FIDELITY COMMONWEALTH TRUST, N-30D, 1999-06-18

FIDELITY COMMONWEALTH TRUST
N-30D, 1999-06-18

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FIDELITY
INTERMEDIATE BOND
FUND

ANNUAL REPORT
APRIL 30, 1999

(2_FIDELITY_LOGOS)(registered trademark)

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

NOTES 33 Notes to the financial
statements.

REPORT OF INDEPENDENT 36 The auditors' opinion.
ACCOUNTANTS

OTHER FUND INFORMATION 37

DISTRIBUTIONS 38

OF SPECIAL NOTE 39

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

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:

With 13 record-high closings, the Dow Jones Industrial Average surged
nearly 1,000 points in April. What's particularly noteworthy about
this performance is that, in some cases, gains were fueled by a
rotation out of growth stocks and into issues more sensitive to
economic swings. The strength in blue chips, combined with heavy
global, corporate and agency bond issuance, contributed to the
downward pressure on government security prices.

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 an investment in a money market fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although money market funds seek to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in these types of funds.

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, or visit our
web site at www.fidelity.com. We are available 24 hours a day, seven
days a week to provide you the information you need to make the
investments that are right for you.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance.
You can look at the total percentage change in value, the average
annual percentage change or the growth of a hypothetical $10,000
investment. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). You can also look at the fund's income, as
reflected in the fund's yield, to measure performance. If Fidelity had
not reimbursed certain fund expenses, the past 10 year total returns
would have been lower.

CUMULATIVE TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY INTERMEDIATE BOND 6.03% 37.50% 111.87%

LB Int Govt/Corp Bond 6.37% 41.63% 119.91%

Short-Intermediate Investment 5.23% 35.28% 102.44%
Grade Debt Funds Average

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you 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 index of government and investment-grade
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 Inc. The past one year
average represents a peer group of 100 mutual funds. These benchmarks
reflect reinvestment of dividends and capital gains, if any, and
exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY INTERMEDIATE BOND 6.03% 6.58% 7.80%

LB Int Govt/Corp Bond 6.37% 7.21% 8.20%

Short-Intermediate Investment 5.23% 6.22% 7.30%
Grade Debt Funds Average

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a 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
1989/04/30 10000.00 10000.00
1989/05/31 10192.26 10198.57
1989/06/30 10424.59 10455.68
1989/07/31 10627.75 10670.36
1989/08/31 10486.32 10532.45
1989/09/30 10542.81 10582.21
1989/10/31 10762.81 10805.91
1989/11/30 10846.30 10909.22
1989/12/31 10870.55 10939.08
1990/01/31 10761.68 10868.94
1990/02/28 10791.04 10908.51
1990/03/31 10793.73 10922.73
1990/04/30 10723.58 10884.81
1990/05/31 10965.90 10745.01
1990/06/30 11108.27 11272.96
1990/07/31 11253.18 11429.35
1990/08/31 11161.39 11382.43
1990/09/30 11249.38 11470.34
1990/10/31 11350.34 11603.52
1990/11/30 11542.44 11372.24
1990/12/31 11690.56 11940.71
1991/01/31 11804.40 12061.80
1991/02/28 11888.92 12158.24
1991/03/31 11953.26 12240.94
1991/04/30 12075.58 12374.35
1991/05/31 12128.66 12450.42
1991/06/30 12120.80 12459.18
1991/07/31 12260.90 12598.04
1991/08/31 12498.70 12838.56
1991/09/30 12735.79 13059.41
1991/10/31 12852.78 13208.45
1991/11/30 12954.89 13360.11
1991/12/31 13385.43 13686.41
1992/01/31 13187.57 13562.47
1992/02/29 13251.68 13616.03
1992/03/31 13193.45 13562.47
1992/04/30 13260.91 13681.67
1992/05/31 13486.23 13893.75
1992/06/30 13670.63 14099.43
1992/07/31 14003.34 14379.75
1992/08/31 14114.84 14523.59
1992/09/30 14209.70 14720.74
1992/10/31 14053.21 14529.75
1992/11/30 13981.04 14474.54
1992/12/31 14199.17 14668.37
1993/01/31 14528.43 14953.67
1993/02/28 14822.21 15189.45
1993/03/31 14891.90 15249.88
1993/04/30 14971.23 15372.62
1993/05/31 14978.80 15338.50
1993/06/30 15292.00 15579.25
1993/07/31 15437.41 15617.40
1993/08/31 15769.21 15865.03
1993/09/30 15826.91 15930.90
1993/10/31 15924.51 15973.56
1993/11/30 15829.20 15884.46
1993/12/31 15897.40 15957.20
1994/01/31 16083.46 16134.45
1994/02/28 15761.57 15895.83
1994/03/31 15478.37 15633.52
1994/04/30 15409.31 15527.12
1994/05/31 15384.45 15537.55
1994/06/30 15402.45 15539.68
1994/07/31 15559.83 15763.37
1994/08/31 15579.00 15812.66
1994/09/30 15503.75 15667.16
1994/10/31 15508.53 15665.03
1994/11/30 15526.47 15593.94
1994/12/31 15578.05 15649.16
1995/01/31 15756.96 15912.89
1995/02/28 15977.77 16242.98
1995/03/31 16080.39 16335.87
1995/04/30 16229.05 16537.52
1995/05/31 16639.38 17037.51
1995/06/30 16739.78 17151.73
1995/07/31 16728.31 17154.10
1995/08/31 16881.43 17310.25
1995/09/30 16987.94 17435.61
1995/10/31 17182.09 17629.91
1995/11/30 17392.09 17861.66
1995/12/31 17573.30 18048.86
1996/01/31 17704.91 18204.54
1996/02/29 17506.11 17990.81
1996/03/31 17399.86 17898.15
1996/04/30 17340.11 17834.89
1996/05/31 17316.25 17821.38
1996/06/30 17496.98 18010.71
1996/07/31 17540.67 18064.26
1996/08/31 17548.95 18078.48
1996/09/30 17784.19 18330.37
1996/10/31 18077.79 18654.30
1996/11/30 18315.21 18900.26
1996/12/31 18214.62 18779.18
1997/01/31 18275.61 18852.16
1997/02/28 18292.52 18888.18
1997/03/31 18174.72 18757.85
1997/04/30 18383.19 18978.22
1997/05/31 18522.24 19135.80
1997/06/30 18695.34 19310.44
1997/07/31 19078.27 19703.32
1997/08/31 18974.06 19604.27
1997/09/30 19186.64 19832.23
1997/10/31 19404.93 20051.89
1997/11/30 19431.80 20096.21
1997/12/31 19593.55 20256.87
1998/01/31 19852.22 20522.26
1998/02/28 19831.84 20506.62
1998/03/31 19900.32 20572.50
1998/04/30 19983.32 20675.58
1998/05/31 20148.59 20827.23
1998/06/30 20272.11 20960.17
1998/07/31 20337.33 21034.10
1998/08/31 20560.26 21364.66
1998/09/30 20982.11 21901.38
1998/10/31 20904.73 21879.81
1998/11/30 20923.93 21878.15
1998/12/31 21027.98 21966.07
1999/01/31 21172.85 22086.68
1999/02/28 20938.07 21762.04
1999/03/31 21105.56 21924.43
1999/04/30 21187.45 21991.00
IMATRL PRASUN SHR__CHT 19990430 19990514 095438 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Intermediate Bond Fund on April 30, 1989. As the
chart shows, by April 30, 1999, the value of the investment would have
grown to $21,187 - a 111.87% 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 $21,991 - a 119.91% increase.

(checkmark)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.

TOTAL RETURN COMPONENTS

YEARS ENDED APRIL 30,

1999 1998 1997 1996 1995

Dividend returns 6.13% 6.69% 6.61% 6.65% 6.40%

Capital returns -0.10% 2.01% -0.59% 0.20% -1.08%

Total returns 6.03% 8.70% 6.02% 6.85% 5.32%

TOTAL RETURN COMPONENTS include both dividend returns and capital
returns. A dividend return reflects the actual dividends paid by the
fund. A capital return reflects both the amount paid by the fund to
shareholders as capital gain distributions and changes in the fund's
share price. Both returns assume the dividends or capital gains, if
any, paid by the fund are reinvested.

DIVIDENDS AND YIELD

PERIODS ENDED APRIL 30, 1999 PAST 1 MONTH PAST 6 MONTHS PAST 1 YEAR

Dividends per share 4.94(cents) 29.77(cents) 61.03(cents)

Annualized dividend rate 5.90% 5.88% 5.97%

30-day annualized yield 5.49% - -

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
$10.19 over the past one month, $10.21 over the past six months and
$10.23 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 bond 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

While the equity markets continued to
set new records en route to monumental
gains, bonds were limited to more
modest advances for the 12 months
that ended April 30, 1999, with the
Lehman Brothers Aggregate Bond
Index - a widely followed measure
of taxable bond performance -
returning 6.27% for this period. Low
interest rates, wildly gyrating stock
prices and the general uncertainty
surrounding global economies led
investors to flee stocks for the
perceived safety of U.S. Treasuries
during the late summer and early fall,
driving their prices up and their
yields to a 30-year low. As Treasuries
rallied, corporate bonds and
mortgage securities languished. Later
in the period, the bond market
underwent a reversal. Confronted with
improving conditions abroad and the
lingering fear of inflation from an
overheated U.S. economy, Treasuries
gave back nearly all of their
flight-to-quality gains captured
during the fall. As prices plunged,
yields soared to levels not seen since
early August. As such, Treasuries fell
out of favor. Conversely, unabated
demand for corporate bonds and
mortgage securities - both with
historically attractive valuations -
fueled rallies as each sector
managed strong returns relative to
comparable-duration Treasuries
during the last six months of the period.
For the year, the Lehman Brothers
Corporate Bond Index and the
Lehman Brothers Mortgage
Securities Index, reflective of the
strong turnaround, posted returns
of 5.82% and 6.16%, respectively.

(photograph of Ford O'Neil)

An interview with Ford O'Neil, Portfolio Manager of Fidelity
Intermediate Bond Fund

Q. HOW DID THE FUND PERFORM, FORD?

A. For the 12-month period that ended April 30, 1999, the fund
provided a total return of 6.03%. To get a sense of how the fund did
relative to its competitors, the short-intermediate investment grade
debt funds average returned 5.23% for the same 12-month period,
according to Lipper Inc. Additionally, the Lehman Brothers
Intermediate Government/Corporate Bond Index - which tracks the types
of securities in which the fund invests - returned 6.37% for the same
period.

Q. WHY DID THE FUND OUTPACE ITS PEERS DURING THE PAST YEAR?

A. The fund's performance was helped by its larger-than-average stake
in corporate and mortgage securities, both of which outpaced Treasury
securities during the past year. Although they temporarily stumbled
last fall, corporate securities fared well thanks to the continued
strength of the U.S. economy and sustained corporate profitability.
The fund was also helped by its security selection in the corporate
bond sector. The fund was heavily weighted toward the
telecommunications, media and cable sectors, which were among the
corporate bond market's best performing sectors. The fund also
benefited from what it didn't own throughout the first nine months of
the period, namely poor-performing oil and other commodity-based
companies. Global overproduction and soft demand for many goods and
services made it difficult for commodity producers to raise prices.
Turning to mortgage securities, I added to the fund's stake in them at
what I felt were very attractive prices in December 1998 and January
1999. After that, mortgage securities began to perform quite well when
rising interest rates calmed the prepayment fears that depressed the
mortgage market last fall.

Q. WHAT WERE OTHER FACTORS BEHIND THE FUND'S OUTPERFORMANCE?

A. The fund maintained a slightly longer-than-average duration - a
measure of how sensitive its 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. The fund is managed to have a
duration that approximates the Lehman Brothers Intermediate
Government/Corporate Bond Index. That index is comprised of Treasury,
agency and corporate securities with maturities between one and 10
years. The duration of that index - and thus, the fund - tends to be
slightly longer than the Lipper peer group average. When interest
rates fell precipitously from May through early October 1998, having a
slightly longer duration than the average fund was a plus for
Intermediate Bond Fund's performance. Granted, its longer duration
hurt performance in the second half of the period when interest rates
moved higher, but not enough to erase all the outperformance the fund
achieved from it in the first half.

Q. WHAT WERE THE DISAPPOINTMENTS DURING THE YEAR?

A. Commercial mortgage securities were disappointing. These securities
- - which are pools of commercial loans - came under severe pressure
last fall when some large hedge funds were forced to liquidate their
holdings in them. Commercial mortgage securities have, however, staged
a pretty significant comeback since the fourth quarter of 1998,
although they weren't able to erase all their earlier losses.

Q. WHAT'S YOUR OUTLOOK?

A. In my view, corporate securities are likely to outpace Treasuries
over the near term. That's why I'm likely to continue to carry a
relatively large weighting in them. As for mortgage securities, they
may be in the seventh or eighth inning of their outperformance
relative to Treasuries. If I feel that mortgage securities don't have
much more upside, I'm likely to look to other segments of the market -
such as agency and asset-backed securities - for more attractive
bargains.

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 AND DO NOT NECESSARILY REPRESENT THE VIEWS OF FIDELITY OR
ANY OTHER PERSON IN THE FIDELITY ORGANIZATION. ANY SUCH VIEWS ARE
SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS
AND FIDELITY DISCLAIMS ANY RESPONSIBILITY TO UPDATE SUCH VIEWS. THESE
VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND, BECAUSE
INVESTMENT DECISIONS FOR A FIDELITY FUND ARE BASED ON NUMEROUS
FACTORS, MAY NOT BE RELIED ON AS AN INDICATION OF TRADING INTENT ON
BEHALF OF ANY FIDELITY FUND.

(checkmark)FUND FACTS

GOAL: high current income by
investing mainly in
investment-grade debt
securities while normally
maintaining an average
maturity between three and
10 years

FUND NUMBER: 032

TRADING SYMBOL: FTHRX

START DATE: May 23, 1975

SIZE: as of April 30, 1999,
more than $3.5 billion

MANAGER: Ford O'Neil, since
1998; manager, various
Fidelity bond funds; joined
Fidelity in 1990

FORD O'NEIL ON THE
RELATIONSHIP BETWEEN VARIOUS
GLOBAL BOND MARKETS:

"The third quarter of 1998 served
as a graphic example of just how
interrelated the world's bond
markets have become over the
past several years. The catalyst for
the near meltdown in some bond
markets came when Russia
effectively defaulted on its debt.
That event, perhaps not
surprisingly, prompted a bond
sell-off in other emerging markets
in Southeast Asia and Latin
America. What did surprise many
observers, however, was that the
Russian default and the ensuing
emerging market sell-off had a
major effect on other, seemingly
unrelated, markets. What had
been a tsunami for emerging
markets turned into a tidal wave
for the high-yield corporate bond
market as well, with ripples being
felt as far away as the
investment-grade corporate and
agency bond markets. Hedge
funds that had bought
emerging-market debt with
borrowed funds - known as
"leverage" - were forced to sell
more liquid holdings in order to
cover losses they incurred from
emerging-market holdings. Five
years ago, it wasn't that easy for
investors to move capital around the
world that quickly. As a portfolio
manager, understanding
macroeconomic conditions and the
leverage in various foreign and
domestic bond markets - even
though I may not invest in them -
has become an important
concern."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
QUALITY DIVERSIFICATION AS OF
APRIL 30, 1999

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

Aaa 39.7 36.4

Aa 6.1 6.6

A 17.9 22.3

Baa 29.5 28.5

Ba and Below 1.3 1.5

Not Rated 1.1 1.3

</TABLE>

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

AVERAGE YEARS TO MATURITY AS
OF APRIL 30, 1999

6 MONTHS AGO

Years 5.5 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 APRIL 30, 1999

6 MONTHS AGO

Years 3.5 3.3

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

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF APRIL 30, 1999 *

Corporate bonds 57.6%
U.S. government
and agency
obligations 29.2%
Foreign government
obligations 4.3%
Other 4.5%
Short-term
investments 4.4%
* FOREIGN
INVESTMENTS 11.0%

Row: 1, Col: 1, Value: 4.4
Row: 1, Col: 2, Value: 4.5
Row: 1, Col: 3, Value: 4.3
Row: 1, Col: 4, Value: 29.2
Row: 1, Col: 5, Value: 57.6

AS OF OCTOBER 31, 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%
** FOREIGN
INVESTMENTS 11.7%

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

INVESTMENTS APRIL 30, 1999

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
NONCONVERTIBLE BONDS - 46.2%

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

AEROSPACE & DEFENSE - 0.9%

DEFENSE ELECTRONICS - 0.9%

Raytheon Co.:

6.3% 8/15/00 Baa1 $ 14,090 $ 14,195

6.45% 8/15/02 Baa1 17,810 18,060

32,255

BASIC INDUSTRIES - 0.7%

CHEMICALS & PLASTICS - 0.6%

Monsanto Co. 5.75% 12/1/05 (b) A2 21,000 20,606

PACKAGING & CONTAINERS - 0.1%

Corning, Inc. 6.3% 3/1/09 A3 4,250 4,237

PAPER & FOREST PRODUCTS - 0.0%

Fort James Corp. 6.625% Baa2 525 533
9/15/04

TOTAL BASIC INDUSTRIES 25,376

CONSTRUCTION & REAL ESTATE -
1.5%

REAL ESTATE - 0.2%

Cabot Industrial Properties Baa2 6,060 6,043
LP 7.125% 5/1/04

REAL ESTATE INVESTMENT TRUSTS
- - 1.3%

CenterPoint Properties Trust:

6.75% 4/1/05 Baa2 4,180 3,995

7.125% 3/15/04 Baa2 9,000 8,941

Equity Office Properties Trust:

6.376% 2/15/02 Baa1 8,450 8,414

6.5% 1/15/04 Baa1 3,125 3,097

6.5% 6/15/04 Baa1 9,450 9,343

Weeks Realty LP 6.875% 3/15/05 Baa2 11,700 11,679

45,469

TOTAL CONSTRUCTION & REAL 51,512
ESTATE

DURABLES - 0.2%

AUTOS, TIRES, & ACCESSORIES -
0.2%

Delphi Automotive Systems Baa2 7,650 7,640
Corp. 6.125% 5/1/04

NONCONVERTIBLE BONDS -
CONTINUED

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

ENERGY - 1.7%

ENERGY SERVICES - 0.2%

Baker Hughes, Inc. 5.8% A2 $ 7,800 $ 7,737
2/15/03 (b)

OIL & GAS - 1.5%

Conoco, Inc.:

5.9% 4/15/04 A3 4,000 3,971

6.95% 4/15/29 A3 6,320 6,249

Occidental Petroleum Corp.:

6.09% 11/29/99 Baa3 2,430 2,436

6.35% 11/9/00 Baa3 5,000 5,008

10.69% 7/27/00 Baa3 5,000 5,265

10.72% 4/6/00 Baa3 2,000 2,088

Petro-Canada 7% 11/15/28 A3 9,700 9,429

Vastar Resources, Inc. 6.5% Baa1 19,200 19,319
4/1/09

53,765

TOTAL ENERGY 61,502

FINANCE - 23.4%

BANKS - 9.8%

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

Banco Latinoamericano Baa2 5,850 5,788
Exportaciones SA euro 6.9%
12/4/99 (b)

Bank of Montreal 6.1% 9/15/05 A1 3,000 2,969

BankBoston Corp. 6.625% 2/1/04 A3 1,300 1,326

BankBoston NA 6.375% 3/25/08 A2 1,300 1,284

BanPonce Financial Corp. A3 3,850 3,884
6.75% 8/9/01

Boatmens Bancshares, Inc. Aa3 2,000 2,153
9.25% 11/1/01

Capital One Bank:

6.26% 5/7/01 Baa3 9,645 9,693

6.375% 2/15/03 Baa3 9,860 9,772

6.48% 6/28/02 Baa3 7,975 8,051

6.65% 3/15/04 Baa3 12,500 12,606

Capital One Financial Corp. Ba1 9,250 9,262
7.25% 5/1/06

Chase Manhattan Corp.:

8.5% 2/15/02 A1 2,750 2,933

9.75% 11/1/01 A1 5,030 5,484

Crestar Finanical Corp. 8.75% A2 7,100 7,896
11/15/04

Den Danske Bank AS 6.375% A1 25,800 25,711
6/15/08 (b)(d)

NONCONVERTIBLE BONDS -
CONTINUED

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

FINANCE - CONTINUED

BANKS - CONTINUED

First Chicago Corp. 6.3% Aa3 $ 2,000 $ 2,002
11/1/01

First Hawaiian, Inc. 6.25% A3 11,255 11,301
8/15/00

First Maryland Bancorp A3 2,895 2,928
10.375% 8/1/99

First National Bank Boston NA A2 4,950 5,239
7.375% 9/15/06

First Security Corp. 7.5% Baa1 5,300 5,515
9/1/02

First Tennessee National Baa1 7,020 7,143
Corp. 6.75% 11/15/05

First Union Corp. 7.5% 7/15/06 A2 8,000 8,570

Huntington National Bank A1 6,000 5,999
5.875% 1/15/01

Integra Financial Corp. 6.5% A2 4,200 4,233
4/15/00

Kansallis-Osake-Pankki (NY A2 2,250 2,272
Branch) yankee: 6.375%
8/15/00

10% 5/1/02 A3 17,415 19,204

Key Bank NA 5.8% 4/1/04 Aa3 7,000 6,941

Korea Development Bank:

6.625% 11/21/03 Baa3 7,520 7,281

7.125% 9/17/01 Baa3 2,230 2,237

7.125% 4/22/04 Baa3 3,000 2,970

7.375% 9/17/04 Baa3 2,550 2,527

yankee 6.5% 11/15/02 Baa3 2,476 2,405

MBNA Corp. 6.34% 6/2/03 Baa2 2,900 2,886

Mellon Financial Co. 9.25% A3 4,000 4,291
8/15/01

Merita Bank Ltd. yankee 6.5% A3 12,000 11,983
1/15/06

National Westminster Bancorp Aa3 12,335 13,950
9.375% 11/15/03

National Westminster Bank PLC Aa3 2,750 2,946
9.45% 5/1/01

NationsBank Corp. 6.5% 8/15/03 Aa3 4,000 4,081

NationsBank NA 5.75% 3/1/04 Aa2 5,000 4,979

Popular, Inc.:

6.2% 4/30/01 A3 7,360 7,341

6.4% 8/25/00 A3 8,120 8,141

Provident Bank 6.375% 1/15/04 Baa2 3,250 3,246

Providian National Bank:

6.25% 5/7/01 Baa3 12,300 12,326

6.7% 3/15/03 Baa3 10,000 10,031

Shawmut National Corp. 7.2% A3 7,610 7,903
4/15/03

Signet Bank 7.8% 9/15/06 A1 8,500 9,209

Skandinaviska Enskilda Banken A3 2,350 2,491
yankee 8.45% 5/15/02

NONCONVERTIBLE BONDS -
CONTINUED

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

FINANCE - CONTINUED

BANKS - CONTINUED

Union Planters Corp. 6.75% Baa2 $ 9,000 $ 9,028
11/1/05

US Bank NA 5.25% 6/4/03 Aa3 13,750 13,445

Zions Bancorp 8.625% 10/15/02 Baa1 3,900 4,175

347,014

CREDIT & OTHER FINANCE - 9.6%

Aristar, Inc. 6% 8/1/01 A3 15,000 15,036

Associates Corp. of North
America:

5.75% 11/1/03 Aa3 6,750 6,691

5.875% 7/15/02 Aa3 6,250 6,252

6% 4/15/03 Aa3 6,910 6,927

AT&T Capital Corp.:

6.25% 5/15/01 Baa3 21,680 21,832

6.875% 1/16/01 Baa3 7,080 7,198

Citigroup, Inc.:

5.8% 3/15/04 Aa2 18,000 17,839

9.5% 3/1/02 Aa2 2,000 2,189

Countrywide Funding Corp.:

5.62% 10/16/00 A3 8,000 7,973

6.45% 2/27/03 A3 15,900 16,038

Edison Mission Energy Funding Baa1 14,428 14,608
Corp. 6.77% 9/15/03 (b)

ERP Operating LP 6.55% A3 3,150 3,169
11/15/01

Finova Capital Corp.:

6.12% 5/28/02 Baa1 700 701

6.27% 9/29/00 Baa1 4,340 4,360

6.45% 6/1/00 Baa1 6,170 6,216

6.84% 8/8/00 Baa1 7,420 7,533

First Security Capital I A3 15,000 15,877
8.41% 12/15/26

Ford Motor Credit Co.:

5.125% 10/15/01 A1 5,745 5,677

6.5% 2/28/02 A1 4,255 4,329

6.625% 6/30/03 A1 1,000 1,023

7.5% 1/15/03 A1 5,500 5,768

General Motors Acceptance
Corp.:

5.5% 1/14/02 A2 7,500 7,440

6.625% 1/10/02 A2 6,000 6,114

NONCONVERTIBLE BONDS -
CONTINUED

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

FINANCE - CONTINUED

CREDIT & OTHER FINANCE -
CONTINUED

GS Escrow Corp.:

7% 8/1/03 Ba1 $ 5,000 $ 5,018

7.125% 8/1/05 Ba1 16,550 16,676

Heller Financial, Inc.:

6.25% 3/1/01 A3 8,200 8,267

6.5% 5/15/00 A3 10,915 11,008

MCN Investment Corp. 6.82% Baa3 9,400 9,403
5/13/99

Money Store, Inc. 7.3% 12/1/02 A2 6,800 7,111

Morgan Stanley Dean Witter & Aa3 14,000 14,453
Co. 6.875% 3/1/03

Norwest Financial, Inc. Aa3 6,500 6,358
5.375% 9/30/03

Popular North America, Inc. A3 5,000 5,027
6.625% 10/27/02

Sears Credit Account Master Aaa 3,240 3,272
Trust II 7% 1/15/04

Sprint Capital Corp.:

5.7% 11/15/03 Baa1 16,840 16,664

6.875% 11/15/28 Baa1 13,555 13,147

Toyota Motor Credit Corp. Aa1 6,000 5,917
5.625% 11/13/03

Trizec Finance Ltd. yankee Baa3 13,146 14,461
10.875% 10/15/05

Yorkshire Power Finance Ltd. Baa2 15,000 14,711
yankee 6.496% 2/25/08

342,283

INSURANCE - 0.8%

Metropolitan Life Insurance
Co.:

6.3% 11/1/03 (b) A1 4,500 4,508

7% 11/1/05 (b) A1 5,000 5,098

Western National Corp. 7.125% A2 18,430 19,196
2/15/04

28,802

SAVINGS & LOANS - 1.7%

Ahmanson (H.F.) & Co.:

5.88% 2/27/01 A3 10,500 10,514

7.875% 9/1/04 Baa1 1,250 1,319

Great Western Financial Corp. A3 11,200 11,285
6.375% 7/1/00

Home Savings of America FSB A3 10,300 10,183
6.5% 8/15/04

Long Island Savings Bank FSB:

6.2% 4/2/01 Baa3 7,030 7,052

7% 6/13/02 Baa3 10,400 10,643

Sovereign Bancorp, Inc. Ba1 10,300 10,309
6.625% 3/15/01

61,305

NONCONVERTIBLE BONDS -
CONTINUED

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

FINANCE - CONTINUED

SECURITIES INDUSTRY - 1.5%

Amvescap PLC:

yankee 6.375% 5/15/03 A3 $ 15,650 $ 15,651

yankee 6.6% 5/15/05 A3 10,950 10,791

Goldman Sachs Group L.P.:

6.2% 2/15/01 A1 5,220 5,254

6.6% 7/15/02 (b) A1 4,200 4,253

Merrill Lynch & Co., Inc. Aa3 15,000 14,951
5.71% 1/15/02

50,900

TOTAL FINANCE 830,304

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.0%

Tyco International Group SA:

6.125% 11/1/08 Baa1 10,000 9,706

yankee:

6.125% 6/15/01 Baa1 12,500 12,576

6.375% 6/15/05 Baa1 12,420 12,531

TOTAL INDUSTRIAL MACHINERY & 34,813
EQUIPMENT

MEDIA & LEISURE - 3.9%

BROADCASTING - 2.3%

Continental Cablevision, Inc.:

8.5% 9/15/01 Baa3 14,000 14,745

9% 9/1/08 Baa3 1,000 1,172

Cox Communications, Inc. 6.5% Baa2 1,500 1,525
11/15/02

Hearst-Argyle Television, Baa3 15,250 15,453
Inc. 7% 11/15/07

TCI Communications, Inc.:

8.25% 1/15/03 A2 8,545 9,229

9.8% 2/1/12 A2 10,000 12,883

Time Warner, Inc.:

7.95% 2/1/00 Baa3 15,920 16,202

7.975% 8/15/04 Baa3 9,000 9,696

80,905

ENTERTAINMENT - 0.9%

Paramount Communications, Baa3 8,150 8,428
Inc. 7.5% 1/15/02

NONCONVERTIBLE BONDS -
CONTINUED

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

MEDIA & LEISURE - CONTINUED

ENTERTAINMENT - CONTINUED

Viacom, Inc.:

6.75% 1/15/03 Baa3 $ 16,898 $ 17,198

7.75% 6/1/05 Baa3 6,970 7,383

33,009

PUBLISHING - 0.7%

News America Holdings, Inc.:

8.5% 2/15/05 Baa3 2,080 2,277

8.625% 2/1/03 Baa3 4,000 4,318

Time Warner Entertainment Co.
LP:

7.25% 9/1/08 Baa2 3,445 3,662

8.375% 3/15/23 Baa2 4,500 5,222

10.15% 5/1/12 Baa2 8,090 10,450

25,929

TOTAL MEDIA & LEISURE 139,843

NONDURABLES - 1.9%

BEVERAGES - 0.9%

Seagram JE & Sons, Inc.:

5.79% 4/15/01 Baa3 10,345 10,314

6.625% 12/15/05 Baa3 20,000 20,042

30,356

FOODS - 0.3%

ConAgra, Inc. 5.5% 10/15/02 Baa1 12,000 11,820

TOBACCO - 0.7%

Imperial Tobacco Overseas Bv Baa2 18,000 17,864
7.125% 4/1/09

Philip Morris Companies, Inc.:

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

9.25% 2/15/00 A2 5,909 6,070

25,469

TOTAL NONDURABLES 67,645

NONCONVERTIBLE BONDS -
CONTINUED

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

RETAIL & WHOLESALE - 2.4%

DRUG STORES - 0.5%

Rite Aid Corp.:

5.5% 12/15/00 (b) Baa1 $ 7,500 $ 7,425

6% 12/15/05 (b) Baa1 8,000 7,655

15,080

GENERAL MERCHANDISE STORES -
1.8%

Dayton Hudson Corp.:

6.8% 10/1/01 A3 16,500 16,895

9.65% 6/15/00 Baa1 2,000 2,092

9.75% 7/1/02 A3 2,200 2,444

10% 12/1/00 A3 9,328 9,940

Federated Department Stores,
Inc.:

6.79% 7/15/27 Baa2 9,300 9,393

8.125% 10/15/02 Baa2 6,200 6,595

8.5% 6/15/03 Baa2 15,700 17,047

64,406

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.1%

USA Networks, Inc./USANI LLC Ba1 4,350 4,328
6.75% 11/15/05 (b)

TOTAL RETAIL & WHOLESALE 83,814

SERVICES - 0.6%

ADVERTISING - 0.6%

Clear Channel Communications,
Inc.:

6.625% 6/15/08 Baa3 16,250 16,109

6.875% 6/15/18 Baa3 6,390 6,116

22,225

TECHNOLOGY - 1.3%

COMPUTERS & OFFICE EQUIPMENT
- - 1.3%

Comdisco, Inc.:

5.75% 2/15/01 Baa1 19,700 19,613

6% 1/30/02 Baa1 11,850 11,839

6.04% 6/29/00 Baa1 5,000 5,020

6.45% 11/13/00 Baa1 1,500 1,514

6.65% 11/13/01 Baa1 3,000 3,037

NONCONVERTIBLE BONDS -
CONTINUED

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

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - CONTINUED

Comdisco, Inc.: - continued

9.3% 6/27/00 Baa2 $ 2,950 $ 3,067

9.45% 6/8/00 Baa2 1,740 1,811

45,901

TRANSPORTATION - 2.1%

AIR TRANSPORTATION - 0.4%

Continental Airlines, Inc. Baa1 8,007 8,060
Pass Through Trust
Certificates 7.42% 10/1/08

United Air Lines, Inc. 9% Baa3 5,450 5,949
12/15/03

14,009

RAILROADS - 1.7%

Burlington Northern Santa Fe Baa2 19,000 19,147
Corp. 6.53% 7/15/37

Canadian National Railway Co. Baa2 8,650 8,443
6.9% 7/15/28

CSX Corp.:

6.46% 6/22/05 Baa2 8,500 8,505

7.05% 5/1/02 Baa2 5,000 5,127

Union Pacific 6.34% 11/25/03 Baa3 10,000 10,012

Wisconsin Central Baa2 9,370 9,265
Transportation Corp. 6.625%
4/15/08

60,499

TOTAL TRANSPORTATION 74,508

UTILITIES - 4.6%

CELLULAR - 0.9%

360 Degrees Communications A2 5,000 5,183
Co. 7.125% 3/1/03

Cable & Wireless
Communications PLC:

6.375% 3/6/03 Baa1 20,490 20,534

6.625% 3/6/05 Baa1 5,600 5,643

31,360

ELECTRIC UTILITY - 1.1%

Avon Energy Partners Holdings Baa2 21,000 21,228
6.73% 12/11/02 (b)

Niagara Mohawk Power Corp. Baa3 7,945 8,078
6.875% 3/1/01

NONCONVERTIBLE BONDS -
CONTINUED

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

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

Philadelphia Electric Co.:

6.5% 5/1/03 Baa1 $ 4,800 $ 4,899

8% 4/1/02 Baa1 4,050 4,281

38,486

GAS - 1.5%

Cms Panhandle Holding Co.:

6.125% 3/15/04 (b) Baa3 6,250 6,250

7% 7/15/29 (b) Baa3 4,750 4,750

Columbia Gas System, Inc. A3 5,328 5,406
6.61% 11/28/02

Enserch Corp. 6.25% 1/1/03 Baa2 4,000 4,021

InterNorth, Inc. 9.625% Baa2 9,610 11,084
3/15/06

K N Energy, Inc. 6.8% 3/1/08 Baa2 10,000 10,190

Kern River Funding Corp. A2 6,830 6,895
6.42% 3/31/01 (b)

Southwest Gas Corp. 9.75% Baa2 3,840 4,209
6/15/02

52,805

TELEPHONE SERVICES - 1.1%

MCI WorldCom, Inc.:

6.125% 8/15/01 Baa2 11,120 11,190

6.25% 8/15/03 Baa2 4,000 4,028

6.4% 8/15/05 Baa2 12,650 12,803

8.875% 1/15/06 Baa2 11,031 11,850

39,871

TOTAL UTILITIES 162,522

TOTAL NONCONVERTIBLE BONDS 1,639,860
(Cost $1,639,741)

U.S. GOVERNMENT AND
GOVERNMENT AGENCY
OBLIGATIONS - 17.4%

U.S. GOVERNMENT AGENCY
OBLIGATIONS - 8.7%

Fannie Mae:

