,625

International Rectifier Corp. (a) 21,300 191,700

Maxwell Technologies, Inc. (a)(c) 588,700 15,159,025

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Qlogic Corp. (a) 10,000 $ 923,750

Rambus, Inc. (a) 6,600 431,681

Semtech Corp. (a) 7,500 178,594

Uniphase Corp. (a) 20,000 990,000

Vtech Holdings Ltd. 250,000 937,762

20,712,675

PHOTOGRAPHIC EQUIPMENT - 0.0%

Wescam, Inc. (a) 41,700 113,514

TOTAL TECHNOLOGY 83,896,156

TRANSPORTATION - 0.6%

TRUCKING & FREIGHT - 0.6%

Landstar System, Inc. (a) 25,000 887,500

Mark VII, Inc. (a) 23,400 374,400

USFreightways Corp. 75,200 1,884,700

3,146,600

UTILITIES - 2.2%

CELLULAR - 1.8%

Metrocall, Inc. (a) 569,000 2,276,000

SkyTel Communications, Inc. (a) 400,510 6,633,447

8,909,447

TELEPHONE SERVICES - 0.4%

e.spire Communications, Inc. (a) 110,000 1,320,000

GST Telecommunications, Inc. (a) 110,000 715,000

2,035,000

TOTAL UTILITIES 10,944,447

TOTAL COMMON STOCKS 431,137,269
(Cost $493,193,141)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CONVERTIBLE BONDS - 1.8%

MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT

INDUSTRIAL MACHINERY & EQUIPMENT - 1.3%

ELECTRICAL EQUIPMENT - 1.3%

Antec Corp. 4.5% 5/15/03 (d) B2 $ 6,925,000 $ 6,301,750

RETAIL & WHOLESALE - 0.5%

RETAIL & WHOLESALE, MISCELLANEOUS - 0.5%

Action Performance Companies, Inc. 4.75% - 3,375,000 2,818,125
4/1/05 (d)

TOTAL CONVERTIBLE BONDS 9,119,875
(Cost $10,551,070)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CASH EQUIVALENTS - 11.1%

Taxable Central Cash Fund (b) 54,726,780 54,726,780
(Cost $54,726,780)

TOTAL INVESTMENT IN SECURITIES - 100% $ 494,983,924
(Cost $558,470,991)

</TABLE>

LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) Affiliated company (see Note 6 of Notes to Financial Statements).
(d) 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 $9,564,540 or 1.9% of net assets.

OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of
total value of investments in securities, is as follows:

United States of America 79.2%

Canada 10.6

United Kingdom 2.6

Japan 2.1

Israel 2.0

Australia 1.1

(Others individually less than 1%) 2.4

TOTAL 100.0%

INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $558,491,241. Net unrealized depreciation
aggregated $63,507,317, of which $29,855,242 related to appreciated
investment securities and $93,362,559 related to depreciated
investment securities.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1998 (UNAUDITED)

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $558,470,991) - $ 494,983,924
SEE ACCOMPANYING SCHEDULE

CASH 9,936

FOREIGN CURRENCY HELD AT VALUE (COST $302,694) 302,694

RECEIVABLE FOR INVESTMENTS SOLD 10,981,562

DIVIDENDS RECEIVABLE 252,983

INTEREST RECEIVABLE 381,738

REDEMPTION FEES RECEIVABLE 10,696

PREPAID EXPENSES 39,377

TOTAL ASSETS 506,962,910

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 6,580,278

PAYABLE FOR FUND SHARES REDEEMED 489,887

ACCRUED MANAGEMENT FEE 283,986

OTHER PAYABLES AND ACCRUED EXPENSES 167,284

TOTAL LIABILITIES 7,521,435

NET ASSETS $ 499,441,475

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 704,138,643

UNDISTRIBUTED NET INVESTMENT INCOME 755,694

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON (141,969,688)
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS (63,483,174)
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 64,607,356 SHARES OUTSTANDING $ 499,441,475

NET ASSET VALUE AND OFFERING PRICE PER SHARE $7.73
($499,441,475 (DIVIDED BY) 64,607,356 SHARES) A

</TABLE>

A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE REDEMPTION FEE.

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED)

INVESTMENT INCOME $ 2,189,529
DIVIDENDS

INTEREST 1,406,524

TOTAL INCOME 3,596,053

EXPENSES

MANAGEMENT FEE $ 2,308,649

TRANSFER AGENT FEES 684,505

ACCOUNTING FEES AND EXPENSES 168,418

NON-INTERESTED TRUSTEES' COMPENSATION 1,107

CUSTODIAN FEES AND EXPENSES 69,526

REGISTRATION FEES 67,833

AUDIT 14,000

LEGAL 1,457

MISCELLANEOUS 1,374

TOTAL EXPENSES BEFORE REDUCTIONS 3,316,869

EXPENSE REDUCTIONS (133,189) 3,183,680

NET INVESTMENT INCOME 412,373

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

INVESTMENT SECURITIES (INCLUDING REALIZED GAIN (LOSS) OF (136,418,874)
$1,115,399 ON SALE OF INVESTMENTS IN AFFILIATED ISSUERS)

FOREIGN CURRENCY TRANSACTIONS 38,007

FUTURES CONTRACTS (3,187,085) (139,567,952)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES (67,495,686)

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 8,941

FUTURES CONTRACTS (786,593) (68,273,338)

NET GAIN (LOSS) (207,841,290)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ (207,428,917)
FROM OPERATIONS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS ENDED MARCH 12, 1998
OCTOBER 31, 1998 (COMMENCEMENT
(UNAUDITED) OF OPERATIONS) TO
APRIL 30,
1998

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 412,373 $ 345,360
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) (139,567,952) (2,403,474)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) (68,273,338) 4,790,164

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (207,428,917) 2,732,050
FROM OPERATIONS

SHARE TRANSACTIONS 45,466,573 736,839,157
NET PROCEEDS FROM SALES OF SHARES

COST OF SHARES REDEEMED (78,806,876) (1,611,538)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (33,340,303) 735,227,619
FROM SHARE TRANSACTIONS

REDEMPTION FEES 2,213,269 37,757

TOTAL INCREASE (DECREASE) IN NET ASSETS (238,555,951) 737,997,426

NET ASSETS

BEGINNING OF PERIOD 737,997,426 -

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 499,441,475 $ 737,997,426
INCOME OF $755,694 AND $343,622, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 4,387,050 70,122,993

REDEEMED (9,749,364) (153,323)

NET INCREASE (DECREASE) (5,362,314) 69,969,670

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
FINANCIAL HIGHLIGHTS
SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1998 APRIL 30,

(UNAUDITED) 1998 G
SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING OF PERIOD $ 10.55 $ 10.00

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME D .01 .01

NET REALIZED AND UNREALIZED GAIN (LOSS) (2.86) .54

TOTAL FROM INVESTMENT OPERATIONS (2.85) .55

REDEMPTION FEES ADDED TO PAID IN CAPITAL .03 -

NET ASSET VALUE, END OF PERIOD $ 7.73 $ 10.55

TOTAL RETURN B, C (26.73)% 5.50%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 499,441 $ 737,997

RATIO OF EXPENSES TO AVERAGE NET ASSETS 1.05% A 1.50% A, E

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER EXPENSE REDUCTIONS 1.00% A, F 1.48% A, F

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS .13% A .67% A

PORTFOLIO TURNOVER RATE 186% A 75% A

</TABLE>

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 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 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 FOR THE PERIOD MARCH 12, 1998 (COMMENCEMENT OF OPERATIONS) TO APRIL
30, 1998.