5.44% 1/24/01 Aaa 4,755 4,761

6.15% 12/10/07 Aaa 10,000 10,120

6.34% 10/16/07 Aaa 10,000 10,248

6.69% 8/7/01 Aaa 3,000 3,084

Federal Farm Credit Bank Aaa 1,000 1,001
5.54% 9/10/03

U.S. GOVERNMENT AND
GOVERNMENT AGENCY
OBLIGATIONS - CONTINUED

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

U.S. GOVERNMENT AGENCY
OBLIGATIONS - CONTINUED

Federal Home Loan Bank:

4.96% 10/7/05 Aaa $ 11,600 $ 11,114

5.195% 9/11/01 Aaa 7,100 7,075

6.26% 9/24/04 Aaa 3,500 3,571

6.89% 4/6/04 Aaa 4,465 4,677

7.36% 7/1/04 Aaa 19,335 20,673

7.38% 8/5/04 Aaa 5,890 6,308

7.46% 9/9/04 Aaa 5,070 5,448

7.59% 3/10/05 Aaa 3,010 3,280

Financing Corp. Coupon Strip:

0% 12/6/03 Aaa 2,168 1,679

0% 10/5/05 Aaa 1,000 688

Freddie Mac:

5.85% 2/21/06 Aaa 2,425 2,436

7.93% 1/20/05 Aaa 12,195 13,466

8% 1/26/05 Aaa 7,300 8,086

8.115% 1/31/05 Aaa 25,475 28,369

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 4,088 4,042

Series 1993 D, 5.23% 5/15/05 Aaa 3,101 3,062

Series 1994 C, 6.61% 9/15/99 Aaa 85 86

Series 1995 A, 6.28% 6/15/04 Aaa 22,009 22,341

Series 1996 A, 6.55% 6/15/04 Aaa 11,291 11,534

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 2,460 2,607

Series 1997 A, 6.104% 7/15/03 Aaa 15,000 15,129

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

Series 1994 195, 6.08% Aaa 8,498 8,636
8/15/04 (callable)

Series 1996 A1, 6.726% - 17,000 17,410
9/15/10 (callable)

Series 1998-196A, 5.926% - 10,321 10,466
6/15/05

Private Export Funding Corp.:

secured:

5.8% 2/1/04 Aaa 17,000 17,066

6.62% 10/1/05 Aaa 10,000 10,277

U.S. GOVERNMENT AND
GOVERNMENT AGENCY
OBLIGATIONS - CONTINUED

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

U.S. GOVERNMENT AGENCY
OBLIGATIONS - CONTINUED

Private Export Funding Corp.:
- - continued

5.31% 11/15/03 (b) Aaa $ 13,000 $ 12,644

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

5.89% 8/15/05 Aaa 7,917 7,938

6.625% 8/15/03 Aaa 15,800 16,312

U.S. Department of Housing Aaa 3,715 3,982
and Urban Development
government guaranteed
participation certificates
Series 1996-A, 7.66% 8/1/15

309,616

U.S. TREASURY OBLIGATIONS -
8.7%

U.S. Treasury Bond:

10.75% 5/15/03 Aaa 69,900 83,498

12% 8/15/13 Aaa 41,700 60,621

14% 11/15/11 Aaa 62,800 95,024

U.S. Treasury Notes:

5.75% 10/31/00 Aaa 10,040 10,139

6.375% 5/15/00 Aaa 23,470 23,800

7% 7/15/06 Aaa 20,000 21,872

7.875% 8/15/01 Aaa 13,000 13,760

308,714

TOTAL U.S. GOVERNMENT AND 618,330
GOVERNMENT AGENCY OBLIGATIONS
(Cost $618,986)

U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES - 11.8%

FANNIE MAE - 6.4%

6% 2/1/29 Aaa 14,108 13,671

6.5% 3/1/26 to 1/1/29 (f) Aaa 120,913 120,119

7% 7/1/25 to 4/1/29 Aaa 20,639 20,912

7.5% 8/1/13 to 12/1/28 Aaa 57,778 59,393

U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES -
CONTINUED

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

FANNIE MAE - CONTINUED

7.5% 5/1/29 (c) Aaa $ 12,585 $ 12,939

12.5% 8/1/13 to 8/1/15 Aaa 190 219

227,253

FREDDIE MAC - 0.1%

7% 4/1/01 to 5/1/05 Aaa 4,408 4,429

8.5% 6/1/13 Aaa 59 62

4,491

GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION - 5.3%

6.5% 5/15/29 (c) Aaa 60,000 59,663

7% 8/15/25 to 12/15/28 Aaa 125,104 126,946

7.5% 3/15/28 Aaa 776 800

8% 5/15/22 Aaa 15 15

9.5% 9/15/09 to 10/15/15 Aaa 85 91

10% 12/15/13 to 8/15/17 Aaa 175 189

187,704

TOTAL U.S. GOVERNMENT AGENCY 419,448
- - MORTGAGE SECURITIES
(Cost $421,528)

ASSET-BACKED SECURITIES - 11.4%

Aesop Funding II LLC 6.22% Aaa 14,800 14,879
10/20/01 (b)

American Express Master Trust Aaa 12,000 12,009
5.9% 5/15/03

BankAmerica Manufacturing
Housing Contract:

6.11% 1/10/08 Aaa 10,000 10,022

6.2% 4/10/09 Aaa 7,930 7,944

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

Capita Equipment Receivables
Trust:

6.45% 8/15/02 Aa3 12,420 12,528

6.57% 3/15/01 Aa3 7,200 7,235

Case Equipment Loan Trust Aa2 4,370 4,373
5.85% 2/15/03

Chase Manhattan Auto Owner Aaa 10,000 10,047
Trust 5.85% 5/15/03

Chase Manhattan Grantor Trust A3 1,839 1,856
6.76% 9/15/02

Chevy Chase Auto Receivables
Trust:

5.9% 7/15/03 Aaa 6,520 6,532

6.2% 3/20/04 Aaa 8,317 8,357

ASSET-BACKED SECURITIES -
CONTINUED

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

CIT Marine Trust 5.8% 4/15/10 Aaa $ 6,000 $ 5,928

Citibank Credit Card Master A1 15,000 14,998
Trust I 5.875% 1/15/03

CPS Auto Grantor Trust:

6.55% 8/15/02 Aaa 3,995 4,024

6.7% 2/15/02 Aaa 1,938 1,950

CS First Boston Mortgage
Securities Corp.:

6.05% 6/15/27 Aaa 5,308 5,311

7% 3/15/27 Aaa 6,000 6,065

Dayton Hudson Credit Card Aaa 4,500 4,484
Master Trust 5.9% 5/25/06

Discover Card Master Trust I Aaa 7,500 7,519
5.75% 10/16/03

Fidelity Funding Auto Trust Aaa 2,358 2,384
6.99% 11/15/02 (b)

Ford Credit Auto Owner Trust:

5.95% 10/15/02 A2 15,500 15,514

6.2% 12/15/02 Baa3 7,080 7,037

6.4% 12/15/02 Baa3 3,810 3,800

Green Tree Financial Corp.:

6.1% 4/15/27 Aaa 1,221 1,222

6.45% 5/15/27 Aaa 386 386

6.68% 1/15/29 AAA 20,000 20,244

6.7% 5/15/27 Aaa 9,220 9,272

7.15% 7/15/27 Aaa 3,000 3,026

Green Tree Lease Finance LLC A 4,000 3,991
6.66% 10/20/04

Key Auto Finance Trust:

6.25% 10/15/03 Aaa 6,975 7,056

6.65% 10/15/03 Baa3 2,202 2,219

KeyCorp Auto Grantor Trust A3 83 83
5.8% 7/15/00

MBNA Master Credit Card Trust Aaa 16,500 17,006
II 6.55% 1/15/07

Newcourt Equipment Trust Aaa 18,000 17,896
Securities sequential pay
Series 1998-1 Class A3,
5.24% 12/20/02

Olympic Automobile
Receivables Trust:

6.125% 11/15/04 Aaa 4,009 4,008

6.4% 9/15/01 Aaa 6,969 6,951

Onyx Acceptance Grantor Trust Aaa 5,984 6,022
6.2% 6/15/03

Petroleum Enhanced Trust Baa2 12,313 12,236
Receivables Offering
Petroleum Trust 6.125%
2/5/03 (b)(d)

Premier Auto Trust 6.35% A3 10,800 10,817
7/6/00

ASSET-BACKED SECURITIES -
CONTINUED

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

Railcar Trust 7.75% 6/1/04 Aaa $ 9,601 $ 10,097

Reliance Auto Receivables Aaa 1,724 1,723
Corp., Inc. 6.1% 7/15/02 (b)

Sears Credit Account Master
Trust II:

6.2% 2/16/06 Aaa 14,275 14,400

6.5% 10/15/03 Aaa 12,349 12,388

Tranex Auto Receivables Owner Aaa 7,262 7,296
Trust 6.334% 8/15/03 (b)

Triad Auto Receivables Owner Aaa 7,862 7,788
Trust 5.98% 9/17/05

Union Acceptance Corp. 7.075% Baa2 504 504
7/10/02

Western Financial Grantor
Trust:

5.875% 3/1/02 Aaa 6,109 6,095

6.05% 11/1/00 Aaa 1,081 1,092

WFS Financial Owner Trust:

6.4% 7/20/02 Aaa 13,920 13,946

6.9% 12/20/03 Aaa 13,870 13,749

7.05% 11/20/03 Aaa 16,894 16,915

TOTAL ASSET-BACKED SECURITIES 406,044
(Cost $404,857)

COLLATERALIZED MORTGAGE
OBLIGATIONS - 0.2%

U.S. GOVERNMENT AGENCY - 0.2%

Freddie Mac planned Aaa 8,500 8,173
amortization class Series
1380 Class L, 5% 10/15/07
(Cost $8,401)

COMMERCIAL MORTGAGE
SECURITIES - 4.3%

Allied Capital Commercial Aaa 11,893 11,875
Mortgage Trust sequential
pay Series 1998-1 Class A,
6.31% 1/25/28 (b)

Bankers Trust II Series Baa2 11,499 11,497
1999-S1A, 7.0925% 2/28/14
(b)(d)

Commercial Mortgage Asset Aaa 2,000 2,003
Trust sequential pay Series
1999-C1 Class A3, 6.64%
9/17/10

CS First Boston Mortgage
Securities Corp.:

sequential pay Series - 12,076 12,054
1997-SPICE Class A, 6.653%
8/20/36 (b)

COMMERCIAL MORTGAGE
SECURITIES - CONTINUED

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

CS First Boston Mortgage
Securities Corp.: - continued

Series 1995-WF1 Class A-2, AAA $ 12,840 $ 12,816
6.648% 12/21/27

Series 1998 FLI Class E, Baa2 15,000 14,667
5.7888% 1/10/13 (b)(d)

Deutsche Mortgage & Asset Baa2 10,000 9,334
Receiving Corp. Series
1998-C1 Class D, 7.231%
7/15/12

Federal Deposit Insurance Aaa 11,179 11,238
Corp. Remic Trust sequential
pay Series 1996-C1 Class 1A,
6.75% 7/25/26

FMAC Loan Receivables Trust Aaa 4,809 4,740
sequential pay Series 1998-C
Class A1 Notes, 5.99%
9/15/20 (b)

GS Mortgage Securities Corp. Aaa 16,070 16,546
II Series 1997-GL Class
A2-B, 6.86% 7/13/30

Kidder Peabody Acceptance Aaa 795 793
Corp. I sequential pay
Series 1993-M1 Class A-2,
7.15% 4/25/25

LTC Commercial Mortgage Pass AAA 9,824 9,592
Through Certificates Series
1998-1 Class A, 6.029%
5/30/30 (b)

Midland Realty Acceptance Aaa 4,844 4,863
Corp. sequential pay Series
1997-C1 Class A1, 7.315%
4/25/03

Resolution Trust Corp. Series Baa2 2,691 2,656
1995-C2 Class D, 7% 5/25/27

Structured Asset Securities
Corp.:

sequential pay Series 1996 AAA 2,060 2,049
Class A-2A, 7.75% 2/25/28

Series 1996-C3 Class B, A+ 208 207
7.125% 6/25/30 (b)(d)

Thirteen Affiliates of A2 20,000 19,931
General Growth Properties,
Inc. Series 1 Class C-1,
6.762% 12/15/07 (b)

Wells Fargo Capital Markets Aaa 6,856 6,941
Apartment Financing Trust
Series APT Class 1, 6.56%
12/29/05 (b)

TOTAL COMMERCIAL MORTGAGE 153,802
SECURITIES
(Cost $154,494)

FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY
OBLIGATIONS - 4.3%

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

Alberta Province yankee Aa2 $ 9,000 $ 9,321
9.25%, 4/1/00 (e)

Chile, Republic of 6.875% Baa1 8,550 8,405
4/28/09 (e)

Korean Republic:

8.75% 4/15/03 (e) Baa3 7,850 8,252

8.875% 4/15/08 (e) Baa3 16,930 18,322

Manitoba Province yankee Aa3 26,500 27,416
6.875% 9/15/02 (e)

Nova Scotia Province yankee A3 17,033 18,769
9.375% 7/15/02 (e)

Ontario Province yankee:

global 7.75% 6/4/02 (e) Aa3 11,000 11,636

7.375% 1/27/03 (e) Aa3 7,500 7,909

8% 10/17/01 (e) Aa3 3,200 3,374

Quebec Province:

7% 1/30/07 (e) A2 9,500 9,968

yankee 6.5% 1/17/06 (e) A2 10,000 10,187

State of Israel yankee 7.25% A3 21,000 19,377
12/15/28 (e)

TOTAL FOREIGN GOVERNMENT AND 152,936
GOVERNMENT AGENCY OBLIGATIONS
(Cost $154,146)

CASH EQUIVALENTS - 4.4%

MATURITY AMOUNT (000S)

Investments in repurchase $ 155,254 155,190
agreements (U.S. Government
obligations), in a joint
trading account at 4.95%,
dated 4/30/99 due 5/3/99
(Cost $155,190)

TOTAL INVESTMENT IN $ 3,553,783
SECURITIES - 100%
(Cost $3,557,343)

</TABLE>

LEGEND

(a) Standard & Poor's(registered trademark) 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 $296,489,000 or 8.4% of net assets.

(d) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.

(e) For foreign government obligations not individually rated by S&P
or Moody's, the ratings listed have been assigned by FMR, the fund's
investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.

(f) A portion of these securities were sold on a delayed delivery or
when-issued basis.

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 62.2% AAA, AA, A 59.7%

Baa 29.5% BBB 28.7%

Ba 1.3% BB 1.5%

B 0.0% B 0.0%

Caa 0.0% CCC 0.0%

Ca, C 0.0% CC, C 0.0%

D 0.0%

The percentage not rated by Moody's or S&P amounted to 1.1%.
Distribution of investments by country of issue, as a percentage of
total value of investments in securities, is as follows:

United States of America 89.0%

Canada 3.8

United Kingdom 2.2

Korea (South) 1.3

Others (individually less 3.7
than 1%)

100.0%

INCOME TAX INFORMATION

At April 30, 1999, the aggregate cost of investment securities for
income tax purposes was $3,557,610,000. Net unrealized depreciation
aggregated $3,827,000, of which $21,763,000 related to appreciated
investment securities and $25,590,000 related to depreciated
investment securities.

At April 30, 1999, the fund had a capital loss carryforward of
approximately $13,214,000 of which $7,401,000 and $5,813,000 will
expire on April 30, 2005 and 2006, respectively.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) APRIL 30, 1999

ASSETS

Investment in securities, at $ 3,553,783
value (including repurchase
agreements of $155,190)
(cost $3,557,343) - See
accompanying schedule

Commitment to sell securities $ (59,662)
on a delayed delivery basis

Receivable for securities 60,007 345
sold on a delayed delivery
basis

Receivable for investments 20,971
sold, regular delivery

Cash 1,749

Receivable for fund shares 6,190
sold

Interest receivable 50,387

Other receivables 10

TOTAL ASSETS 3,633,435

LIABILITIES

Payable for investments 35,486
purchased Regular delivery

Delayed delivery 73,232

Payable for fund shares 7,197
redeemed

Distributions payable 576

Accrued management fee 1,253

Other payables and accrued 847
expenses

TOTAL LIABILITIES 118,591

NET ASSETS $ 3,514,844

Net Assets consist of:

Paid in capital $ 3,537,169

Distributions in excess of (5,630)
net investment income

Accumulated undistributed net (13,480)
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation (3,215)
(depreciation) on investments

NET ASSETS, for 346,336 $ 3,514,844
shares outstanding

NET ASSET VALUE, offering $10.15
price and redemption price
per share ($3,514,844
(divided by) 346,336 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED APRIL 30, 1999

INVESTMENT INCOME $ 221,934
Interest

EXPENSES

Management fee $ 14,446

Transfer agent fees 6,589

Accounting fees and expenses 708

Non-interested trustees' 22
compensation

Custodian fees and expenses 90

Registration fees 237

Audit 27

Legal 11

Miscellaneous 6

Total expenses before 22,136
reductions

Expense reductions (327) 21,809

NET INVESTMENT INCOME 200,125

REALIZED AND UNREALIZED GAIN 15,527
(LOSS)
Net realized gain (loss) on
investment securities

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (24,343)

Delayed delivery commitments 345 (23,998)

NET GAIN (LOSS) (8,471)

NET INCREASE (DECREASE) IN $ 191,654
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS YEAR ENDED APRIL 30, 1999 YEAR ENDED APRIL 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 200,125 $ 200,084
income

Net realized gain (loss) 15,527 6,093

Change in net unrealized (23,998) 57,252
appreciation (depreciation)

NET INCREASE (DECREASE) IN 191,654 263,429
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (199,034) (200,163)
from net investment income

Share transactions Net 2,461,866 2,114,281
proceeds from sales of shares

Reinvestment of distributions 191,145 192,062

Cost of shares redeemed (2,223,191) (2,360,590)

NET INCREASE (DECREASE) IN 429,820 (54,247)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 422,440 9,019
IN NET ASSETS

NET ASSETS

Beginning of period 3,092,404 3,083,385

End of period (including $ 3,514,844 $ 3,092,404
distributions in excess of
net investment income of
$5,630 and $7,383,
respectively)

OTHER INFORMATION
Shares

Sold 240,581 208,417

Issued in reinvestment of 18,681 18,954
distributions

Redeemed (217,232) (232,678)

Net increase (decrease) 42,030 (5,307)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

YEARS ENDED APRIL 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning $ 10.160 $ 9.960 $ 10.050 $ 10.030 $ 10.230
of period

Income from Investment .613 B .646 B .647 B .684 .591
Operations Net investment
income

Net realized and unrealized (.013) .200 (.060) (.004) (.074)
gain (loss)

Total from investment .600 .846 .587 .680 .517
operations

Less Distributions

From net investment income (.610) (.646) (.647) (.660) (.598)

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

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

Return of capital - - - - (.019)

Total distributions (.610) (.646) (.677) (.660) (.717)

Net asset value, end of period $ 10.150 $ 10.160 $ 9.960 $ 10.050 $ 10.030

TOTAL RETURN A 6.03% 8.70% 6.02% 6.85% 5.32%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 3,515 $ 3,092 $ 3,083 $ 2,881 $ 2,463
(in millions)

Ratio of expenses to average .66% .66% .71% .73% .68%
net assets

Ratio of expenses to average .65% C .65% C .69% C .71% C .68%
net assets after expense
reductions

Ratio of net investment 6.00% 6.37% 6.46% 6.48% 6.31%
income to average net assets

Portfolio turnover rate 108% 90% 116% 169% 75%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1999

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.