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Small Cap Stock Fund (the fund) is a fund of Fidelity
Commonwealth Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Effective the close of
business on May 14, 1998, the fund was closed to new accounts. 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."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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,
losses deferred due to wash sales and excise tax regulations. The fund
also utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for
income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
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.
TRADING (REDEMPTION) FEES. Shares held in the fund less than 3 years
are subject to a trading 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'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of FMR, may transfer uninvested cash
balances into one or more joint trading accounts. These balances are
invested in one or more repurchase agreements for U.S. Treasury or
Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, 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. 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 $573,212,974 and $537,078,919, respectively.
The market value of futures contracts opened and closed during the
period amounted to $0 and $116,315,322, 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 .22% 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 $80,853 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 $124,799 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 $8,390, 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:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Childtime Learning Centers, Inc. $ 4,889,707 $ - $ $ 7,580,600
EIS International, Inc. 1,984,215 - - 2,310,328
Maxwell Technologies, Inc. 6,656,864 4,262,040 - 15,159,025
Mechanical Dynamics, Inc. 3,988,173 66,875 - 3,885,344
Mecon, Inc. 835,450 - - 4,048,850
Medialink Worldwide, Inc. 4,338,681 - - 8,284,100
National Record Mart, Inc. - 357,778 - -
New World Coffee & Bagels, Inc.. 922,554 175,623 - 1,433,800
Party City Corp. 1,681,880 986,250 - 12,088,700
Resco AB Series B - - - 1,958,311
Simware, Inc. 29,750 - - 1,470,750
Spec's Music Inc. 59,375 996,875 - -
Tefron Ltd. 261,125 - - 6,702,788
TOTALS $25,647,774 $ 6,845,441 $ - $ 64,922,596
</TABLE>

MANAGING YOUR INVESTMENTS

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

SLCX-SANN-1298 66792
1.711817.100

(FIDELITY_LOGO_GRAPHIC)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(2_FIDELITY_LOGOS)

SPARTAN(REGISTERED TRADEMARK)
MARKET INDEX
FUND

SEMIANNUAL REPORT
OCTOBER 31, 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.

PRESIDENT'S MESSAGE

PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance.
You can look at the total percentage change in value, the average
annual percentage change or the growth of a hypothetical $10,000
investment. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). If Fidelity had not reimbursed certain fund
expenses, the total returns would have been lower.

CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

SPARTAN MARKET INDEX -0.44% 21.70% 158.84% 300.14%

S&P 500 (registered trademark) -0.41% 21.99% 162.65% 307.74%

S&P 500 Index Objective Funds Average -0.58% 21.34% 157.28% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or since the fund started on March 6, 1990. For example, if you
had invested $1,000 in a fund that had a 5% return over the past year,
the value of your investment would be $1,050. You can compare the
fund's returns to the performance of the Standard & Poor's 500 Index -
a widely recognized, unmanaged index of common stocks. To measure how
the fund's performance stacked up against its peers, you can compare
it to the S&P 500 index objective funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. The past six months average represents a
peer group of 101 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges.

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

SPARTAN MARKET INDEX 21.70% 20.95% 17.37%

S&P 500 21.99% 21.33% 17.62%

S&P 500 Index Objective Funds Average 21.34% 20.80% n/a

$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
1998/05/31 39481.36 40238.10
1998/06/30 41093.30 41872.57
1998/07/31 40648.06 41426.63
1998/08/31 34770.85 35437.17
1998/09/30 37002.31 37707.27
1998/10/30 40014.24 40774.38
IMATRL PRASUN SHR__CHT 19981031 19981109 104211 R00000000000107

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Spartan Market Index Fund on March 6, 1990, when the fund
started. As the chart shows, by October 31, 1998, the value of the
investment would have grown to $40,014 - a 300.14% 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 would have grown to $40,774 - a
307.74% increase.