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
and settlement date on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.

INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."

INVESTMENT INCOME. Interest income, which includes accretion of
original issue discount, is accrued as earned.

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.

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.

1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and
paid monthly from net investment income. Distributions from realized
gains, if any, are recorded on the ex-dividend date. Income and
capital gain distributions are determined in accordance with income
tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for
paydown gains/losses on certain securities, market discount, capital
loss carryforwards, and losses deferred due to wash sales.

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.

DELAYED DELIVERY TRANSACTIONS. The fund may purchase or sell
securities on a delayed delivery basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of
the underlying securities and the date when the securities will be
delivered and paid for are fixed at the time the transaction is
negotiated. The market values of the securities purchased on a delayed
delivery basis are identified as such in the fund's schedule of
investments. The fund may receive compensation for interest forgone in
the purchase of a delayed delivery security. With respect to purchase
commitments, the fund identifies securities as segregated in its
records with a value at least equal to the amount of the commitment.
Losses may arise due to changes in the market value of the underlying
securities or if the counterparty does not perform under the contract.

2. OPERATING POLICIES -
CONTINUED

RESTRICTED SECURITIES - CONTINUED

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 $3,771,678,000 and $3,470,615,000, respectively, of which
U.S. government and government agency obligations aggregated
$2,242,781,000 and $1,864,854,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates ranged from .1100% to .3700% for the
period. The annual individual fund fee rate is .30%. In the event that
these rates were lower than the contractual rates in effect during the
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. For the period, the management
fee was equivalent to an annual rate of .43% of average net assets.

SUB-ADVISER FEE. FMR, on behalf of the fund, has entered into a
sub-advisory agreement (effective January 1, 1999) with Fidelity
Investments Money Management, Inc. (FIMM), a wholly owned subsidiary
of FMR. For its services, FIMM receives a fee from FMR of 50% of the
management fee payable to FMR. The fee is paid prior to any voluntary
expense reimbursements which may be in effect.

TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .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
$20,000 and $307,000 respectively, under these arrangements.

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of Fidelity Intermediate Bond Fund:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Fidelity Intermediate Bond
Fund as of April 30, 1999, and the related statements of operations,
changes in net assets and financial highlights for the year then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial
highlights based on our audit. The statement of changes in net assets
for the year ended April 30, 1998, and the financial highlights for
each of the years in the four-year period ended April 30, 1998 were
audited by other auditors whose report, dated June 5, 1998, expressed
an unqualified opinion on those statements and financial highlights.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of the securities owned at April 30, 1999, by
correspondence with the custodian and brokers; where replies were not
received from brokers, we performed other auditing procedures. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that out audit
provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Fidelity Intermediate Bond Fund at April 30, 1999, the results of its
operations, the changes in its net assets, and its financial
highlights for the year then ended in conformity with generally
accepted accounting principles.

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 8, 1999

OTHER FUND INFORMATION

CHANGE IN INDEPENDENT AUDITOR. Based on the recommendation of the
Audit Committee of Fidelity Intermediate Bond Fund, the Board of
Trustees has determined not to retain PricewaterhouseCoopers LLP as
the fund's independent auditor and voted to appoint Deloitte & Touche
LLP for the fiscal year ended April 30, 1999. For the fiscal years
ended April 30, 1998 and April 30, 1997, PricewaterhouseCoopers LLP's
audit reports contained no adverse opinion or disclaimer of opinion;
nor were the reports qualified as to uncertainty, audit scope, or
accounting principles. Further, there were no disagreements between
the fund and PricewaterhouseCoopers LLP on accounting principles,
financial statement disclosure or audit scope, which if not resolved
to the satisfaction of PricewaterhouseCoopers LLP would have caused it
to make reference to the disagreement in connection with its report.

DISTRIBUTIONS

A total of 11.52% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

OF SPECIAL NOTE

INTRODUCING FIDELITY'S NEW, REORGANIZED PROSPECTUS

Recently, the SEC issued new disclosure requirements for all mutual
fund prospectuses. While Fidelity could have complied by simply
following the new requirements, we saw a different opportunity. We saw
the chance to create a brand new prospectus: one that is better
organized, easier to use and more informative than ever.

The new format of the Fidelity mutual fund prospectus puts the
information you need to make informed investment decisions right at
your fingertips. In the opening pages, you will find the SEC-mandated
summary that highlights the fund's investment objectives, strategies
and risks. There's also an easy-to-read performance chart and fee
table right up front.

Inside, you will find additional features we've introduced to make the
fund prospectus a more useful tool. In our new Shareholder Information
section, for example, we have provided practical, beneficial
information - from how to buy or sell shares, key contact information,
investment services, ways to set up your account and more - all in one
convenient location.

We invite you to spend a moment and review our new prospectus. It is
designed to help make your investment decision easier, no matter which
of the Fidelity funds you invest in.

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
Fidelity Investments Money
Management, Inc., Merrimack, NH

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
Matthew N. Karstetter, Deputy 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-ANN-0699 78027
1.703559.101

TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN
The Bank of New York
New York, NY

FIDELITY'S TAXABLE BOND FUNDS
Capital & Income
Ginnie Mae
Government Income
High Income
Intermediate Bond
Intermediate Government Income
International Bond
Investment Grade Bond
New Markets Income
Short-Term Bond
Spartan(registered trademark) Government Income
Spartan Investment Grade Bond
Spartan Short-Term Bond
Strategic Income
Target TimelineSM 1999, 2001 & 2003

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
TouchTone Xpress(registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY
LARGE CAP STOCK
FUND

ANNUAL REPORT
APRIL 30, 1999

(2_FIDELITY_LOGOS)(registered trademark)

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.

REPORT OF INDEPENDENT 26 The auditors' opinion.
ACCOUNTANTS

OTHER INFORMATION 27

DISTRIBUTIONS 28

OF SPECIAL NOTE 29

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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 an investment in a money market fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although money market funds seek to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in these types of funds.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR LIFE OF FUND

FIDELITY LARGE CAP STOCK 29.48% 148.25%

S&P 500 (registered trademark) 21.82% 160.25%

Growth Funds Average 15.05% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, or since the fund
started on June 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 market
capitalization-weighted 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 Inc. The past one year
average represents a peer group of 1,035 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR LIFE OF FUND

FIDELITY LARGE CAP STOCK 29.48% 26.58%

S&P 500 21.82% 28.14%

Growth Funds Average 15.05% 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
1998/10/31 19749.03 21275.92
1998/11/30 21085.43 22565.45
1998/12/31 22921.29 23865.67
1999/01/31 24392.68 24863.73
1999/02/28 23447.75 24090.97
1999/03/31 24811.15 25054.85
1999/04/30 24824.65 26025.22
IMATRL PRASUN SHR__CHT 19990430 19990512 103138 R00000000000050

$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 April 30, 1999, the value of the
investment would have grown to $24,825 - a 148.25% 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 $26,025 - a
160.25% increase.

(checkmark)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.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

Powerful momentum in stock prices
and overwhelming investor
confidence provided the backdrop
for the surge in large-cap stock
prices during the 12-month period
that ended April 30, 1999.
Following the July through October
1998 correction, investor
confidence was bolstered by a
near-perfect economic environment
of strong domestic growth, low
interest rates, benign inflation and
improving overseas markets. The
hype surrounding equities was
greatest in the technology sector,
most notably Internet stocks.
Pharmaceutical, finance and
telecommunications shares also
performed well. Late in the period,
economically sensitive cyclical stocks
outperformed other sectors as
investors worried about the
potential threat of inflation due to
strong economic indicators in the
U.S. and signs that global markets
were beginning to turn around.
Approximately one month after
surpassing the 10,000 level late in
March, the Dow Jones Industrial
Average was flirting with 11,000. As
market leadership broadened
into cyclical stocks and
value-oriented sectors, the surge in
stock prices drove the Dow Jones
Industrials, Standard & Poor's 500
and NASDAQ indexes up 21.06%,
21.82% and 36.10%, respectively,
for the year. The phenomenal
performance of a narrow group of
large-cap growth stocks, however,
masked the weak results of the
overall market as the average stock
on the New York Stock Exchange
posted negative returns during the
period.

(photograph of Karen Firestone)

An interview with Karen Firestone, Portfolio Manager of Fidelity
Large Cap Stock Fund

Q. HOW DID THE FUND PERFORM, KAREN?

A. For the 12 months that ended April 30, 1999, the fund returned
29.48%. The growth funds average, as tracked by Lipper Inc., was
15.05% for the same period, while the Standard & Poor's 500 Index
returned 21.82% over the past year.

Q. CLEARLY, THE FUND BENEFITED FROM A MARKET THAT CONTINUED TO FAVOR
LARGE-CAPITALIZATION STOCKS. WHAT OTHER FACTORS CONTRIBUTED TO THE
FUND'S STRONG PERFORMANCE?

A. One reason the fund outperformed its peers and the S&P 500 index
was that it continued to have a larger weighting in some of the
market's largest-cap stocks - the top performers over the period -
than did its competitors and the index. A good example of this is
General Electric, the fund's top holding at the end of the period and
one of the largest capitalization companies in the world. During the
period, GE's earnings growth continued to beat expectations. It
benefited from management's efforts to streamline its product line and
cut costs. The other factors that boosted the fund's performance were
good stock selection and strong sector allocation.

Q. YOU MENTIONED GENERAL ELECTRIC. WHAT OTHER STOCKS HELPED THE FUND
PERFORM WELL?

A. Another top-10 holding, Microsoft, was the strongest contributor to
the fund over the period. The company continued to meet or exceed
investors' expectations. America Online, which also was one of the
fund's biggest holdings, was a terrific growth stock. AOL is an
incredible franchise that derives the great majority of its revenue
from subscriber fees, which provided a steady revenue stream over the
period. In addition, it has become a brand name with extremely loyal
members and is on the leading edge of electronic commerce. Another
strong-performing top holding was Cisco Systems, the leader in the
switching business - a business that's becoming synonymous with
Internet-related industries. Its product development was phenomenal,
and the company produced earnings that met or beat market
expectations.

Q. FROM THAT LIST OF COMPANY NAMES, IT APPEARS THAT THE FUND STRONGLY
BENEFITED FROM ITS HOLDINGS IN THE TECHNOLOGY SECTOR . . .

A. That's true, especially because the fund was overweighted in the
technology sector versus both the S&P 500 index and its peers over the
period. Since the focus of this fund is growth, and the leading growth
sector over the period was technology, I placed strong emphases on
many aspects of the sector, including software, storage,
telecommunications and the Internet. The fund also benefited from
owning the largest-cap companies in those industries - the technology
stocks that performed the best over the period.

Q. WHAT OTHER SECTORS WERE STRONG PERFORMERS?

A. I was double the weight of my peers and the S&P 500 index in the
health care sector, a move that paid off for the fund. Health care -
along with technology - was one of the areas where there were
large-cap companies with growth rates twice that of the S&P 500. I
held both pharmaceutical companies, such as Merck, and medical device
companies, such as Johnson & Johnson, to take advantage of the
sector's earnings acceleration.

Q. DO YOU REGRET ANY OF THE INVESTMENT CHOICES YOU MADE OVER THE
PERIOD?

A. Sure. While there were no stocks that were major detractors, some
of the fund's utility holdings had a tough time. Alcatel, a French
telecommunications company, and Northern Telecom, an equipment
supplier, were hurt when orders for big pieces of telecommunications
equipment fell through or were postponed. At the end of the period,
the fund did not hold either of these stocks

Q. KAREN, WHAT'S YOUR OUTLOOK FOR THE FUND?

A. I think we are seeing some type of worldwide economic recovery
underway, and, as a result, cyclical stocks - those stocks that tend
to perform well when the general economy is strong - are performing
better. Overall, however, the market seems to be in a revolving
pattern. By this I mean that market leadership is moving from big
growth stocks, like communication and technology stocks, to cyclicals
and back again. Ultimately, I will have to live with that volatility
and be comfortable with the fundamentals of the positions I own. I
will continue to look for companies with earnings acceleration
underway that I think will result in higher stock prices.

(checkmark)FUND FACTS

GOAL: to seek long-term
growth of capital by investing
in companies with market
capitalization greater than
$1 billion at the time of
investment

FUND NUMBER: 338

TRADING SYMBOL: FLCSX

START DATE: June 22, 1995

SIZE: as of April 30, 1999,
more than $633 million

MANAGER: Karen Firestone,
since 1998; manager,
Fidelity Advisor Large Cap
Fund, since 1998; several
Fidelity Select Portfolios,
1986-1997; joined Fidelity in
1983

KAREN FIRESTONE ON THE
UTILITY SECTOR:

"To me, the term `utilities' is just a
pseudonym for
telecommunications, and the
telecommunications industry -
whether you're talking about
long-distance carriers or cable
companies - is now competing in
the same universe as the Internet.
As a result, we can no longer look at
utilities as just phone companies:
They are now providers of very
high-speed telecommunications,
which are a critical component of
the technology revolution. As a
result, the line between utilities and
technology is constantly blurring,
and I expect to see even more of
this going forward.

"MCI Worldcom, one of the fund's
top holdings over the period, helped
the fund's utility stocks outperform
those held by the S&P 500 index.
Investors were enthusiastic about
the giant telecommunications
company because it was expected
to benefit heavily from increased
data traffic due to the Internet."
(solid bullet) Over the period, the fund held
a much lower percentage of stocks
in the financial sector than did its
peers, which benefited the fund
over the period since the sector
turned in a relatively weak
performance. The fund manager
preferred to wait on the sidelines
because she believed that financial
markets would be negatively
affected by economic slowdowns in
Asia and some Third World
countries.

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 1999

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

General Electric Co. 4.1 3.5

Microsoft Corp. 3.5 3.4

Merck & Co., Inc. 2.8 2.4

Intel Corp. 2.4 2.7

Cisco Systems, Inc. 2.1 1.5

Johnson & Johnson 2.0 1.4

Procter & Gamble Co. 1.9 1.9

Pfizer, Inc. 1.6 1.9

Philip Morris Companies, Inc. 1.6 2.5

America Online, Inc. 1.6 0.9

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 1999

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

TECHNOLOGY 22.3 22.2

HEALTH 18.7 23.2

MEDIA & LEISURE 10.3 7.1

NONDURABLES 9.8 12.8

FINANCE 8.0 8.9

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF APRIL 30, 1999*

Stocks 95.4%
Short-term
investments 4.6%
*FOREIGN
INVESTMENTS 3.1%

Row: 1, Col: 1, Value: 95.40000000000001
Row: 1, Col: 2, Value: 4.6

AS OF OCTOBER 31, 1998**

Stocks 96.1%
Short-term
investments 3.9%
**FOREIGN
INVESTMENTS 4.8%

Row: 1, Col: 1, Value: 96.09999999999999
Row: 1, Col: 2, Value: 3.9

INVESTMENTS APRIL 30, 1999

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 95.4%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 1.3%

AEROSPACE & DEFENSE - 0.9%

Boeing Co. 78,600 $ 3,193,125

Cordant Technologies, Inc. 51,510 2,375,899

5,569,024

DEFENSE ELECTRONICS - 0.4%

Raytheon Co. Class B 36,200 2,543,050

TOTAL AEROSPACE & DEFENSE 8,112,074

BASIC INDUSTRIES - 2.0%

CHEMICALS & PLASTICS - 0.9%

Monsanto Co. 129,900 5,877,975

PACKAGING & CONTAINERS - 1.1%

Crown Cork & Seal Co., Inc. 99,600 3,237,000

Owens-Illinois, Inc. (a) 130,470 3,783,630

7,020,630

TOTAL BASIC INDUSTRIES 12,898,605

DURABLES - 0.9%

CONSUMER DURABLES - 0.9%

Minnesota Mining & 63,300 5,633,700
Manufacturing Co.

ENERGY - 4.2%

ENERGY SERVICES - 1.1%

Baker Hughes, Inc. 64,600 1,929,925

Halliburton Co. 57,500 2,450,938

Schlumberger Ltd. 44,200 2,823,275

7,204,138

OIL & GAS - 3.1%

Exxon Corp. 89,000 7,392,563

Texaco, Inc. 50,900 3,193,975

Total SA sponsored ADR 66,500 4,522,000

USX-Marathon Group 144,200 4,506,250

19,614,788

TOTAL ENERGY 26,818,926

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - 8.0%

BANKS - 2.0%

Bank of New York Co., Inc. 117,860 $ 4,714,400

Bank One Corp. 40,300 2,377,700

BankBoston Corp. 36,400 1,783,600

Comerica, Inc. 30,700 1,997,419

U.S. Bancorp 43,400 1,608,513

12,481,632

CREDIT & OTHER FINANCE - 2.4%

American Express Co. 44,310 5,790,763

Associates First Capital 92,200 4,085,613
Corp. Class A

Fleet Financial Group, Inc. 84,000 3,617,250

Household International, Inc. 38,900 1,957,156

15,450,782

FEDERAL SPONSORED CREDIT - 2.0%

Fannie Mae 106,400 7,547,750

Freddie Mac 78,200 4,907,050

12,454,800

INSURANCE - 1.4%

American International Group, 43,300 5,085,044
Inc.

CIGNA Corp. 30,700 2,676,656

Hartford Financial Services 21,800 1,284,838
Group, Inc.

9,046,538

SAVINGS & LOANS - 0.2%

Dime Bancorp, Inc. 61,700 1,422,956

TOTAL FINANCE 50,856,708

HEALTH - 18.7%

DRUGS & PHARMACEUTICALS - 13.5%

American Home Products Corp. 113,240 6,907,640

Amgen, Inc. (a) 92,800 5,701,400

Banyu Pharmaceutical Co. Ltd. 99,000 1,824,426

Bristol-Myers Squibb Co. 122,100 7,760,981

Genentech, Inc. (special) (a) 20,200 1,709,425

Genzyme Corp. (General 59,600 2,249,900
Division)

Lilly (Eli) & Co. 134,700 9,917,288

Merck & Co., Inc. 255,940 17,979,785

Pfizer, Inc. 91,800 10,562,738

Pharmacia & Upjohn, Inc. 76,500 4,284,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

QLT PhotoTherapeutics, Inc. 30,600 $ 1,389,286
(a)

Quintiles Transnational Corp. 85,400 3,464,038
(a)

Schering-Plough Corp. 116,960 5,650,630

SmithKline Beecham PLC 45,800 3,008,488
sponsored ADR

Warner-Lambert Co. 23,900 1,623,706

Watson Pharmaceuticals, Inc. 55,500 2,247,750
(a)

86,281,481

MEDICAL EQUIPMENT & SUPPLIES
- - 4.8%

Abbott Laboratories 150,100 7,270,469

Baxter International, Inc. 55,700 3,509,100

Boston Scientific Corp. (a) 72,700 3,094,294

Guidant Corp. 64,100 3,441,369

Johnson & Johnson 129,200 12,597,000

Medtronic, Inc. 11,800 848,863

30,761,095

MEDICAL FACILITIES MANAGEMENT
- - 0.4%

United HealthCare Corp. 40,700 2,284,288

TOTAL HEALTH 119,326,864

INDUSTRIAL MACHINERY &
EQUIPMENT - 4.4%

ELECTRICAL EQUIPMENT - 4.4%

General Electric Co. 251,380 26,520,573

General Instrument Corp. (a) 50,400 1,839,600

28,360,173

MEDIA & LEISURE - 10.3%

BROADCASTING - 4.9%

AT&T Corp. (Liberty Media 62,612 3,999,342
Group) Class A (a)

Cablevision Systems Corp. 53,000 4,100,875
Class A (a)

CBS Corp. (a) 164,700 7,504,144

Comcast Corp. Class A 114,500 7,521,219
(special)

MediaOne Group, Inc. 24,000 1,957,500

TCA Cable TV, Inc. 58,300 2,904,069

Time Warner, Inc. 48,922 3,424,540

31,411,689

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED

ENTERTAINMENT - 1.9%

Disney (Walt) Co. 257,900 $ 8,188,325

Fox Entertainment Group, Inc. 161,900 4,148,688

12,337,013

LEISURE DURABLES & TOYS - 0.5%

Hasbro, Inc. 90,400 3,084,900

PUBLISHING - 1.5%

New York Times Co. (The) 121,800 4,202,100
Class A

Tribune Co. 64,200 5,356,688

9,558,788

RESTAURANTS - 1.5%

McDonald's Corp. 169,700 7,191,038

Tricon Global Restaurants, 36,200 2,330,375
Inc. (a)

9,521,413

TOTAL MEDIA & LEISURE 65,913,803

NONDURABLES - 9.8%

BEVERAGES - 3.9%

Anheuser-Busch Companies, 84,700 6,193,688
Inc.

Coca-Cola Co. (The) 146,700 9,975,600

PepsiCo, Inc. 236,640 8,740,890

24,910,178

FOODS - 1.2%

Heinz (H.J.) Co. 108,500 5,065,594

Quaker Oats Co. 38,800 2,505,025

7,570,619

HOUSEHOLD PRODUCTS - 3.1%

Clorox Co. 9,400 1,084,525

Gillette Co. 132,100 6,893,969

Procter & Gamble Co. 128,500 12,054,906

20,033,400

TOBACCO - 1.6%

Philip Morris Companies, Inc. 299,240 10,492,103

TOTAL NONDURABLES 63,006,300

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - 6.6%

APPAREL STORES - 0.6%

Abercrombie & Fitch Co. Class 17,605 $ 1,674,676
A (a)

Gap, Inc. 28,400 1,890,375

3,565,051

DRUG STORES - 1.2%

CVS Corp. 53,200 2,533,650

General Nutrition Companies, 94,600 1,566,813
Inc. (a)

Walgreen Co. 137,500 3,695,313

7,795,776

GENERAL MERCHANDISE STORES -
2.9%

Dayton Hudson Corp. 83,100 5,593,669

Federated Department Stores, 99,400 4,640,738
Inc. (a)

Wal-Mart Stores, Inc. 182,000 8,372,000

18,606,407

GROCERY STORES - 0.9%

Albertson's, Inc. 35,300 1,817,950

Safeway, Inc. (a) 70,700 3,813,381

5,631,331

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.0%

Home Depot, Inc. 109,400 6,557,163

TOTAL RETAIL & WHOLESALE 42,155,728

SERVICES - 1.9%

ADVERTISING - 1.9%

DoubleClick, Inc. (a) 9,600 1,342,200

Omnicom Group, Inc. 38,700 2,805,750

Outdoor Systems, Inc. (a) 75,050 1,890,322

TMP Worldwide, Inc. (a) 67,000 4,505,750

WPP Group PLC sponsored ADR 21,800 1,912,950

12,456,972

TECHNOLOGY - 22.3%

COMMUNICATIONS EQUIPMENT - 3.7%

Cisco Systems, Inc. (a) 119,135 13,588,836

Lucent Technologies, Inc. 138,500 8,327,313

Newbridge Networks Corp. (a) 52,300 1,938,367

23,854,516

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - 10.2%

Affymetrix, Inc. (a) 79,300 $ 3,241,388

Amazon.com, Inc. (a) 8,900 1,531,356

America Online, Inc. 72,700 10,377,925

At Home Corp. Series A (a) 19,900 2,864,356

Automatic Data Processing, 98,600 4,387,700
Inc.

Cadence Design Systems, Inc. 40,500 549,281
(a)

Citrix Systems, Inc. (a) 49,800 2,116,500

Electronic Data Systems Corp. 20,300 1,091,125

Excite, Inc. (a) 14,000 2,044,000

First Data Corp. 107,700 4,570,519

International Business 12,300 2,573,006
Machines Corp.

Legato Systems, Inc. (a) 37,300 1,508,319

Microsoft Corp. (a) 278,200 22,621,138

Siebel Systems, Inc. (a) 27,400 1,053,188

Yahoo!, Inc. (a) 28,100 4,908,719

65,438,520

COMPUTERS & OFFICE EQUIPMENT
- - 3.2%

Dell Computer Corp. (a) 124,800 5,140,200

EMC Corp. (a) 49,100 5,348,831

Hewlett-Packard Co. 82,800 6,530,850

Pitney Bowes, Inc. 19,220 1,344,199

Softbank Corp. 16,100 2,142,980

20,507,060

ELECTRONIC INSTRUMENTS - 0.9%

Applied Materials, Inc. (a) 44,600 2,391,675

KLA-Tencor Corp. (a) 27,800 1,379,575

Perkin-Elmer Corp. 17,900 1,935,438

5,706,688

ELECTRONICS - 4.3%

Altera Corp. (a) 26,500 1,914,625

Intel Corp. 244,600 14,966,463

Micron Technology, Inc. (a) 27,200 1,009,800

Motorola, Inc. 48,400 3,878,050

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Texas Instruments, Inc. 45,100 $ 4,605,838

Vitesse Semiconductor Corp. 16,100 745,631
(a)

27,120,407

TOTAL TECHNOLOGY 142,627,191

TRANSPORTATION - 1.3%

AIR TRANSPORTATION - 0.9%

AMR Corp. (a) 45,400 3,169,488

Southwest Airlines Co. 66,300 2,158,894

5,328,382

TRUCKING & FREIGHT - 0.4%

CNF Transportation, Inc. 63,300 2,765,419

TOTAL TRANSPORTATION 8,093,801

UTILITIES - 3.7%

CELLULAR - 0.8%

AirTouch Communications, Inc. 13,600 1,269,900
(a)

ALLTEL Corp. 31,700 2,137,769

Nextel Communications, Inc. 38,100 1,559,719
Class A (a)

4,967,388

TELEPHONE SERVICES - 2.9%

AT&T Corp. 77,250 3,901,125

MCI WorldCom, Inc. (a) 73,707 6,057,794

Metromedia Fiber Network, 22,700 1,912,475
Inc. Class A (a)

SBC Communications, Inc. 41,300 2,312,800

Sprint Corp. (FON Group) 46,800 4,799,925

18,984,119

TOTAL UTILITIES 23,951,507

TOTAL COMMON STOCKS 610,212,352
(Cost $523,724,641)

CASH EQUIVALENTS - 4.6%

SHARES VALUE (NOTE 1)

Taxable Central Cash Fund (b) 29,665,459 $ 29,665,459
(Cost $29,665,459)

TOTAL INVESTMENT IN $ 639,877,811
SECURITIES - 100%
(Cost $553,390,100)

LEGEND

(a) Non-income producing

(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.79%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.

INCOME TAX INFORMATION

At April 30, 1999, the aggregate cost of investment securities for
income tax purposes was $557,292,440. Net unrealized appreciation
aggregated $82,585,371, of which $97,537,159 related to appreciated
investment securities and $14,951,788 related to depreciated
investment securities.

The fund hereby designates approximately $12,561,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1999

ASSETS

Investment in securities, at $ 639,877,811
value (cost $553,390,100) -
See accompanying schedule

Receivable for investments 4,821,514
sold

Receivable for fund shares 4,515,391
sold

Dividends receivable 315,940

Interest receivable 136,835

TOTAL ASSETS 649,667,491

LIABILITIES

Payable for investments $ 9,353,862
purchased

Payable for fund shares 6,746,973
redeemed

Accrued management fee 284,647

Other payables and accrued 232,527
expenses

TOTAL LIABILITIES 16,618,009

NET ASSETS $ 633,049,482

Net Assets consist of:

Paid in capital $ 538,588,230

Undistributed net investment 380,356
income

Accumulated undistributed net 7,593,311
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 86,487,585
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 34,423,736 $ 633,049,482
shares outstanding

NET ASSET VALUE, offering $18.39
price and redemption price
per share ($633,049,482
(divided by) 34,423,736
shares)

STATEMENT OF OPERATIONS
YEAR ENDED APRIL 30, 1999

INVESTMENT INCOME $ 2,254,464
Dividends

Interest 694,157

TOTAL INCOME 2,948,621

EXPENSES

Management fee Basic fee $ 1,678,443

Performance adjustment (146,444)

Transfer agent fees 670,673

Accounting fees and expenses 147,916

Non-interested trustees' 1,004
compensation

Custodian fees and expenses 35,604

Registration fees 227,126

Audit 26,664

Legal 918

Interest 5,835

Miscellaneous 583

Total expenses before 2,648,322
reductions

Expense reductions (71,583) 2,576,739

NET INVESTMENT INCOME 371,882

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

Investment securities 8,215,139

Foreign currency transactions 8,473 8,223,612

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 62,684,944

Assets and liabilities in (126) 62,684,818
foreign currencies

NET GAIN (LOSS) 70,908,430

NET INCREASE (DECREASE) IN $ 71,280,312
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED APRIL 30, 1999 YEAR ENDED APRIL 30,1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 371,882 $ 523,591
income

Net realized gain (loss) 8,223,612 28,857,405

Change in net unrealized 62,684,818 14,221,736
appreciation (depreciation)

NET INCREASE (DECREASE) IN 71,280,312 43,602,732
NET ASSETS RESULTING 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 Net 792,454,656 142,052,818
proceeds from sales of shares

Reinvestment of distributions 20,274,079 9,822,082

Cost of shares redeemed (384,464,050) (148,656,557)

NET INCREASE (DECREASE) IN 428,264,685 3,218,343
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 478,813,139 36,823,649
IN NET ASSETS

NET ASSETS

Beginning of period 154,236,343 117,412,694

End of period (including $ 633,049,482 $ 154,236,343
undistributed net investment
income of $380,356 and
$225,430, respectively)

OTHER INFORMATION
Shares

Sold 47,639,094 9,702,580

Issued in reinvestment of 1,425,742 704,182
distributions

Redeemed (24,015,515) (10,197,944)

Net increase (decrease) 25,049,321 208,818

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

YEARS ENDED APRIL 30, 1999 1998 1997 1996 F

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 16.45 $ 12.81 $ 11.72 $ 10.00
period

Income from Investment
Operations

Net investment income .02 D .06 D .09 D .05

Net realized and unrealized 4.17 4.71 1.85 1.70
gain (loss)

Total from investment 4.19 4.77 1.94 1.75
operations

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 $ 18.39 $ 16.45 $ 12.81 $ 11.72

TOTAL RETURN B, C 29.48% 39.03% 17.35% 17.52%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 633,049 $ 154,236 $ 117,413 $ 88,166
(000 omitted)

Ratio of expenses to average .93% .86% 1.01% 1.31% A
net assets

Ratio of expenses to average .90% E .84% E .99% E 1.30% A, E
net assets after expense
reductions

Ratio of net investment .13% .39% .68% .70% A
income to average net assets

Portfolio turnover rate 100% 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.
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.
F FOR THE PERIOD JUNE 22, 1995 (COMMENCEMENT OF OPERATIONS) TO APRIL
30, 1996.

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1999

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.

INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
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, 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.

2. OPERATING POLICIES - CONTINUED

TAXABLE CENTRAL CASH FUND - CONTINUED

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 $675,055,210 and $282,831,791, 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 equity: .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 annual rate of .54% of average net
assets after the performance adjustment.

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 $85,407 for the
period.

5. BANK BORROWINGS.

5. BANK BORROWINGS -
CONTINUED

revised from time to time. The average daily loan balances during the
period for which loans were outstanding amounted to $5,964,667. 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 $66,501 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 $3,783
and $1,299, respectively, under these arrangements.

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders
of Fidelity Large Cap Stock Fund:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments of Fidelity Large Cap Stock
Fund as of April 30, 1999, and the related statements of operations,
changes in net assets and financial highlights for the year then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial
highlights based on our audit. The statement of changes in net assets
for the year ended April 30, 1998, and the financial highlights for
the years ended April 30, 1998 and 1997, and for the period June 22,
1995 (commencement of operations) to April 30, 1996 were audited by
other auditors whose report, dated June 5, 1998, expressed an
unqualified opinion on those statements and financial highlights.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of the securities owned at April 30, 1999, by
correspondence with the custodian and brokers; where replies were not
received from brokers, we performed other auditing procedures. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Fidelity Large Cap Stock Fund at April 30, 1999, the results of its
operations, the changes in its net assets, and its financial
highlights for the year then ended in conformity with generally
accepted accounting principles.

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 7, 1999

OTHER INFORMATION

Based on the recommendation of the Audit Committee of the fund, the
Board of Trustees has determined not to retain PricewaterhouseCoopers
LLP as the fund's independent auditor and voted to appoint Deloitte &
Touche LLP for the current fiscal year. For the fiscal years ended
April 30, 1998 and April 30, 1997, PricewaterhouseCoopers LLP's audit
reports contained no adverse opinion or disclaimer of opinion; nor
were their reports qualified as to uncertainty, audit scope, or
accounting principles. Further, there were no disagreements between
the fund and PricewaterhouseCoopers LLP on accounting principles,
financial statement disclosure or audit scope, which if not resolved
to the satisfaction of PricewaterhouseCoopers LLP would have caused
them to make reference to the disagreement in their report.

DISTRIBUTIONS

The Board of Trustees of Fidelity Large Cap Stock Fund voted to pay on
June 7, 1999, to shareholders of record at the opening of business on
June 4, 1999, a distribution of $.26 per share derived from capital
gains realized from sales of portfolio securities and a dividend of
$.01 per share from net investment income.

A total of 16% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

OF SPECIAL NOTE

INTRODUCING FIDELITY'S NEW, REORGANIZED PROSPECTUS

We invite you to spend a moment and review our new prospectus. It is
designed to help make your investment decision easier, no matter which
of the Fidelity funds you invest in.

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 EarthLink Sprint at
1-800-288-2967, and be sure to ask for registration number SMD004 to
receive a special Fidelity package that includes 30 days of free
Internet access. EarthLink is North America's #1 independent Internet
access provider.