FUND TALK: THE MANAGER'S OVERVIEW

An interview with Frank Salerno, Portfolio Manager of Spartan Market
Index Fund for Bankers Trust, sub-adviser of the fund
Q. HOW DID THE FUND PERFORM, FRANK?
A. For the six months that ended October 31, 1998, the fund posted a
total return of -0.44%, in line with the -0.41% return of the Standard
& Poor's 500 Index. The fund's return was slightly lower than the
index due to expenses. The S&P 500 index objective funds average, as
tracked by Lipper Analytical Services, returned -0.58% for the same
period. For the 12 months that ended October 31, 1998, the fund had a
total return of 21.70%. That compares with the 21.99% return of the
S&P 500 and the 21.34% return of the Lipper funds average for the same
12-month period.
Q. WHAT WERE THE PRIMARY FACTORS AFFECTING THE MARKET DURING THE PAST
SIX MONTHS?
A. Extreme volatility was the main theme during the past six months.
Despite emerging markets toppling one by one earlier this year, a
relatively stable U.S. economy, combined with low interest rates,
helped the Dow Jones Industrial Average reach its record high on July
17, 1998. However, over the next eight weeks, U.S. equity-markets were
pulled down by the persistent belief that the Asian and emerging
market contagion was spreading to U.S. shores. On August 31, the Dow
dropped 512.61 points - erasing all previous gains for the year. Over
the next few weeks, waves of selling sent the index down 12.39% during
the third quarter ending September 30, 1998. This was one of the worst
quarterly performances for blue-chip stocks since 1990.
Q. WHAT DROVE THE MARKET'S STRENGTH TOWARD THE END OF THE PERIOD?
A. During October, the Dow industrials turned in one of the best
monthly percentage gains in more than a decade. In the wake of two
Federal Reserve interest-rate cuts, the Dow rose 9.56% during October,
regaining most of the lost ground from the August and September
downturn. Against a backdrop of weak corporate earnings and nagging
problems overseas, investors' fears were calmed by the prospects of
further Fed rate cuts. Additional support came in the form of
announcements from the Group of Seven (G-7) industrial countries
indicating they had reached consensus on a global economic stimulus
package. The G-7 also agreed on additional funding for the
International Monetary Fund to help countries avert potential
financial crises.
Q. LET'S TALK ABOUT THE PERFORMANCE OF SOME OF THE INDEX'S SPECIFIC
SECTORS. TECHNOLOGY WAS THE LARGEST WEIGHTING AT THE END OF THE
PERIOD. HOW DID THESE STOCKS PERFORM?
A. Among technology stocks, personal computer (PC) manufacturers such
as IBM, Dell and Compaq battled pricing pressures as the market
shifted to PCs priced at less than $1,000. However, these companies
managed to maintain strong demand for their products and met or
exceeded analysts' expectations. Intel was one of the few
semiconductor companies to report respectable performance, due to a
seasonal back-to-school recovery and a reduction in excess inventory.
Computer software companies such as Microsoft generally reported
strong profits but warned of slower growth. Microsoft generated
consistently strong earnings fueled by robust sales of Windows 98.
Overall, however, many technology companies were hurt during the
period due to concerns about the global economic crises contributing
to weak demand in Japan, elsewhere in the Asia-Pacific region and
Latin America.
Q. FINANCE WAS THE LARGEST SECTOR IN THE INDEX SIX MONTHS AGO. HOW DID
THIS SECTOR FARE DURING THIS PERIOD?
A. Early in the period, most bank and brokerage stocks enjoyed strong
performance and reported solid earnings growth as a result of
increased fee revenue, low interest rates and a wave of acquisitions
and mergers starting with the mega-merger between Citicorp and
Travelers Group. In the third quarter, however, banks and brokerage
companies were split into two categories: those that had exposure to
emerging markets and hedge funds and those that did not. The former
category experienced weak performance as investors anticipated large
trading losses. In general, the large regional banks were buoyed by a
healthy U.S. economy and solid retail banking activity.
Q. WHAT ABOUT HEALTH CARE STOCKS?
A. Drug companies reported strong earnings on high sales of a variety
of new drugs to help treat depression, allergies, infections and
cancer. The fund's holdings in Merck performed well as the
pharmaceutical industry was helped by accelerated drug approvals by
the Food and Drug Administration and an aging population providing
strong demand. Nevertheless, certain health care stocks turned in
mixed results as the majority of managed-care companies and hospitals
continued to struggle with a tough economic environment. While the
fund's holdings in managed care companies was small, companies such as
Columbia/HCA Healthcare suffered amid rising costs for drugs and a
tightening of reimbursement from the federal Medicare program.
Q. WERE THERE ANY MAJOR HOLDINGS THAT TURNED OUT TO BE DISAPPOINTING?
A. Companies such as Coca-Cola, which derive significant revenue from
overseas' markets, were hurt by the global economic turmoil and weak
foreign currencies. The fund's holdings in Exxon also detracted from
performance as oil companies felt the pressure of the sharp drop in
crude-oil prices.
Q. WHAT'S YOUR OUTLOOK?
A. Actions by the Federal Reserve and the G-7 industrialized nations
have certainly helped to calm investors' fears of a spreading global
economic crisis. While the reduction in domestic interest rates and
increased IMF funding can help stimulate economic growth and reassure
investors, it may not provide all the answers to the problems facing
the global financial economy. We have seen how the U.S. economy and
financial markets are closely tied to situations overseas and we may
continue to see volatility over the near term. At the same time, the
resilience and ability of U.S. corporations and the economy to produce
stable growth is encouraging and may provide the impetus to drive the
market higher.
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 STANDARD & POOR'S
500 INDEX:
"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) June 11: Digital Equipment is
removed following its merger with
Compaq Computer.
(solid bullet) June 30: Green Tree Financial is
deleted from the list after being
acquired by Conseco Inc.
(solid bullet) July 17: Waste Management
replaces U.S.A. Waste Services
following the merger of both
companies.
(solid bullet) August 13: Mercantile Stores is
deleted from the list after being
acquired by Dillards Inc.
(solid bullet) August 28: Bay Networks Inc. is
removed from the index after it is
acquired by Northern Telecom.
(solid bullet) September 15: MCI
Communications is deleted from
the list after being acquired by
WorldCom.
(solid bullet) September 24: Health Care and
Retirement Corp. replaces Manor
Care, Inc. on the index after its
merger with Manor Care, Inc.
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 October 31,
1998, more than $5.9 billion
MANAGER: Frank Salerno, of
Bankers Trust, since 1997
(checkmark)

INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 3.2 3.0

Microsoft Corp. 2.9 2.4

Exxon Corp. 1.9 1.9

Coca-Cola Co. (The) 1.9 2.0

Merck & Co., Inc. 1.8 1.6

Wal-Mart Stores, Inc. 1.7 1.2

Intel Corp. 1.7 1.4

Pfizer, Inc. 1.6 1.6

International Business Machines Corp. 1.5 1.2

Philip Morris Companies, Inc. 1.4 1.0

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN MARKET SECTORS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 16.4 14.0

FINANCE 16.0 17.1

HEALTH 12.2 11.1

UTILITIES 10.9 9.2

NONDURABLES 9.8 9.4

ENERGY 7.0 7.6

RETAIL & WHOLESALE 5.7 4.8

INDUSTRIAL MACHINERY & EQUIPMENT 5.5 5.4

MEDIA & LEISURE 4.1 4.4

BASIC INDUSTRIES 3.7 4.5

</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)

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

INVESTMENTS OCTOBER 31, 1998 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 98.3%

SHARES VALUE (NOTE 1)
(000S)