(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 WRITE FIDELITY

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and
send you written confirmation upon completion of your request.

(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5517

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 75039-5517

GENERAL CORRESPONDENCE

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

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
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer

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-ANN-0699 78247
1.703546.101

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
ContrafundSM
ContrafundSM II
Disciplined Equity Fund
Dividend Growth Fund
Export and Multinational Fund
Fidelity FiftySM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium Fund(registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
TechnoQuantSM Growth Fund
Trend Fund
Value Fund

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(2_FIDELITY_LOGOS)(registered trademark)
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www.fidelity.com

FIDELITY
SMALL CAP SELECTOR

ANNUAL REPORT
APRIL 30, 1999

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

FUND TALK 6 The manager's review of fund
performance, strategy, and
outlook.

INVESTMENT CHANGES 9 A summary of major shifts in
the fund's investments over
the past six months.

INVESTMENTS 10 A complete list of the fund's
investments with their
market values.

FINANCIAL STATEMENTS 23 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 27 Notes to the financial
statements.

REPORT OF INDEPENDENT 31 The auditors' opinion.
ACCOUNTANTS

OTHER INFORMATION 32

DISTRIBUTIONS 33

OF SPECIAL NOTE 34

Third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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.

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). 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 APRIL 30, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY SMALL CAP SELECTOR -20.61% 62.94% 73.86%

Russell 2000 (registered -9.25% 84.37% 103.21%
trademark)

Small Cap Funds Average -11.11% 90.17% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on 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 - a market
capitalization-weighted index of 2,000 small company 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
Inc. The past one year average represents a peer group of 676 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY SMALL CAP SELECTOR -20.61% 10.26% 9.93%

Russell 2000 -9.25% 13.01% 12.91%

Small Cap Funds Average -11.11% 13.36% 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
1998/10/31 15852.39 17645.92
1998/11/30 16719.81 18570.43
1998/12/31 17838.65 19719.61
1999/01/31 17574.66 19981.66
1999/02/28 16229.53 18363.25
1999/03/31 16342.67 18649.93
1999/04/30 17386.09 20321.11
IMATRL PRASUN SHR__CHT 19990430 19990513 092716 R00000000000074

$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 April 30, 1999, the value of the
investment would have grown to $17,386 - a 73.86% 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 $20,321 - a 103.21%
increase.

(checkmark)UNDERSTANDING
PERFORMANCE

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

Powerful momentum in stock prices
and overwhelming investor
confidence provided the backdrop
for the surge in large-cap stock prices
during the 12-month period that
ended April 30, 1999. Following the
July through October 1998
correction, investor confidence was
bolstered by a near-perfect economic
environment of strong domestic
growth, low interest rates, benign
inflation and improving overseas
markets. The hype surrounding
equities was greatest in the
technology sector, most notably
Internet stocks. Pharmaceutical,
finance and telecommunications
shares also performed well. Late in
the period, economically sensitive
cyclical stocks outperformed other
sectors as investors worried about
the potential threat of inflation due to
strong economic indicators in the
U.S. and signs that global markets
were beginning to turn around.
Approximately one month after
surpassing the 10,000 level late in
March, the Dow Jones Industrial
Average was flirting with 11,000.
As market leadership broadened into
cyclical stocks and value-oriented
sectors, the surge in stock prices drove
the Dow Jones Industrials, Standard
& Poor's 500 and NASDAQ indexes
up 21.06%, 21.82% and 36.10%,
respectively, for the year. The
phenomenal performance of a
narrow group of large-cap
growth stocks, however, masked
the weak results of the overall market
as the average stock on the New York
Stock Exchange posted negative
returns during the period.

(photograph of Bradford Lewis)

An interview with Bradford Lewis, Portfolio Manager of Fidelity
Small Cap Selector

Q. HOW DID THE FUND PERFORM, BRAD?

A. For the 12 months that ended April 30, 1999, the fund returned
- -20.61%, versus -9.25% for the Russell 2000 and -11.11% for the small
cap funds average tracked by Lipper Inc.

Q. CAN YOU DESCRIBE THE MARKET ENVIRONMENT OVER THE PAST 12 MONTHS?

A. The first half of the year was a losing proposition for almost all
small-cap stocks because of the worldwide flight to safety after
Russia's default on foreign loans and a continued weak Asian market.
However, high-flying Internet stocks helped the small-cap universe
generate stronger returns in the second half of the 12-month period.

Q. WHY DID THE FUND UNDERPERFORM THE RUSSELL 2000 AND ITS PEER GROUP
DURING THE PERIOD?

A. The fund lagged its benchmarks because it didn't own many of the
hot Internet stocks during the period. The incredible run-up in many
of these smaller Internet stocks over the past six months has bloated
their market capitalizations to large-cap levels. And since the
Russell 2000 is only reconstituted once a year - on June 30 - that
index included the high returns of many stocks with caps in excess of
$5 billion, such as Excite, during the past year. Generally, $1
billion is the maximum market capitalization that a stock can have to
be included in a small-cap index. Hence, that was one reason for the
difference between the fund's return and that of the Russell 2000
index. Many of the funds in the peer group also held these Internet
names. This fund has a strong value component and won't buy these
stocks because most of them are losing money and are trading at 100
times sales - a level that I believe is unjustified. I discuss the
high valuations of Internet stocks in more detail at the end of this
interview.

Q. WHICH INDIVIDUAL HOLDINGS HELPED PERFORMANCE?

A. VISX, a maker of lasers for eye surgery, was a huge winner. Its
stock climbed more than 400% over the past six months. Wet Seal, a
manufacturer of contemporary apparel, generated robust returns as the
company continued to turn strong profits. Shares of Navistar, a
manufacturer of trucking components, surged more than 150% over the
past six months as many cyclicals appreciated toward the end of the
period.

Q. WHICH STOCKS DETRACTED FROM PERFORMANCE?

A. Twinlab Corporation, a vitamin supplement company, was a big
disappointment. The company's herbal remedies, such as St. John's
Wort, were big sellers in early 1998 but lost steam in late 1998 and
early 1999. First American Financial, a title insurance company,
reported disappointing earnings and underperformed during the period.
Another detractor was CKE Restaurants, a mini-
conglomerate of fast-food chains. The company predicted a big
turnaround at its Hardees chain that never really manifested itself.
Again, not owning the hot Internet stocks really hurt performance.

Q. DO YOU THINK THE FUND SHOULD HAVE OWNED MORE INTERNET STOCKS DURING
THE PERIOD?

A. In hindsight, of course. However, it is usually wise to stick to a
discipline that works over the long run. Small Cap Selector was the
No. 1 diversified equity fund at Fidelity in the 12 months ended
February 1998. This was a more "normal" period in the market relative
to the recent period, when day traders sent Internet names soaring. I
believe that this period of unusual stock valuations is unlikely to
persist for too much longer.

Q. WHAT'S YOUR OUTLOOK?

A. Generally speaking, I think that if interest rates remain stable,
the market should generate mediocre - but not great - returns. I'm
still not terribly keen on the outlook for small-cap stocks as they
perform best coming out of a recession or bear market - and we weren't
experiencing either at the end of the period. However, the valuation
of small-cap stocks relative to large-cap stocks in the current market
environment is quite compelling.

(checkmark)FUND FACTS

GOAL: capital appreciation by
investing mainly in equity
securities of companies with
small market capitalizations,
chosen in part by using
computer-aided quantitative
analysis

FUND NUMBER: 336

TRADING SYMBOL: FDSCX

START DATE: June 28, 1993

SIZE: as of April 30, 1999,
more than $591 million

MANAGER: Bradford Lewis,
since 1993; manager, Fidelity
Stock Selector, since 1990;
Fidelity Disciplined Equity,
since 1988; joined Fidelity in
1985

BRAD LEWIS ON THE HIGH
VALUATIONS OF INTERNET STOCKS:

"Certainly many Internet
companies have above-average
growth prospects compared to
typical established industrial
stocks, but their valuations have
become problematic and some
traders have embraced these
stocks as a means of easy riches. In
general, `winning' stocks have
lower-than-average
price-to-earnings ratios with
above-average earnings growth
and increasing levels of
earnings-estimate support from
Wall Street. Stocks that are
expected to underperform the
market on a one- to three-year
level are those that are losing
money, trading at extremely high
price-to-sales ratios and have
large insider stock sales. Most
Internet stocks belong in this
category.

"For example, Priceline.com, an
online travel agency that has been
public for two months, recently
traded at a market capitalization
of $23.5 billion, or 118 times its
annualized sales. At the same time,
AMR, UAL, and Delta, the three
biggest airlines in the U.S., have
combined sales of $51 billion -
absolutely dwarfing Priceline.com's
scale of business. However, the
combined market cap of the big
three airlines is $25.2 billion,
comparable to Priceline.com.
Although Priceline.com may serve
a legitimate niche in the rapidly
growing online bookings field, this
valuation is simply in the
stratosphere.

"Internet stocks may well
continue their run for a few more
quarters. However, at some point,
I think the market will lose
patience with their decelerating
sales growth."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 1999

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

VISX, Inc. 3.9 1.0

Ross Stores, Inc. 2.8 1.8

Valassis Communications, Inc. 2.2 1.4

WestPoint Stevens, Inc. Class A 1.7 1.3

CEC Entertainment, Inc. 1.7 0.6

Jabil Circuit, Inc. 1.6 0.0

Wet Seal, Inc. Class A 1.5 0.7

Tower Automotive, Inc. 1.3 0.0

Mohawk Industries, Inc. 1.3 1.1

City National Corp. 1.3 1.0

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 1999

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

TECHNOLOGY 12.2 13.3

RETAIL & WHOLESALE 12.1 8.0

DURABLES 11.3 7.8

MEDIA & LEISURE 7.3 9.1

SERVICES 7.1 6.5

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF APRIL 30, 1999 *

Stocks and Investment
Companies 90.9%
Short-term
investments 9.1%
*FOREIGN
INVESTMENTS 3.1%

Row: 1, Col: 1, Value: 90.90000000000001
Row: 1, Col: 2, Value: 9.1

AS OF OCTOBER 31, 1998 **

Stocks and Investment
Companies 95.9%
Short-term
investments 4.1%
**FOREIGN
INVESTMENTS 3.1%

Row: 1, Col: 1, Value: 95.90000000000001
Row: 1, Col: 2, Value: 4.1

INVESTMENTS APRIL 30, 1999

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 87.7%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.3%

Advanced Aerodynamics & 50,000 $ 162,500
Structures, Inc. Class A (a)

Alliant Techsystems, Inc. (a) 20,000 1,637,500

1,800,000

BASIC INDUSTRIES - 4.5%

CHEMICALS & PLASTICS - 1.9%

Albemarle Corp. 70,000 1,540,000

Cytec Industries, Inc. (a) 150,000 4,265,625

Hanna (M.A.) Co. 150,000 2,428,125

Myers Industries, Inc. 20,000 452,500

Park Electrochemical Corp. 11,700 279,338

Spartech Corp. 47,000 1,116,250

Tredegar Industries, Inc. 39,450 1,052,822

11,134,660

IRON & STEEL - 0.3%

SPS Technologies, Inc. (a) 36,000 1,570,500

METALS & MINING - 1.6%

AFC Cable Systems, Inc. (a) 12,500 412,500

Amcol International Corp. 60,000 735,000

Belden, Inc. 120,000 2,310,000

Commscope, Inc. (a) 200,000 4,875,000

Ryerson Tull, Inc. 50,000 1,134,375

9,466,875

PACKAGING & CONTAINERS - 0.7%

Ball Corp. 80,000 4,395,000

TOTAL BASIC INDUSTRIES 26,567,035

CONSTRUCTION & REAL ESTATE -
6.1%

BUILDING MATERIALS - 2.8%

Carlisle Companies, Inc. 47,000 2,303,000

Centex Construction Products, 61,100 2,161,413
Inc.

Elcor Corp. 20,000 772,500

Lilly Industries, Inc. Class A 35,000 612,500

Lone Star Industries, Inc. 144,000 5,139,000

Nortek, Inc. (a) 3,700 107,069

Southdown, Inc. 82,000 5,253,125

16,348,607

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

CONSTRUCTION & REAL ESTATE -
CONTINUED

CONSTRUCTION - 3.2%

Centex Corp. 160,000 $ 5,850,000

Crossman Communities, Inc. (a) 34,500 905,625

Del Webb Corp. 62,000 1,433,750

Jacobs Engineering Group, 58,000 2,287,375
Inc. (a)

M.D.C. Holdings, Inc. 96,600 1,895,775

M/I Schottenstein Homes, Inc. 35,000 717,500

Monaco Coach Corp. (a) 27,000 749,250

NCI Building Systems, Inc. (a) 100,000 2,406,250

Ryland Group, Inc. 92,000 2,415,000

18,660,525

ENGINEERING - 0.1%

URS Corp. (a) 30,000 691,875

TOTAL CONSTRUCTION & REAL 35,701,007
ESTATE

DURABLES - 11.3%

AUTOS, TIRES, & ACCESSORIES -
4.0%

Arvin Industries, Inc. 58,000 2,124,250

Borg-Warner Automotive, Inc. 40,000 2,270,000

CLARCOR, Inc. 25,000 468,750

Copart, Inc. (a) 40,000 725,000

Navistar International Corp. 95,000 4,969,688
(a)

O'Reilly Automotive, Inc. (a) 70,000 3,202,500

Superior Industries 75,000 1,875,000
International, Inc.

Tower Automotive, Inc. (a) 329,000 7,567,000

23,202,188

CONSUMER DURABLES - 0.6%

Ballantyne of Omaha, Inc. 80,000 635,000

Department 56, Inc. (a) 109,000 2,949,813

3,584,813

CONSUMER ELECTRONICS - 0.4%

Fossil, Inc. (a) 68,000 2,091,000

HOME FURNISHINGS - 2.7%

Craftmade International, Inc. 15,000 196,875

Ethan Allen Interiors, Inc. 12,800 648,800

Flexsteel Industries, Inc. 10,000 130,625

Furniture Brands 249,000 6,240,563
International, Inc. (a)

Haverty Furniture Companies, 30,000 708,750
Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

DURABLES - CONTINUED

HOME FURNISHINGS - CONTINUED

La-Z-Boy, Inc. 80,000 $ 1,575,000

Linens'n Things, Inc. (a) 120,000 5,490,000

Stanley Furniture Co., Inc. 22,000 467,500
(a)

Winsloew Furniture, Inc. (a) 22,000 684,750

16,142,863

TEXTILES & APPAREL - 3.6%

K-Swiss, Inc. Class A 18,000 756,000

Mohawk Industries, Inc. (a) 232,500 7,498,125

Polymer Group, Inc. (a) 35,000 363,125

Quiksilver, Inc. (a) 105,000 2,789,063

WestPoint Stevens, Inc. Class 288,000 9,864,000
A (a)

21,270,313

TOTAL DURABLES 66,291,177

FINANCE - 7.0%

BANKS - 2.1%

Bank of Commerce 35,000 730,625

City National Corp. 189,500 7,319,438

Commerce Bancorp, Inc. 30,000 1,323,750

Cullen Frost Bankers, Inc. 48,000 2,589,000

Greater Bay Bancorp 12,000 361,500

Republic Bancorp, Inc. 9,700 123,069

12,447,382

CREDIT & OTHER FINANCE - 1.0%

AmeriCredit Corp. (a) 200,000 3,312,500

Delta Financial Corp. (a) 80,000 630,000

Resource Bancshares Mortgage 135,000 1,653,750
Group, Inc.

World Acceptance Corp. (a) 30,000 159,375

5,755,625

INSURANCE - 1.5%

American Heritage Life 15,000 347,813
Investment Corp.

Annuity & Life Re Holdings 800 15,800
Ltd.

Blanch E.W. Holdings, Inc. 20,000 1,177,500

Chartwell Re Corp. 33,000 610,500

CNA Surety Corp. 35,000 472,500

FBL Financial Group, Inc. 25,000 496,875
Class A

FPIC Insurance Group, Inc. 7,000 315,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

INSURANCE - CONTINUED

Gallagher (Arthur J.) & Co. 43,000 $ 2,042,500

HCC Insurance Holdings, Inc. 25,300 534,463

Medical Assurance, Inc. (a) 19,635 539,963

Reinsurance Group of America, 51,000 2,180,250
Inc.

Unico American Corp. 10,000 101,250

8,834,414

SAVINGS & LOANS - 1.3%

Andover Bancorp, Inc. 20,000 615,000

Bay View Capital Corp. 100,000 1,781,250

California Federal Savings
Bank of Los Angeles:

contingent litigation 24,640 63,140
recovery participation
interest rights (a)

secondary contingent 38,540 57,810
litigation recovery
participation interest
rights (a)

D & N Financial Corp. 12,000 276,000

Dime Community Bancorp, Inc. 30,000 675,000

Downey Financial Corp. 12,800 256,000

First Republic Bank (a) 30,000 772,500

First Washington Bancorp, 17,000 342,125
Inc.

FirstFed Financial Corp. (a) 80,000 1,385,000

Flagstar Bancorp, Inc. 20,000 510,000

Flushing Financial Corp. 30,000 450,000

Golden State Bancorp, Inc. 229,565 430,434
litigation warrants 12/31/99
(a)

Harbor Florida Bancshares, 32,500 381,875
Inc.

7,996,134

SECURITIES INDUSTRY - 1.1%

Eaton Vance Corp. 40,000 912,500

Hambrecht & Quist Group (a) 50,000 1,762,500

John Nuveen Co. Class A 23,000 914,250

Morgan Keegan, Inc. 45,000 753,750

Municipal Mortgage & Equity 25,000 482,813
LLC

Southwest Securities Group, 30,000 1,588,125
Inc.