AEROSPACE & DEFENSE - 1.8%

AEROSPACE & DEFENSE - 1.4%

AlliedSignal, Inc. 366,800 $ 14,282

Boeing Co. 660,484 24,768

Goodrich (B.F.) Co. 47,220 1,700

Lockheed Martin Corp. 132,368 14,742

Rockwell International Corp. 138,000 5,667

Textron, Inc. 104,400 7,765

United Technologies Corp. 150,840 14,368

83,292

DEFENSE ELECTRONICS - 0.3%

Northrop Grumman Corp. 43,400 3,461

Raytheon Co. Class B 235,740 13,688

17,149

SHIP BUILDING & REPAIR - 0.1%

General Dynamics Corp. 94,200 5,575

TOTAL AEROSPACE & DEFENSE 106,016

BASIC INDUSTRIES - 3.7%

CHEMICALS & PLASTICS - 2.0%

Air Products & Chemicals, Inc. 149,140 5,630

Avery Dennison Corp. 65,000 2,693

Dow Chemical Co. 157,470 14,743

du Pont (E.I.) de Nemours & Co. 757,860 43,577

Eastman Chemical Co. 51,542 3,028

Engelhard Corp. 89,837 1,887

FMC Corp. (a) 22,600 1,154

Great Lakes Chemical Corp. 40,600 1,690

Hercules, Inc. 60,520 2,016

Monsanto Co. 405,900 16,490

Morton International, Inc. 92,100 2,291

Nalco Chemical Co. 37,180 1,150

PPG Industries, Inc. 115,300 6,594

Praxair, Inc. 101,100 4,069

Raychem Corp. 62,000 1,895

Rohm & Haas Co. 115,500 3,898

Sealed Air Corp. (a) 63,398 2,247

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

BASIC INDUSTRIES - CONTINUED

CHEMICALS & PLASTICS - CONTINUED

Union Carbide Corp. 88,000 $ 3,388

W.R. Grace & Co. 49,200 855

119,295

IRON & STEEL - 0.1%

Aeroquip-Vickers, Inc. 18,600 586

Allegheny Teledyne, Inc. 110,425 2,271

Armco, Inc. (a) 70,100 333

Bethlehem Steel Corp. (a) 82,300 741

Nucor Corp. 56,200 2,547

USX-U.S. Steel Group 57,560 1,338

Worthington Industries, Inc. 47,625 646

8,462

METALS & MINING - 0.4%

Alcan Aluminium Ltd. 148,703 3,735

Aluminum Co. of America 115,620 9,163

ASARCO, Inc. 29,100 624

Cyprus Amax Minerals Co. 76,250 948

Freeport-McMoRan Copper & Gold, Inc. Class B 79,100 974

Inco Ltd. 97,358 1,044

Phelps Dodge Corp. 40,240 2,319

Reynolds Metals Co. 58,140 3,485

22,292

PACKAGING & CONTAINERS - 0.2%

Ball Corp. 14,175 598

Bemis Co., Inc. 30,500 1,132

Corning, Inc. 148,240 5,383

Crown Cork & Seal Co., Inc. 91,880 2,929

Owens-Illinois, Inc. (a) 106,400 3,252

Tupperware Corp. 38,500 599

13,893

PAPER & FOREST PRODUCTS - 1.0%

Boise Cascade Corp. 35,100 983

Champion International Corp. 63,600 2,031

Fort James Corp. 160,900 6,486

Georgia-Pacific Corp. 61,400 3,177

International Paper Co. 207,200 9,622

Kimberly-Clark Corp. 364,230 17,574

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

BASIC INDUSTRIES - CONTINUED

PAPER & FOREST PRODUCTS - CONTINUED

Louisiana-Pacific Corp. 63,860 $ 1,134

Mead Corp. 80,900 2,558

Potlatch Corp. 18,440 673

Stone Container Corp. (a) 46,014 440

Temple-Inland, Inc. 35,700 1,734

Union Camp Corp. 54,900 2,361

Westvaco Corp. 57,250 1,410

Weyerhaeuser Co. 130,200 6,095

Willamette Industries, Inc. 62,400 1,934

58,212

TOTAL BASIC INDUSTRIES 222,154

CONSTRUCTION & REAL ESTATE - 0.4%

BUILDING MATERIALS - 0.3%

Armstrong World Industries, Inc. 25,410 1,575

Crane Co. 44,775 1,290

Fortune Brands, Inc. 115,260 3,811

Masco Corp. 245,000 6,906

Owens-Corning 33,900 1,231

Sherwin-Williams Co. 110,280 2,778

17,591

CONSTRUCTION - 0.1%

Centex Corp. 48,020 1,609

Fleetwood Enterprises, Inc. 28,400 916

Kaufman & Broad Home Corp. 27,000 771

Pulte Corp. 28,300 729

4,025

ENGINEERING - 0.0%

EG & G, Inc. 30,220 759

Fluor Corp. 49,430 1,919

Foster Wheeler Corp. 26,200 416

3,094

TOTAL CONSTRUCTION & REAL ESTATE 24,710

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

DURABLES - 2.9%

AUTOS, TIRES, & ACCESSORIES - 2.1%

AutoZone, Inc. (a) 104,600 $ 2,752

Chrysler Corp. 405,200 19,500

Cooper Tire & Rubber Co. 55,000 914

Cummins Engine Co., Inc. 26,900 918

Dana Corp. 106,575 4,456

Eaton Corp. 56,280 3,809

Ford Motor Co. 752,300 40,812

General Motors Corp. 431,556 27,215

Genuine Parts Co. 106,937 3,369

Goodyear Tire & Rubber Co. 104,600 5,635

ITT Industries, Inc. 74,470 2,662

Johnson Controls, Inc. 50,300 2,829

NACCO Industries, Inc. Class A 4,400 405

Navistar International Corp. (a) 44,160 922

PACCAR, Inc. 64,076 2,795

Pep Boys-Manny, Moe & Jack 37,600 588

Snap-On, Inc. 44,050 1,561

TRW, Inc. 80,620 4,590

125,732

CONSUMER DURABLES - 0.4%

Minnesota Mining & Manufacturing Co. 267,720 21,418

CONSUMER ELECTRONICS - 0.2%

Black & Decker Corp. 66,100 3,417

Maytag Corp. 62,300 3,080

Newell Co. 96,900 4,264

Whirlpool Corp. 47,200 2,419

13,180

TEXTILES & APPAREL - 0.2%

Fruit of the Loom, Inc. Class A (a) 42,000 641

Liz Claiborne, Inc. 42,400 1,246

NIKE, Inc. Class B 121,120 5,291

Reebok International Ltd. (a) 29,400 489

Russell Corp. 23,000 565

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

DURABLES - CONTINUED

TEXTILES & APPAREL - CONTINUED

Springs Industries, Inc. Class A 7,800 $ 276

VF Corp. 88,368 3,695

12,203

TOTAL DURABLES 172,533

ENERGY - 7.0%

ENERGY SERVICES - 0.6%

Baker Hughes, Inc. 225,718 4,980

Halliburton Co. 297,700 10,699

Helmerich & Payne, Inc. 35,900 855

McDermott International, Inc. 36,700 1,076

Rowan Companies, Inc. (a) 56,800 827

Schlumberger Ltd. 356,460 18,714

37,151

OIL & GAS - 6.4%

Amerada Hess Corp. 61,840 3,417

Amoco Corp. 643,220 36,101

Anadarko Petroleum Corp. 76,800 2,602

Apache Corp. 63,300 1,792

Ashland, Inc. 35,930 1,729

Atlantic Richfield Co. 213,640 14,714

Burlington Resources, Inc. 112,956 4,652

Chevron Corp. 435,680 35,508

Coastal Corp. (The) 140,800 4,963

Exxon Corp. 1,613,220 114,942

Kerr-McGee Corp. 33,460 1,334

Mobil Corp. 527,700 39,940

Occidental Petroleum Corp. 258,700 5,142

Oryx Energy Co. (a) 67,360 943

Pennzoil Co. 32,130 1,153

Phillips Petroleum Co. 166,500 7,201

Royal Dutch Petroleum Co. (NY Registry Gilder 1.25) 1,408,280 69,358

Sun Co., Inc. 56,980 1,955

Texaco, Inc. 348,580 20,675

Union Pacific Resources Group, Inc. 192,763 2,506

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Unocal Corp. 153,120 $ 5,197

USX-Marathon Group 191,100 6,247

382,071

TOTAL ENERGY 419,222

FINANCE - 16.0%

BANKS - 6.8%

Bank of New York Co., Inc. 486,100 15,343

Bank One Corp. 778,404 38,044

BankAmerica Corp. 1,165,720 66,956

BankBoston Corp. 186,398 6,862

Bankers Trust Corp. 25,450 1,599

BB&T Corp. 162,900 5,813

Capital One Financial Corp. 44,400 4,518

Chase Manhattan Corp. 564,796 32,087

Comerica, Inc. 101,750 6,563

Fifth Third Bancorp 174,200 11,541

First Union Corp. 670,988 38,917

Huntington Bancshares, Inc. 118,879 3,418

KeyCorp 294,310 8,921

Mellon Bank Corp. 170,326 10,241

Mercantile Bancorp., Inc. 87,800 4,011

Morgan (JP) & Co., Inc. 123,119 11,604

National City Corp. 231,275 14,874

Northern Trust Corp. 82,600 6,092

Norwest Corp. 526,900 19,594

PNC Financial Corp. 196,560 9,828

Regions Financial Corp. 138,000 5,106

Republic of New York Corp. 68,200 2,852

State Street Corp. 101,600 6,337

Summit Bancorp 116,000 4,401

SunTrust Banks, Inc. 151,600 10,565

Synovus Finanical Corp. 156,400 3,627

U.S. Bancorp 505,911 18,466

Union Planters Corp. 87,700 4,073

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

FINANCE - CONTINUED

BANKS - CONTINUED

Wachovia Corp. 137,300 $ 12,477

Wells Fargo & Co. 57,974 21,450

406,180

CREDIT & OTHER FINANCE - 2.8%

American Express Co. 300,072 26,519

Associates First Capital Corp. 224,337 15,816

Citigroup, Inc. 1,507,103 70,928

Countrywide Credit Industries, Inc. 71,100 3,071

Fleet Financial Group, Inc. 387,360 15,470

Household International, Inc. 321,804 11,766

MBNA Corp. 491,250 11,207

Providian Financial Corp. 68,820 5,463

Transamerica Corp. 40,622 4,225

164,465

FEDERAL SPONSORED CREDIT - 1.3%

Fannie Mae 675,780 47,854

Freddie Mac 455,100 26,168

SLM Holding Corp. 106,900 4,283

78,305

INSURANCE - 3.8%

Aetna, Inc. 103,430 7,718

Allstate Corp. 554,166 23,864

American General Corp. 162,372 11,122

American International Group, Inc. 700,314 59,702

Aon Corp. 107,950 6,693

Chubb Corp. (The) 114,160 7,021

CIGNA Corp. 137,760 10,048

Cincinnati Financial Corp. 105,800 3,948

Conseco, Inc. 202,402 7,021

General Re Corp. 49,440 10,861

Hartford Financial Services Group, Inc. 173,840 9,235

Jefferson-Pilot Corp. 68,633 4,169

Lincoln National Corp. 64,360 4,883

Loews Corp. 74,900 7,036

Marsh & McLennan Companies, Inc. 167,730 9,309

MBIA, Inc. 65,800 4,022

MGIC Investment Corp. 76,700 2,991

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

FINANCE - CONTINUED

INSURANCE - CONTINUED

Progressive Corp. 46,400 $ 6,832

Provident Companies, Inc. 88,400 2,569

SAFECO Corp. 97,720 4,232

St. Paul Companies, Inc. (The) 166,784 5,525

SunAmerica, Inc. 113,700 8,016

Torchmark Corp. 87,640 3,834

UNUM Corp. 88,400 3,928

224,579

SAVINGS & LOANS - 0.3%

Golden West Financial Corp. 28,300 2,566

Washington Mutual, Inc. 408,517 15,294

17,860

SECURITIES INDUSTRY - 1.0%

Bear Stearns Companies, Inc. 72,100 2,573

Franklin Resources, Inc. 182,500 6,901

Lehman Brothers Holdings, Inc. 80,000 3,035

Merrill Lynch & Co., Inc. 232,200 13,758

Morgan Stanley, Dean Witter, Discover & Co. 393,096 25,453

Schwab (Charles) Corp. 180,600 8,658

60,378

TOTAL FINANCE 951,767

HEALTH - 12.2%

DRUGS & PHARMACEUTICALS - 8.5%

Allergan, Inc. 50,000 3,122

ALZA Corp. Class A. 56,600 2,710

American Home Products Corp. 886,940 43,238

Amgen, Inc. (a) 166,000 13,041

Bristol-Myers Squibb Co. 662,480 73,245

Lilly (Eli) & Co. 737,716 59,709

Merck & Co., Inc. 785,690 106,265

Pfizer, Inc. 864,960 92,821

Pharmacia & Upjohn, Inc. 345,642 18,297

Schering-Plough Corp. 493,480 50,767

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS - CONTINUED

Sigma-Aldrich Corp. 65,400 $ 2,021

Warner-Lambert Co. 536,440 42,043

507,279

MEDICAL EQUIPMENT & SUPPLIES - 3.2%

Abbott Laboratories 1,004,540 47,151

Bard (C.R.), Inc. 36,300 1,550

Bausch & Lomb, Inc. 35,140 1,465

Baxter International, Inc. 193,300 11,586

Becton, Dickinson & Co. 167,400 7,052

Biomet, Inc. 74,800 2,539

Boston Scientific Corp. (a) 135,500 7,376

Cardinal Health, Inc. 87,100 8,236

Guidant Corp. 105,300 8,055

Johnson & Johnson 886,340 72,237

Mallinckrodt, Inc. 46,830 1,335

Medtronic, Inc. 317,300 20,625

Millipore Corp. 28,000 690

Pall Corp. 79,066 1,996

St. Jude Medical, Inc. (a) 45,116 1,275

193,168

MEDICAL FACILITIES MANAGEMENT - 0.5%

Columbia/HCA Healthcare Corp. 395,580 8,307

HCR Manor Care, Inc. (a) 71,800 2,334

HEALTHSOUTH Corp. (a) 290,500 3,522

Humana, Inc. (a) 110,600 2,094

Tenet Healthcare Corp. (a) 195,200 5,453

United HealthCare Corp. 123,300 5,371

27,081

TOTAL HEALTH 727,528

INDUSTRIAL MACHINERY & EQUIPMENT - 5.5%

ELECTRICAL EQUIPMENT - 3.8%

Emerson Electric Co. 301,040 19,869

General Electric Co. 2,156,200 188,655

General Instrument Corp. (a) 112,900 2,900

Grainger (W.W.), Inc. 57,700 2,658

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED

ELECTRICAL EQUIPMENT - CONTINUED

Harris Corp. 51,000 $ 1,788

Honeywell, Inc. 88,980 7,107

Scientific-Atlanta, Inc. 51,600 771

223,748

INDUSTRIAL MACHINERY & EQUIPMENT - 1.3%

Briggs & Stratton Corp. 15,500 729

Case Corp. 47,600 1,047

Caterpillar, Inc. 241,120 10,850

Cooper Industries, Inc. 77,179 3,406

Deere & Co. 177,470 6,278

Dover Corp. 142,240 4,516

Harnischfeger Industries, Inc. 27,400 259

Illinois Tool Works, Inc. 158,820 10,184

Ingersoll-Rand Co. 126,510 6,389

Milacron, Inc. 19,200 372

Parker-Hannifin Corp. 68,075 2,434

Stanley Works 56,000 1,680

Tenneco, Inc. 118,755 3,607

Timken Co. 34,275 611

Tyco International Ltd. 433,762 26,866

79,228

POLLUTION CONTROL - 0.4%

Browning-Ferris Industries, Inc. 133,760 4,740

Waste Management, Inc. 363,313 16,394

21,134

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 324,110

MEDIA & LEISURE - 4.1%

BROADCASTING - 1.6%

CBS Corp. 490,230 13,696