6,413,938

TOTAL FINANCE 41,447,493

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

HEALTH - 7.1%

DRUGS & PHARMACEUTICALS - 0.6%

Alpharma, Inc. Class A 100,833 $ 2,974,574

Polymedica Industries, Inc. 70,000 577,500
(a)

3,552,074

MEDICAL EQUIPMENT & SUPPLIES
- - 5.1%

Bindley Western Industries, 80,000 2,470,000
Inc.

EMPI, Inc. (a) 31,800 711,525

Ocular Sciences, Inc. (a) 56,000 1,708,000

OEC Medical Systems, Inc. 29,000 686,938

Priority Healthcare Corp. 23,296 1,180,816
Class A (a)

Resmed, Inc. (a) 20,000 528,750

VISX, Inc. (a) 176,600 22,737,234

Young Innovations, Inc. (a) 400 5,250

30,028,513

MEDICAL FACILITIES MANAGEMENT
- - 1.4%

American Medical Securities 35,000 522,813
Group, Inc.

Hanger Orthopedic Group, Inc. 61,000 892,125
(a)

Hooper Holmes, Inc. 118,000 1,880,625

Medquist, Inc. (a) 90,000 3,082,500

Physician Reliance Network, 207,500 1,711,875
Inc. (a)

8,089,938

TOTAL HEALTH 41,670,525

INDUSTRIAL MACHINERY &
EQUIPMENT - 4.5%

ELECTRICAL EQUIPMENT - 0.3%

Juno Lighting, Inc. 25,000 568,750

LSI Industries, Inc. 10,000 200,000

Rayovac Corp. (a) 31,000 837,000

1,605,750

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.5%

Astec Industries, Inc. (a) 41,000 1,588,750

Briggs & Stratton Corp. 111,000 7,319,063

Manitowoc Co., Inc. 136,500 5,204,063

Scotsman Industries, Inc. 5,900 119,106

Terex Corp. (a) 100,000 3,162,500

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

Toro Co. 45,000 $ 1,566,563

Varlen Corp. 71,250 1,995,000

20,955,045

POLLUTION CONTROL - 0.7%

Insituform Technologies, Inc. 46,000 876,875
Class A (a)

Ogden Corp. 122,000 3,149,125

4,026,000

TOTAL INDUSTRIAL MACHINERY & 26,586,795
EQUIPMENT

MEDIA & LEISURE - 7.3%

ENTERTAINMENT - 0.2%

Powerhouse Technologies, Inc. 50,000 875,000
(a)

Scientific Games Holdings 30,000 480,000
Corp. (a)

1,355,000

LEISURE DURABLES & TOYS - 1.3%

National R.V. Holdings, Inc. 113,000 2,923,875
(a)

Steinway Musical Instruments, 20,000 471,250
Inc. (a)

T-HQ, Inc. (a) 166,500 4,370,625

7,765,750

LODGING & GAMING - 0.3%

Choice Hotels International, 45,000 703,125
Inc. (a)

WMS Industries, Inc. 100,000 1,006,250

1,709,375

PUBLISHING - 1.6%

Houghton Mifflin Co. 96,000 4,284,000

World Color Press, Inc. (a) 194,000 4,959,125

9,243,125

RESTAURANTS - 3.9%

CEC Entertainment, Inc. (a) 260,000 9,750,000

Foodmaker, Inc. (a) 297,000 7,165,125

Morrison Health Care, Inc. 29,000 543,750

Rare Hospitality 40,000 720,000
International, Inc. (a)

Ruby Tuesday, Inc. 86,000 1,569,500

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - CONTINUED

Ryan's Family Steak Houses, 198,000 $ 2,450,250
Inc. (a)

Taco Cabana, Inc. Class A (a) 75,500 764,438

22,963,063

TOTAL MEDIA & LEISURE 43,036,313

NONDURABLES - 2.7%

BEVERAGES - 1.3%

Boston Beer Co., Inc. Class A 50,000 421,875
(a)

Canandaigua Wine, Inc. Class 91,000 4,686,500
A (a)

Coors (Adolph) Co. Class B 53,000 2,835,500

7,943,875

FOODS - 0.4%

Balance Bar Co. (a) 60,000 420,000

J & J Snack Food Corp. (a) 14,000 304,500

Pilgrims Pride Corp. 43,900 817,638

Riviana Foods, Inc. 9,000 175,500

TCBY Enterprises, Inc. 35,000 238,438

WLR Foods, Inc. (a) 30,000 198,750

2,154,826

HOUSEHOLD PRODUCTS - 1.0%

Aptargroup, Inc. 80,000 2,240,000

Brady (W.H.) Co. Class A 30,000 776,250

Church & Dwight Co., Inc. 34,000 1,455,625

Racing Champions Corp. (a) 95,000 1,389,375

5,861,250

TOTAL NONDURABLES 15,959,951

PRECIOUS METALS - 0.6%

Stillwater Mining Co. (a) 120,000 3,397,500

RETAIL & WHOLESALE - 12.1%

APPAREL STORES - 7.2%

American Eagle Outfitters, 58,000 4,335,500
Inc. (a)

AnnTaylor Stores Corp. (a) 150,000 7,125,000

Buckle, Inc. (The) (a) 60,000 1,402,500

Cato Corp. Class A 50,000 562,500

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED

APPAREL STORES - CONTINUED

Chicos Fas, Inc. (a) 25,000 $ 626,563

Ross Stores, Inc. 358,000 16,445,625

Talbots, Inc. 100,000 3,150,000

Wet Seal, Inc. Class A (a) 210,000 8,557,500

42,205,188

DRUG STORES - 0.3%

Longs Drug Stores Corp. 56,000 1,925,000

GENERAL MERCHANDISE STORES -
1.2%

Cost Plus, Inc. (a) 67,500 2,379,375

Shopko Stores, Inc. (a) 134,000 4,597,875

6,977,250

RETAIL & WHOLESALE,
MISCELLANEOUS - 3.4%

Best Buy Co., Inc. (a) 148,000 7,067,000

Global Directmail Corp. (a) 90,000 1,372,500

Micro Warehouse, Inc. (a) 250,000 4,234,375

Musicland Stores Corp. (a) 210,000 2,283,750

SCP Pool Corp. (a) 25,000 459,375

Spiegel, Inc. Class A (a) 90,900 681,750

Zale Corp. (a) 100,000 3,781,250

19,880,000

TOTAL RETAIL & WHOLESALE 70,987,438

SERVICES - 7.1%

ADVERTISING - 0.0%

Mpath Interactive, Inc. (a) 100 3,938

EDUCATIONAL SERVICES - 0.3%

Devry, Inc. (a) 50,000 1,318,750

GP Strategies Corp. (a) 30,000 461,250

New Horizons Worldwide, Inc. 6,000 120,375
(a)

1,900,375

LEASING & RENTAL - 0.6%

Central Parking Corp. 110,900 3,514,144

PRINTING - 3.5%

Big Flower Holdings, Inc. (a) 109,000 3,883,125

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

SERVICES - CONTINUED

PRINTING - CONTINUED

Consolidated Graphics, Inc. 86,000 $ 3,665,750
(a)

Valassis Communications, Inc. 229,000 12,824,000
(a)

20,372,875

SERVICES - 2.7%

ABM Industries, Inc. 25,000 759,375

AmeriPath, Inc. (a) 125,000 1,171,875

Automobile Protection Corp. 140,000 1,233,750
(a)

Capital Senior Living Corp. 124,000 1,224,500
(a)

CDI Corp. (a) 60,000 1,593,750

FYI, Inc. (a) 32,000 992,000

Lason, Inc. (a) 40,000 1,582,500

On Assignment, Inc. (a) 50,000 1,515,625

Pre-Paid Legal Services, Inc. 135,000 3,847,500
(a)

Regis Corp. 75,000 1,921,875

Wackenhut Corp. 10,000 224,375

16,067,125

TOTAL SERVICES 41,858,457

TECHNOLOGY - 12.2%

COMMUNICATIONS EQUIPMENT - 3.8%

Checkpoint Systems, Inc. (a) 200,000 1,962,500

Dycom Industries, Inc. (a) 109,500 5,002,781

InterVoice, Inc. (a) 154,000 1,535,188

ITI Technologies, Inc. (a) 25,000 665,625

Jabil Circuit, Inc. (a) 200,000 9,312,500

Xircom, Inc. (a) 180,000 4,050,000

22,528,594

COMPUTER SERVICES & SOFTWARE
- - 3.9%

American Management Systems, 150,000 5,156,250
Inc. (a)

Ansys, Inc. (a) 30,000 266,250

AppliedTheory Corp. (a) 100 2,050

AVT Corp. (a) 63,000 1,712,813

BancTec, Inc. (a) 53,500 869,375

Bell & Howell Co. (a) 50,000 1,671,875

BMC Software, Inc. 37,125 1,598,695

Ciber, Inc. (a) 33,500 632,313

FactSet Research Systems, 27,000 1,258,875
Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Gerber Scientific, Inc. 80,500 $ 1,514,406

Informatica Corp. (a) 200 5,650

Marimba, Inc. (a) 100 6,075

Melita International Corp. (a) 35,000 433,125

Mentor Graphics Corp. (a) 100,000 1,212,500

Omega Research, Inc. (a) 20,000 190,000

Pacific Internet Ltd. (a) 100 7,938

Peregrine Systems, Inc. (a) 194,300 4,371,750

Prodigy Communications Corp. 400 10,750
(a)

Progress Software Corp. (a) 60,000 1,365,000

Project Software & 26,900 591,800
Development, Inc. (a)

Razorfish, Inc. (a) 100 4,350

22,881,840

COMPUTERS & OFFICE EQUIPMENT
- - 0.3%

Cybex Corp. 27,750 527,250

Kronos, Inc. (a) 9,500 323,000

Radisys Corp. (a) 13,400 420,425

Savoir Technology Group, Inc. 12,500 112,500
(a)

SCM Microsystems, Inc. (a) 4,800 316,200

1,699,375

ELECTRONIC INSTRUMENTS - 1.0%

Aeroflex, Inc. (a) 155,000 2,266,875

Anadigics, Inc. (a) 69,400 1,656,925

Optical Coating Laboratories, 26,000 1,602,250
Inc.

Thermoquest Corp. (a) 25,000 273,438

5,799,488

ELECTRONICS - 3.2%

Anaren Microwave, Inc. (a) 20,000 407,500

Benchmark Electronics, Inc. 25,000 840,625
(a)

Cree Research, Inc. (a) 130,000 5,460,000

CTS Corp. 89,000 4,750,375

Dallas Semiconductor Corp. 70,000 2,975,000

DII Group, Inc. (a) 17,300 536,300

Maxwell Technologies, Inc. (a) 35,000 660,625

Optek Technology, Inc. (a) 20,000 300,000

Plexus Corp. (a) 30,000 1,001,250

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Triumph Group, Inc. (a) 44,000 $ 1,193,500

Videoserver, Inc. (a) 70,000 813,750

18,938,925

TOTAL TECHNOLOGY 71,848,222

TRANSPORTATION - 2.7%

AIR TRANSPORTATION - 1.5%

America West Holding Corp. 144,000 3,006,000
Class B (a)

Atlas Air, Inc. (a) 10,000 290,000

SkyWest, Inc. 204,100 5,306,600

8,602,600

RAILROADS - 0.6%

MotivePower Industries, Inc. 157,500 2,687,344
(a)

Westinghouse Air Brake Co. 37,000 825,563

3,512,907

TRUCKING & FREIGHT - 0.6%

American Freightways Corp. (a) 50,000 859,375

Landstar System, Inc. (a) 40,000 1,557,500

Rollins Truck Leasing Corp. 123,000 1,276,125

3,693,000

TOTAL TRANSPORTATION 15,808,507

UTILITIES - 2.2%

ELECTRIC UTILITY - 1.3%

Calpine Corp. (a) 76,000 3,239,500

CLECO Corp. 40,000 1,235,000

United Illuminating Co. 84,000 3,307,500

7,782,000

GAS - 0.8%

MDU Resources Group, Inc. 66,700 1,421,544

New Jersey Resources Corp. 15,000 553,125

Southern Union Co. 20,000 445,000

Southwest Gas Corp. 72,000 2,056,500

4,476,169

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

WATER - 0.1%

Philadelphia Suburban Corp. 30,000 $ 676,875

TOTAL UTILITIES 12,935,044

TOTAL COMMON STOCKS 515,895,464
(Cost $388,169,020)

CONVERTIBLE PREFERRED STOCKS
- - 0.1%

CONSTRUCTION & REAL ESTATE -
0.1%

REAL ESTATE INVESTMENT TRUSTS
- - 0.1%

Kimco Realty Corp. Series D 16,200 407,025
$1.875 (Cost $335,936)

INVESTMENT COMPANIES - 3.1%

AIM Eastern Europe Fund (a) 29,933 188,952

Brazil Fund, Inc. 15,000 227,813

Central European Equity Fund, 50,000 637,500
Inc.

Chile Fund, Inc. 29,000 349,813

Emerging Markets 200,000 1,750,000
Infrastructure Fund, Inc.

Emerging Markets 40,000 415,000
Telecommunication Fund, Inc.

First Australia Fund, Inc. 15,000 121,875

Italy Fund, Inc. (The) 170,000 2,550,000

Kemper Growth Fund of Spain, 74,042 1,613,371
Series A (a)

Mexico Fund, Inc. (The) 45,000 790,313

Morgan Stanley Asia-Pacific 65,000 593,125
Fund, Inc.

Morgan Stanley Emerging 46,000 508,875
Markets Fund, Inc. (a)

New Germany Fund, Inc. (The) 275,000 3,300,000

Portugal Fund, Inc. 50,000 693,750

Scudder New Asia Fund, Inc. 20,000 245,000
(a)

Scudder New Europe Fund, Inc. 18,000 357,750

Singapore Fund, Inc. 19,000 168,625

Southern Africa Fund, Inc. 25,200 305,550

Spain Fund, Inc. 150,000 2,156,250

Taiwan Fund, Inc. 85,000 1,381,250

TOTAL INVESTMENT COMPANIES 18,354,812
(Cost $20,125,052)

CASH EQUIVALENTS - 9.1%

SHARES VALUE (NOTE 1)

Taxable Central Cash Fund (b) 53,240,271 $ 53,240,271
(Cost $53,240,271)

TOTAL INVESTMENT IN $ 587,897,572
SECURITIES - 100%
(Cost $461,870,279)

LEGEND

(a) Non-income producing

INCOME TAX INFORMATION

At April 30, 1999, the aggregate cost of investment securities for
income tax purposes was $461,915,146. Net unrealized appreciation
aggregated $125,982,426, of which $142,226,137 related to appreciated
investment securities and $16,243,711 related to depreciated
investment securities.

The fund hereby designates approximately $23,602,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

At April 30, 1999, the fund had a capital loss carryforward of
approximately $73,495,000 all of which will expire on April 30, 2007.

The fund intends to elect to defer to its fiscal year ending April 30,
2000 approximately $22,987,000 of losses recognized during the period
November 1, 1998 to April 30, 1999.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1999

ASSETS

Investment in securities, at $ 587,897,572
value (cost $461,870,279) -
See accompanying schedule

Receivable for investments 27,378,560
sold

Receivable for fund shares 1,168,898
sold

Dividends receivable 106,000

Interest receivable 149,332

Other receivables 275,055

TOTAL ASSETS 616,975,417

LIABILITIES

Payable for investments $ 23,922,724
purchased

Payable for fund shares 1,715,819
redeemed

Accrued management fee 215,560

Other payables and accrued 70,254
expenses

TOTAL LIABILITIES 25,924,357

NET ASSETS $ 591,051,060

Net Assets consist of:

Paid in capital $ 557,557,876

Undistributed net investment 3,718,168
income

Accumulated undistributed net (96,252,277)
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 126,027,293
(depreciation) on investments

NET ASSETS, for 42,748,936 $ 591,051,060
shares outstanding

NET ASSET VALUE, offering $13.83
price and redemption price
per share ($591,051,060
(divided by) 42,748,936
shares)

STATEMENT OF OPERATIONS
YEAR ENDED APRIL 30, 1999

INVESTMENT INCOME $ 5,556,311
Dividends

Interest 3,767,736

TOTAL INCOME 9,324,047

EXPENSES

Management fee Basic fee $ 4,491,378

Performance adjustment (770,621)

Transfer agent fees 2,072,368

Accounting fees and expenses 295,830

Non-interested trustees' 2,065
compensation

Custodian fees and expenses 33,178

Registration fees 61,805

Audit 37,027

Legal 5,909

Miscellaneous 542

Total expenses before 6,229,481
reductions

Expense reductions (258,820) 5,970,661

NET INVESTMENT INCOME 3,353,386

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

Investment securities (75,489,580)

Foreign currency transactions 147

Futures contracts (19,527,547) (95,016,980)

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (94,922,460)

Futures contracts (882,943) (95,805,403)

NET GAIN (LOSS) (190,822,383)

NET INCREASE (DECREASE) IN $ (187,468,997)
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED APRIL 30, 1999 YEAR ENDED APRIL 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 3,353,386 $ 4,550,040
income

Net realized gain (loss) (95,016,980) 86,477,045

Change in net unrealized (95,805,403) 167,147,569
appreciation (depreciation)

NET INCREASE (DECREASE) IN (187,468,997) 258,174,654
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (1,778,107) (5,800,797)
From net investment income

From net realized gain (30,938,619) (53,690,763)

TOTAL DISTRIBUTIONS (32,716,726) (59,491,560)

Share transactions Net 332,647,409 606,422,745
proceeds from sales of shares

Reinvestment of distributions 32,481,558 59,048,723

Cost of shares redeemed (473,182,473) (397,131,032)

NET INCREASE (DECREASE) IN (108,053,506) 268,340,436
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 718,292 882,960

TOTAL INCREASE (DECREASE) (327,520,937) 467,906,490
IN NET ASSETS

NET ASSETS

Beginning of period 918,571,997 450,665,507

End of period (including $ 591,051,060 $ 918,571,997
undistributed net investment
income of $3,718,168 and
$2,114,416, respectively)

OTHER INFORMATION
Shares

Sold 24,088,575 37,016,611

Issued in reinvestment of 1,980,592 3,782,147
distributions

Redeemed (34,043,312) (24,590,359)

Net increase (decrease) (7,974,145) 16,208,399

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

YEARS ENDED APRIL 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning $ 18.11 $ 13.06 $ 13.89 $ 10.93 $ 10.61
of period

Income from Investment
Operations

Net investment income .07 C .10 C .06 C .07 .05

Net realized and unrealized (3.71) 6.20 (.39) 3.74 .28
gain (loss)

Total from investment (3.64) 6.30 (.33) 3.81 .33
operations

Less Distributions

From net investment income (.04) E (.13) (.01) (.08) (.01)

From net realized gain (.61) E (1.14) (.51) (.77) -

Total distributions (.65) (1.27) (.52) (.85) (.01)

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

Net asset value, end of period $ 13.83 $ 18.11 $ 13.06 $ 13.89 $ 10.93

TOTAL RETURN A, B (20.61)% 50.21% (2.38)% 35.72% 3.12%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 591,051 $ 918,572 $ 450,666 $ 554,573 $ 562,736
(000 omitted)

Ratio of expenses to average .89% 1.01% .95% 1.01% .97%
net assets

Ratio of expenses to average .85% D .97% D .90% D .99% D .90% D
net assets after expense
reductions

Ratio of net investment .48% .63% .41% .39% .40%
income to average net assets

Portfolio turnover rate 96% 88% 176% 192% 182%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
E THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK
TO TAX DIFFERENCES.