Clear Channel Communications, Inc. (a) 158,900 7,240

Comcast Corp. Class A special 221,050 10,914

MediaOne Group, Inc. 396,040 16,757

Tele-Communications, Inc. (TCI Group) Series A (a) 317,700 13,383

Time Warner, Inc. 351,399 32,614

94,604

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

MEDIA & LEISURE - CONTINUED

ENTERTAINMENT - 0.8%

Disney (Walt) Co. 1,372,390 $ 36,969

King World Productions, Inc. (a) 39,800 1,045

Viacom, Inc. Class B (non-vtg.) (a) 196,100 11,741

49,755

LEISURE DURABLES & TOYS - 0.2%

Brunswick Corp. 53,900 1,048

Hasbro, Inc. 85,225 2,988

Mattel, Inc. 197,695 7,092

11,128

LODGING & GAMING - 0.1%

Harrah's Entertainment, Inc. (a) 64,150 906

Hilton Hotels Corp. 180,960 3,631

Mirage Resorts, Inc. (a) 115,400 1,955

6,492

PUBLISHING - 0.7%

American Greetings Corp. Class A 45,560 1,828

Dow Jones & Co., Inc. 48,200 2,208

Gannet Co., Inc. 187,700 11,614

Harcourt General, Inc. 32,776 1,596

Knight Ridder, Inc. 62,660 3,192

McGraw-Hill Companies, Inc. 67,200 6,044

Meredith Corp. 27,700 1,025

New York Times Co. (The) Class A 124,700 3,523

Times Mirror Co. Class A 40,200 2,229

Tribune Co. 84,580 4,874

38,133

RESTAURANTS - 0.7%

Darden Restaurants, Inc. 94,520 1,560

Marriott International, Inc. Class A 146,000 3,924

McDonald's Corp. 451,300 30,181

Tricon Global Restaurants, Inc. (a) 97,232 4,230

Wendy's International, Inc. 111,500 2,342

42,237

TOTAL MEDIA & LEISURE 242,349

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

NONDURABLES - 9.8%

AGRICULTURE - 0.1%

Pioneer Hi-Bred International, Inc. 125,600 $ 3,517

BEVERAGES - 3.1%

Anheuser-Busch Companies, Inc. 318,240 18,915

Brown-Forman Corp. Class B 30,080 2,044

Coca-Cola Co. (The) 1,630,780 110,281

Coca-Cola Enterprises, Inc. 283,300 10,217

Coors (Adolph) Co. Class B 22,900 1,145

PepsiCo, Inc. 976,720 32,964

Seagram Co. Ltd. 211,620 6,954

182,520

FOODS - 2.0%

Archer-Daniels-Midland Co. 393,235 6,562

Bestfoods 184,840 10,074

Campbell Soup Co. 292,060 15,570

ConAgra, Inc. 334,300 10,175

General Mills, Inc. 103,620 7,616

Heinz (H.J.) Co. 236,600 13,752

Hershey Foods Corp. 73,220 4,965

Kellogg Co. 268,080 8,847

Quaker Oats Co. 99,700 5,889

Ralston Purina Co. 208,740 6,967

Sara Lee Corp. 299,000 17,847

Sysco Corp. 215,880 5,815

Wrigley (Wm.) Jr. Co. 68,280 5,526

119,605

HOUSEHOLD PRODUCTS - 3.1%

Alberto-Culver Co. Class B 23,900 635

Avon Products, Inc. 172,040 6,828

Clorox Co. 71,720 7,835

Colgate-Palmolive Co. 201,020 17,765

Gillette Co. 756,720 34,005

International Flavors & Fragrances, Inc. 70,050 2,622

Procter & Gamble Co. 891,720 79,252

Rubbermaid, Inc. 96,080 3,189

Unilever NV (NY shares) 416,980 31,378

183,509

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

NONDURABLES - CONTINUED

TOBACCO - 1.5%

Philip Morris Companies, Inc. 1,610,280 $ 82,326

RJR Nabisco Holdings Corp. 204,400 5,838

UST, Inc. 129,000 4,386

92,550

TOTAL NONDURABLES 581,701

PRECIOUS METALS - 0.2%

Barrick Gold Corp. 270,600 5,753

Battle Mountain Gold Co. 125,700 683

Homestake Mining Co. 134,100 1,592

Newmont Mining Corp. 95,564 2,031

Placer Dome, Inc. 130,700 2,071

12,130

RETAIL & WHOLESALE - 5.7%

APPAREL STORES - 0.4%

Gap, Inc. 256,740 15,436

Limited, Inc. (The) 139,203 3,567

TJX Companies, Inc. 228,300 4,323

Venator Group, Inc. (a) 86,240 728

24,054

DRUG STORES - 0.6%

CVS Corp. 254,420 11,624

Longs Drug Stores Corp. 24,940 974

Rite Aid Corp. 168,100 6,671

Walgreen Co. 338,980 16,504

35,773

GENERAL MERCHANDISE STORES - 3.0%

Consolidated Stores Corp. (a) 76,100 1,251

Costco Companies, Inc. (a) 142,695 8,098

Dayton Hudson Corp. 301,300 12,768

Dillards, Inc. Class A 68,360 2,123

Dollar General Corp. 135,875 3,244

Federated Department Stores, Inc. (a) 139,500 5,362

K mart Corp. (a) 310,700 4,389

Kohls Corp. (a) 103,100 4,929

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

RETAIL & WHOLESALE - CONTINUED

GENERAL MERCHANDISE STORES - CONTINUED

May Department Stores Co. (The) 151,680 $ 9,252

Nordstrom, Inc. 109,400 2,988

Penney (J.C.) Co., Inc. 165,420 7,857

Sears, Roebuck & Co. 255,710 11,491

Wal-Mart Stores, Inc. 1,504,160 103,787

177,539

GROCERY STORES - 0.6%

Albertson's, Inc. 161,580 8,978

American Stores Co. 196,960 6,414

Great Atlantic & Pacific Tea, Inc. 25,450 598

Kroger Co. (a) 162,600 9,024

Meyer (Fred), Inc. (a) 98,300 5,241

Supervalu, Inc. 80,200 1,925

Winn-Dixie Stores, Inc. 87,140 2,957

35,137

RETAIL & WHOLESALE, MISCELLANEOUS - 1.1%

Circuit City Stores, Inc. - Circuit City Group 66,100 2,392

Home Depot, Inc. 963,946 41,932

IKON Office Solutions, Inc. 86,500 816

Lowe's Companies, Inc. 232,120 7,820

Staples, Inc. (a) 184,700 6,026

Tandy Corp. 66,132 3,278

Toys R Us Inc. (a) 182,425 3,569

65,833

TOTAL RETAIL & WHOLESALE 338,336

SERVICES - 0.7%

ADVERTISING - 0.2%

Interpublic Group of Companies, Inc. 78,650 4,601

Omnicom Group, Inc. 123,300 6,096

10,697

LEASING & RENTAL - 0.0%

Ryder Systems, Inc. 69,700 1,716

PRINTING - 0.1%

Deluxe Corp. 67,200 2,176

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

SERVICES - CONTINUED

PRINTING - CONTINUED

Donnelley (R.R.) & Sons Co. 86,920 $ 3,748

Moore Corp. Ltd. 40,937 463

6,387

SERVICES - 0.4%

Block (H&R), Inc. 70,780 3,172

Cendant Corp. (a) 581,635 6,652

Dun & Bradstreet Corp. 114,520 3,250

Ecolab, Inc. 66,600 1,990

Jostens, Inc. 18,100 408

National Service Industries, Inc. 27,500 987

Service Corp. International 162,700 5,796

22,255

TOTAL SERVICES 41,055

TECHNOLOGY - 16.4%

COMMUNICATIONS EQUIPMENT - 3.0%

3Com Corp. (a) 243,600 8,785

Andrew Corp. (a) 56,812 930

Ascend Communications, Inc. (a) 144,900 6,991

Cabletron Systems, Inc. (a) 130,700 1,487

Cisco Systems, Inc. (a) 1,049,100 66,093

Lucent Technologies, Inc. 867,400 69,555

Northern Telecom Ltd. 442,940 19,005

Tellabs, Inc. (a) 134,400 7,392

180,238

COMPUTER SERVICES & SOFTWARE - 5.0%

Adobe Systems, Inc. 47,200 1,752

Autodesk, Inc. 46,040 1,436

Automatic Data Processing, Inc. 190,520 14,825

BMC Software, Inc. 143,200 6,883

Ceridian Corp. (a) 41,900 2,404

Computer Associates International, Inc. 381,487 15,021

Computer Sciences Corp. 112,900 5,955

Electronic Data Systems Corp. 320,100 13,024

Equifax, Inc. 81,100 3,138

First Data Corp. 265,700 7,041

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE - CONTINUED

HBO & Co. 294,400 $ 7,728

IMS Health, Inc. 111,120 7,389

Microsoft Corp. (a) 1,645,600 174,228

Novell, Inc. (a) 253,700 3,774

Oracle Corp. (a) 658,100 19,455

Parametric Technology Corp. (a) 205,100 3,410

Paychex, Inc. 107,900 5,368

PeopleSoft, Inc. (a) 151,900 3,218

Shared Medical Systems Corp. 15,400 768

296,817

COMPUTERS & OFFICE EQUIPMENT - 5.2%

Apple Computer, Inc. (a) 85,050 3,157

Compaq Computer Corp. 1,116,804 35,319

Data General Corp. (a) 31,400 534

Dell Computer Corp. (a) 845,100 55,354

EMC Corp. (a) 336,000 21,630

Gateway 2000, Inc. (a) 97,600 5,447

Hewlett-Packard Co. 695,520 41,862

International Business Machines Corp. 615,240 91,325

Pitney Bowes, Inc. 181,980 10,020

Seagate Technology, Inc. (a) 158,100 4,170

Silicon Graphics, Inc. (a) 148,600 1,672

Sun Microsystems, Inc. (a) 249,800 14,551

Unisys Corp. (a) 153,700 4,092

Xerox Corp. 214,750 20,804

309,937

ELECTRONIC INSTRUMENTS - 0.3%

Applied Materials, Inc. (a) 249,800 8,665

KLA-Tencor Corp. (a) 65,300 2,408

Perkin-Elmer Corp. 33,000 2,782

Tektronix, Inc. 49,100 878

Thermo Electron Corp. (a) 101,600 2,026

16,759

ELECTRONICS - 2.6%

Advanced Micro Devices, Inc. (a) 77,900 1,758

AMP, Inc. 136,103 5,589

Intel Corp. 1,110,020 99,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

LSI Logic Corp. (a) 83,300 $ 1,260

Micron Technology, Inc. (a) 128,400 4,879

Motorola, Inc. 393,800 20,478

National Semiconductor Corp. (a) 124,900 1,585

Texas Instruments, Inc. 258,020 16,497

Thomas & Betts Corp. 30,320 1,355

152,401

PHOTOGRAPHIC EQUIPMENT - 0.3%

Eastman Kodak Co. 209,970 16,273

Polaroid Corp. 28,940 769

17,042

TOTAL TECHNOLOGY 973,194

TRANSPORTATION - 1.0%

AIR TRANSPORTATION - 0.4%

AMR Corp. (a) 122,140 8,183

Delta Air Lines, Inc. 45,080 4,759

Southwest Airlines Co. 243,425 5,158

US Airways Group, Inc. (a) 57,900 3,275

21,375

RAILROADS - 0.5%

Burlington Northern Santa Fe Corp. 313,329 9,674

CSX Corp. 140,272 5,506

Norfolk Southern Corp. 266,820 8,788

Union Pacific Corp. 160,840 7,660

31,628

TRUCKING & FREIGHT - 0.1%

FDX Corp. (a) 100,380 5,276

Laidlaw, Inc. 195,800 1,821

7,097

TOTAL TRANSPORTATION 60,100

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

UTILITIES - 10.9%

CELLULAR - 0.4%

AirTouch Communications, Inc. (a) 373,230 $ 20,901

Nextel Communications, Inc. Class A 189,200 3,429

24,330

ELECTRIC UTILITY - 2.6%

AES Corp. (a) 117,600 4,814

Ameren Corp. 84,500 3,375

American Electric Power Co., Inc. 139,600 6,832

Baltimore Gas & Electric Co. 86,150 2,703

Carolina Power & Light Co. 83,000 3,808

Central & South West Corp. 155,180 4,316

CINergy Corp. 89,517 3,088

Consolidated Edison, Inc. 155,700 7,804

Dominion Resources, Inc. 125,310 5,788

DTE Energy Co. 96,000 4,092

Duke Energy Corp. 249,350 16,130

Edison International 259,400 6,842

Entergy Corp. 180,000 5,175

FirstEnergy Corp. 143,900 4,317

FPL Group, Inc. 123,900 7,751

GPU, Inc. 81,300 3,506

Houston Industries, Inc. 180,425 5,604

New Century Energies, Inc. 33,200 1,604

Niagara Mohawk Power Corp. (a) 77,300 1,131

Northern States Power Co. 68,320 1,845

PacifiCorp 191,700 3,654

PECO Energy Co. 147,500 5,706

PG&E Corp. 261,200 7,950

PP&L Resources, Inc. 77,120 2,092

Public Service Enterprise Group, Inc. 174,900 6,646

Southern Co. 484,800 13,665

Texas Utilities Co. 205,138 8,975

Unicom Corp. 156,300 5,891

155,104

GAS - 0.6%

Columbia Gas System, Inc. 53,280 3,084

Consolidated Natural Gas Co. 65,090 3,438

Eastern Enterprises Co. 24,100 990

Enron Corp. 222,040 11,713

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

UTILITIES - CONTINUED

GAS - CONTINUED

NICOR, Inc. 30,440 $ 1,290

ONEOK, Inc. 20,624 706

Peoples Energy Corp. 22,700 837

Sempra Energy 149,126 3,877

Sonat, Inc. 70,560 2,139

Williams Companies, Inc. 272,200 7,468

35,542

TELEPHONE SERVICES - 7.3%

ALLTEL Corp. 177,300 8,300

Ameritech Corp. 739,000 39,860

AT&T Corp. 1,188,562 73,988

Bell Atlantic Corp. 1,040,546 55,279

BellSouth Corp. 642,840 51,307

Frontier Corp. 109,800 3,301

GTE Corp. 642,980 37,735

MCI Worldcom, Inc. (a) 1,179,219 65,152

SBC Communications, Inc. 1,285,012 59,512

Sprint Corp. 224,690 17,245

U.S. WEST, Inc. 346,796 19,897

431,576

TOTAL UTILITIES 646,552

TOTAL COMMON STOCKS 5,843,457
(Cost $4,403,718)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
U.S. TREASURY OBLIGATIONS - 1.7%

PRINCIPAL
AMOUNT (000S)

U.S. Treasury Bills, yield at date of purchase $ 101,687 101,026
3.06 to 4.95% 11/12/98 to 1/14/99 (b)
(Cost $101,011)

TOTAL INVESTMENT IN SECURITIES - 100% $ 5,944,483
(Cost $4,504,729)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FUTURES CONTRACTS

EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/LOSS
(000S) (000S)

PURCHASED

317 S&P 500 Stock Index Contracts Dec. 1998 $ 87,587 $ 8,018

</TABLE>

THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 1.5%
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 $5,345,000.
INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $4,504,872,000. Net unrealized appreciation
aggregated $1,439,611,000, of which $1,654,781,000 related to
appreciated investment securities and $215,170,000 related to
depreciated investment securities.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1998 (UNAUDITED)

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $4,504,729) - $ 5,944,483
SEE ACCOMPANYING SCHEDULE

CASH 227

RECEIVABLE FOR INVESTMENTS SOLD 1,015

RECEIVABLE FOR FUND SHARES SOLD 14,331

DIVIDENDS RECEIVABLE 6,057

INTEREST RECEIVABLE 11

REDEMPTION FEES RECEIVABLE 3

RECEIVABLE FOR DAILY VARIATION ON FUTURES CONTRACTS 649

INVESTMENT OF CASH COLLATERAL RECEIVED FOR SECURITIES LOANED 76,123

TOTAL ASSETS 6,042,899

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 24,536

PAYABLE FOR FUND SHARES REDEEMED 7,593

ACCRUED MANAGEMENT FEE 191

OTHER PAYABLES AND ACCRUED EXPENSES 959

COLLATERAL ON SECURITIES LOANED, AT VALUE 76,123

TOTAL LIABILITIES 109,402

NET ASSETS $ 5,933,497

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 4,488,052

UNDISTRIBUTED NET INVESTMENT INCOME 40,129

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON (42,456)
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 1,447,772
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 77,677 SHARES OUTSTANDING $ 5,933,497

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $76.39
PER SHARE ($5,933,497 (DIVIDED BY) 77,677 SHARES)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED)

INVESTMENT INCOME $ 41,739
DIVIDENDS

INTEREST (INCLUDING INCOME ON SECURITIES LOANED OF $42) 3,794

TOTAL INCOME 45,533

EXPENSES

MANAGEMENT FEE AND SUB-ADVISORY FEE $ 6,878

TRANSFER AGENT FEES 3,781

ACCOUNTING FEES 409

NON-INTERESTED TRUSTEES' COMPENSATION 9

REGISTRATION FEES 306

AUDIT 17

LEGAL 11

INTEREST 1

MISCELLANEOUS 11

TOTAL EXPENSES BEFORE REDUCTIONS 11,423

EXPENSE REDUCTIONS (6,015) 5,408

NET INVESTMENT INCOME 40,125

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

INVESTMENT SECURITIES (22,400)

FUTURES CONTRACTS (15,738) (38,138)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES (43,508)

FUTURES CONTRACTS 4,011 (39,497)

NET GAIN (LOSS) (77,635)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ (37,510)
FROM OPERATIONS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1998 APRIL 30,
(UNAUDITED) 1998

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 40,125 $ 60,196
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) (38,138) 156,237

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) (39,497) 1,021,025

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (37,510) 1,237,458
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (24,011) (37,882)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (118,647) (64,969)

TOTAL DISTRIBUTIONS (142,658) (102,851)

SHARE TRANSACTIONS 1,387,589 2,842,673
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 140,009 100,426

COST OF SHARES REDEEMED (851,297) (941,968)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 676,301 2,001,131
FROM SHARE TRANSACTIONS

REDEMPTION FEES 630 876

TOTAL INCREASE (DECREASE) IN NET ASSETS 496,763 3,136,614

NET ASSETS

BEGINNING OF PERIOD 5,436,734 2,300,120

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 5,933,497 $ 5,436,734
INCOME OF $40,129 AND $26,003, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 18,445 41,491

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 1,818 1,554

REDEEMED (11,629) (13,784)

NET INCREASE (DECREASE) 8,634 29,261

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS
SIX MONTHS ENDED YEARS ENDED APRIL 30,
OCTOBER 31, 1998

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA
NET ASSET VALUE, $ 78.74 $ 57.82 $ 48.22 $ 38.32 $ 33.49 $ 32.84
BEGINNING OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT .54 D 1.11 D .95 D .92 .85 .81
INCOME

NET REALIZED (.88) 21.92 10.58 10.32 4.77 .81
AND UNREALIZED
GAIN (LOSS)

TOTAL FROM INVESTMENT (.34) 23.03 11.53 11.24 5.62 1.62
OPERATIONS

LESS DISTRIBUTIONS

FROM NET INVESTMENT (.34) (.75) (.90) (.99) (.80) (.80)
INCOME

FROM NET (1.68) (1.38) (1.05) (.37) - (.17)
REALIZED GAIN

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

TOTAL DISTRIBUTIONS (2.02) (2.13) (1.95) (1.36) (.80) (.98)

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

NET ASSET VALUE, END $ 76.39 $ 78.74 $ 57.82 $ 48.22 $ 38.32 $ 33.49
OF PERIOD

TOTAL RETURN B, C (.44)% 40.74% 24.58% 29.83% 17.08% 4.95%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF $ 5,933 $ 5,437 $ 2,300 $ 1,011 $ 391 $ 283
PERIOD (IN MILLIONS)

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

RATIO OF NET INVESTMENT 1.40% A 1.61% 1.82% 2.11% 2.49% 2.38%
INCOME TO AVERAGE
NET ASSETS

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

</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 7 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 7 OF NOTES TO FINANCIAL STATEMENTS).

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998 (Unaudited)

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, 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 the fair market value of the
securities received. Interest income, which includes accretion of
original issue
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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.
SHORT-TERM TRADING (REDEMPTION) FEES. Shares held in the fund less
than 90 days are subject to a short-term trading 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.
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
2. OPERATING POLICIES - CONTINUED
FUTURES CONTRACTS - CONTINUED
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 $887,782,000 and $139,660,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $1,030,124,000 and $1,203,335,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management
& Research Company (FMR) receives a fee that is computed daily at an
annual rate of 0.24% of the fund's average net assets.
SUB-ADVISER FEE. FMR and the fund have 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 fund's average net assets. 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 $17,000.
This fee is included in the caption "Management fee and sub-advisory
fee" on the Statement of Operations.
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 .13% 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 Bankers
Trust. The commissions paid to these affiliated firms were $9,000 for
the period.
5. SECURITY LENDING.
The fund loaned securities to certain brokers who paid the fund
negotiated lenders' fees. These fees are included in interest income.
The fund receives U.S.
5. SECURITY LENDING - CONTINUED
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 securities loaned amounted to $81,962,000 and the value of
collateral amounted to $84,003,000, of which $76,123,000 represented
cash collateral. The cash collateral was invested in the Bankers Trust
Institutional Daily Asset fund.
6. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. Under the most
restrictive arrangement, the fund must pledge to the bank securities
having a market value in excess of 220% of the total bank borrowings.
The interest rate on the borrowings is the bank's base rate, as
revised from time to time. The maximum loan and the average daily loan
balance during the period for which the loan was outstanding amounted
to $6,356,000. The weighted average interest rate was 5.8%.
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 expenses by
$5,974,000.
In addition, the fund, or FMR on behalf of the fund, has entered into
arrangements with its transfer agent and 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, fees were reduced
by $14,000 and $27,000 by the transfer agent and custodian,
respectively, under these arrangements.

MANAGING YOUR INVESTMENTS

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

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
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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
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
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES

SMI-SANN-1298 66945
1.538467.101

CUSTODIAN
Bankers Trust Company
New York, New York
FIDELITY'S INDEX FUNDS
Spartan Extended Market Index Fund
Spartan International Index Fund
Spartan Market Index Fund
Spartan Total Market Index Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
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(8 a.m. - 9 p.m.)
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for the deaf and hearing impaired
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(FIDELITY_LOGO_GRAPHIC)
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