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1999

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:

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
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, foreign
currency transactions, passive foreign investment companies (PFIC),
non-taxable dividends, capital loss carryforwards 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.

SHORT-TERM TRADING (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.

2. OPERATING POLICIES - CONTINUED

REPURCHASE AGREEMENTS - CONTINUED

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. 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 $614,316,448 and $715,697,916, respectively.

The market value of futures contracts opened and closed during the
period amounted to $322,694,515 and $396,518,525, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .35%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period,

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

the management fee was equivalent to an annual rate of .53% of average
net assets after the performance adjustment.

SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $203,175 on sales of shares of the fund of which
$203,102 was retained. Effective September 30, 1998, the fund's 3%
sales charge was eliminated.

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.

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 $222,737 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $4,405 and $31,678, respectively, under these arrangements.

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders
of Fidelity Small Cap Selector:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments of Fidelity Small Cap Selector
as of April 30, 1999, and the related statements of operations,
changes in net assets and financial highlights for the year then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial
highlights based on our audit. The statement of changes in net assets
for the year ended April 30, 1998, and the financial highlights for
each of the years in the four-year period ended April 30, 1998 were
audited by other auditors whose report, dated June 5, 1998, expressed
an unqualified opinion on those statements and financial highlights.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of the securities owned at April 30, 1999, by
correspondence with the custodian and brokers; where replies were not
received from brokers, we performed other auditing procedures. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Fidelity Small Cap Selector at April 30, 1999, the results of its
operations, the changes in its net assets, and its financial
highlights for the year then ended in conformity with generally
accepted accounting principles.

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 8, 1999

OTHER INFORMATION

Based on the recommendation of the Audit Committee of Fidelity Small
Cap Selector, the Board of Trustees has determined not to retain
PricewaterhouseCoopers LLP as the fund's independent auditor and voted
to appoint Deloitte & Touche LLP for the fiscal year ended April 30,
1999. For the fiscal years ended April 30, 1998 and April 30, 1997,
PricewaterhouseCoopers LLP's audit reports contained no adverse
opinion or disclaimer of opinion; nor were their reports qualified as
to uncertainty, audit scope, or accounting principles. Further, there
were no disagreements between the fund and PricewaterhouseCoopers LLP
on accounting principles, financial statement disclosure or audit
scope, which if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference to
the disagreement in their report.

DISTRIBUTIONS

A total of 32.48% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

OF SPECIAL NOTE

INTRODUCING FIDELITY'S NEW, REORGANIZED PROSPECTUS

We invite you to spend a moment and review our new prospectus. It is
designed to help make your investment decision easier, no matter which
of the Fidelity funds you invest in.

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MAINE

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MARYLAND

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1 West Pennsylvania Ave.
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MASSACHUSETTS

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NEW JERSEY

150 Essex Street
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56 South Street
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501 Route 17, South
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NEW YORK

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999 Walt Whitman Road
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1271 Avenue of the Americas
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71 Broadway
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NORTH CAROLINA

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OHIO

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28699 Chagrin Boulevard
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19740 IH 45 North
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UTAH

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Salt Lake City, UT

VIRGINIA

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WASHINGTON, DC

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WISCONSIN

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TO WRITE FIDELITY

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SELLING SHARES

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Boston, MA

INVESTMENT SUB-ADVISERS
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(Far East) Inc., Tokyo, Japan
Fidelity Management & Research
(U.K.) Inc., London, England

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Robert A. Lawrence, Vice President
Bradford Lewis, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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SERVICING AGENT
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Boston, MA

* INDEPENDENT TRUSTEES

SCS-ANN-0699 78277
1.703160.101

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Boston, MA

FIDELITY'S GROWTH FUNDS
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Small Cap Stock Fund
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FIDELITY
SMALL CAP STOCK
FUND

ANNUAL REPORT
APRIL 30, 1999

(2_FIDELITY_LOGOS)(2_FIDELITY_LOGOS)

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

NOTES 25 Notes to the financial
statements.

REPORT OF INDEPENDENT 30 The auditors' opinion.
ACCOUNTANTS

OTHER INFORMATION 31

DISTRIBUTIONS 32

OF SPECIAL NOTE 33

Third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance.
You can look at the total percentage change in value, the average
annual percentage change or the growth of a hypothetical $10,000
investment. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). If Fidelity had not reimbursed certain fund
expenses, the life of fund total returns would have been lower.

CUMULATIVE TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR LIFE OF FUND

FIDELITY SMALL CAP STOCK -10.12% -5.17%

FIDELITY SMALL CAP STOCK -12.81% -8.02%
(INCL. 3.00% TRADING FEE)

Russell 2000 (registered -9.25% -6.18%
trademark)

Small Cap Funds Average -11.11% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year or since the fund
started on 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 - a market
capitalization-weighted index of 2,000 small company 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
Inc. The past one year average represents a peer group of 676 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR LIFE OF FUND

FIDELITY SMALL CAP STOCK -10.12% -4.58%

FIDELITY SMALL CAP STOCK -12.81% -7.11%
(INCL. 3.00% TRADING FEE)

Russell 2000 -9.25% -5.47%

Small Cap Funds Average -11.11% n/a

$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
1998/10/31 7730.00 8147.08
1998/11/30 8340.00 8573.93
1998/12/31 8931.26 9104.50
1999/01/31 9191.89 9225.49
1999/02/28 8540.33 8478.27
1999/03/31 8780.91 8610.63
1999/04/30 9198.00 9382.21
IMATRL PRASUN SHR__CHT 19990430 19990512 103250 R00000000000017

$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 April 30, 1999, the value of the investment would have been
$9,198 - an 8.02% 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 $9,382 - a 6.18% decrease.

(checkmark)UNDERSTANDING
PERFORMANCE

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

Powerful momentum in stock prices
and overwhelming investor
confidence provided the backdrop
for the surge in large-cap stock
prices during the 12-month period
that ended April 30, 1999.
Following the July through October
1998 correction, investor
confidence was bolstered by a
near-perfect economic environment
of strong domestic growth, low
interest rates, benign inflation and
improving overseas markets. The
hype surrounding equities was
greatest in the technology sector,
most notably Internet stocks.
Pharmaceutical, finance and
telecommunications shares also
performed well. Late in the period,
economically sensitive cyclical stocks
outperformed other sectors as
investors worried about the
potential threat of inflation due to
strong economic indicators in the
U.S. and signs that global markets
were beginning to turn around.
Approximately one month after
surpassing the 10,000 level late in
March, the Dow Jones Industrial
Average was flirting with 11,000.
As market leadership
broadened into cyclical stocks and
value-oriented sectors, the surge in
stock prices drove the Dow Jones
Industrials, Standard & Poor's 500
and NASDAQ indexes up 21.06%,
21.82% and 36.10%, respectively,
for the year. The phenomenal
performance of a narrow group of
large-cap growth stocks, however,
masked the weak results of the
overall market as the average stock
on the New York Stock Exchange
posted negative returns during the
period.

(photograph of Paul Antico)

An interview with Paul Antico, Portfolio Manager of Fidelity Small Cap
Stock Fund

Q. HOW DID THE FUND PERFORM, PAUL?

A. For the 12 months that ended April 30, 1999, the fund returned
- -10.12%, outperforming the small cap funds average's return of
- -11.11%, according to Lipper Inc. The fund also compares its
performance to the Russell 2000 Index, which returned -9.25% over the
same 12-month period.

Q. HOW DID YOU MANAGE THE FUND IN THIS DIFFICULT YEAR FOR SMALL-CAP
STOCKS?

A. It was a challenge. The past year saw investors continuing to seek
out the perceived safety of larger companies as the crisis in Asia
spread, widening the gap between large- and small-cap stock returns. A
few companies among the fund's health care and financial stock
holdings announced unfavorable news during the third quarter of 1998,
and their stock prices plummeted - a recurring theme in the small-cap
market. This caused the fund to slightly underperform the Russell
index during the first several months of the period. To make the fund
more manageable as I sought good opportunities, I reduced the number
of holdings. Ideally, I wanted the fund to hold 200 or fewer stocks,
and I maintained that level throughout the latter part of the period.
I also built a core foundation of long-term, stable companies to
anchor the fund with what I expect will be steady, respectable
appreciation while I continued to look for exciting undiscovered
companies to maximize return. This strategy appeared to have paid off
in the second half of the fiscal year as the fund outperformed the
Russell 2000 Index and its peer group in six out of the seven months
from October through April.

Q. THE FUND OUTPERFORMED ITS PEER GROUP DUE IN PART TO AN
OVERWEIGHTING - AND GOOD STOCK PICKING - IN MEDIA AND LEISURE STOCKS.
WHY DID YOU LIKE THESE STOCKS, AND WHICH ONES PERFORMED WELL?

A. I tried to identify companies that I believed would be good
long-term performers. For example, cable stocks provided tremendous
returns. Cable TV is one of the few businesses in America that
maintained pricing power - the ability to raise prices - over the last
couple of years, and cable providers have developed new services -
still in their infancy - that should be extremely valuable over the
long term. Videotron - the fund's biggest holding at the end of the
period - is a Canadian telecommunications company that operates cable
TV, TV broadcasting, telephone services and interactive multimedia
services, and had very strong performance. TCA Cable, another top 10
holding, is the 16th largest regional cable TV operator in the U.S. It
also performed very well.

Q. WHICH OTHER STOCKS HELPED PERFORMANCE?

A. Gemstar International, one of the fund's top holdings, manufactures
electronic devices and develops software that enhances the viewing and
recording of television programming, including the "VCR+" instant
recording device and an on-screen programming guide. It continued to
demonstrate the importance of its technology to service providers and
consumers, and successfully defended itself from a hostile takeover
effort. RealNetworks, a leader in audio and video streaming technology
for the Internet, continued to maintain its dominant market share and
forge further important strategic alliances.

Q. WHAT ABOUT DISAPPOINTMENTS?

A. Sirrom Capital, a specialty finance company, performed poorly
following an increase in the number of its problem loans and a
decrease in the value of its warrant portfolio in a weak Initial
Public Offering market last year. Another disappointment was ESC
Medical, a maker of laser products used for cosmetic treatments. The
company experienced a sudden slowdown in the growth of its core
products and encountered integration problems from a major
acquisition. Party City had a good concept and had previously had good
earnings growth, but business conditions deteriorated during the
period and management was slow to respond. I sold these stocks from
the fund's portfolio.

Q. WHAT'S YOUR OUTLOOK?

A. I don't try to predict the direction of the economy or the overall
market. However, given the volatility of small caps in general, I put
a great deal of emphasis on owning what I perceive are only
high-quality, long-term stories, while responding to moves in stock
prices on the basis of the fundamentals of individual companies. I
also have the benefit of working with a great team of researchers
following small-cap stocks, both domestically and overseas, who follow
up on my ideas and come up with their own. That being said, I believe
that the fund is well positioned right now with a great core of
long-term, stable companies complemented by exciting new stories. My
goal is to sustain a manageable number of holdings, reduce turnover
and find good returns while minimizing risk.

(checkmark)FUND FACTS

START DATE: March 12, 1998

FUND NUMBER: 340

TRADING SYMBOL: FSLCX

SIZE: as of April 30, 1999
more than $426 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

PAUL ANTICO ON FIDELITY'S
SMALL-CAP RESEARCH TEAM:

"Given the industry's increasing
focus on large-cap stocks, we took
the opportunity to restructure our
team of analysts to maximize
coverage, while increasing
opportunities to find new and
exciting small companies that
may be overlooked by others.
Each `core' analyst now follows a
smaller number of companies,
supported by a team of small-cap
analysts that follows small
companies across the entire market
spectrum.

"I get a lot of help from the `core'
analysts, but by creating the new
small-cap team, I can also send
individual members to scout out
small companies that aren't
followed regularly by Fidelity or
its competitors. This gives
Fidelity the ability to follow
companies that are generally
too small to be covered by most
investment analysts, and allows
me to get the information I need,
when I need it.

"This group also adds value by
initiating new ideas, as do other
Fidelity fund managers who are
buying small-cap stocks. All in
all, this new system has been
working well."

NOTE TO SHAREHOLDERS:

On March 17, 1999, Fidelity
Small Cap Stock Fund re-opened
to new investors.

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 1999

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

Videotron Group Ltd. (sub. 4.0 2.8
vtg.)

IMAX Corp. 3.6 3.6

TCA Cable TV, Inc. 2.8 3.6

Maxwell Technologies, Inc. 2.4 3.1

Medialink Worldwide, Inc. 2.1 1.7

Pinnacle Systems, Inc. 2.0 1.0

Avid Technology, Inc. 2.0 1.6

Source Information Management 1.9 0.3
Co.

Boardwalk Equities, Inc. 1.7 1.4

QRS Corp. 1.6 0.6

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 1999

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

TECHNOLOGY 20.7 16.9

MEDIA & LEISURE 16.0 18.0

SERVICES 9.3 6.0

INDUSTRIAL MACHINERY & 7.8 5.3
EQUIPMENT

RETAIL & WHOLESALE 6.5 9.6

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF APRIL 30, 1999*

Stocks 89.9%
Convertible
securities 2.1%
Short-term
investments 8.0%
*FOREIGN
INVESTMENTS 23.1%

Row: 1, Col: 1, Value: 8.0
Row: 1, Col: 2, Value: 2.1
Row: 1, Col: 3, Value: 89.90000000000001

AS OF OCTOBER 31, 1998**

Stocks 87.1%
Convertible
securities 1.8%
Short-term
investments 11.1%
**FOREIGN
INVESTMENTS 20.8%

Row: 1, Col: 1, Value: 11.1
Row: 1, Col: 2, Value: 1.8
Row: 1, Col: 3, Value: 87.09999999999999

INVESTMENTS APRIL 30, 1999

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 89.9%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 2.8%

AEROSPACE & DEFENSE - 2.1%

Alliant Techsystems, Inc. (a) 52,500 $ 4,298,438

BE Aerospace, Inc. (a) 101,800 1,736,963

Orbital Sciences Corp. (a) 140,900 2,967,706

9,003,107

DEFENSE ELECTRONICS - 0.7%

Alpha Industries, Inc. (a) 85,450 3,012,113

Herley Industries, Inc. 4,100 52,531

3,064,644

TOTAL AEROSPACE & DEFENSE 12,067,751

BASIC INDUSTRIES - 1.2%

CHEMICALS & PLASTICS - 0.1%

Ivex Packaging Corp. (a) 35,300 694,969

METALS & MINING - 0.2%

General Cable Corp. 50,800 755,650

PACKAGING & CONTAINERS - 0.3%

Tupperware Corp. 51,700 1,224,644

PAPER & FOREST PRODUCTS - 0.6%

Mercer International, Inc. 258,500 1,712,563
(SBI)

Unisource Worldwide, Inc. 95,300 774,313

2,486,876

TOTAL BASIC INDUSTRIES 5,162,139

CONSTRUCTION & REAL ESTATE -
5.7%

BUILDING MATERIALS - 0.8%

Giant Cement Holding, Inc. (a) 49,200 1,088,550

Munters AB 114,400 1,183,040

York International Corp. 30,100 1,241,625

3,513,215

REAL ESTATE - 1.7%

Boardwalk Equities, Inc. (a) 729,300 7,308,017

REAL ESTATE INVESTMENT TRUSTS
- - 3.2%

Alexandria Real Estate 64,200 1,809,638
Equities, Inc.

AMRESCO Capital Trust, Inc. 215,700 2,264,850

Apartment Investment & 41,100 1,646,569
Management Co. Class A

Home Properties of N.Y., Inc. 76,450 1,978,144

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

CONSTRUCTION & REAL ESTATE -
CONTINUED

REAL ESTATE INVESTMENT TRUSTS
- - CONTINUED

Ocwen Asset Investment Corp. 462,200 $ 2,224,338

Redwood Trust, Inc. 216,900 3,646,631

13,570,170

TOTAL CONSTRUCTION & REAL 24,391,402
ESTATE

DURABLES - 4.3%

AUTOS, TIRES, & ACCESSORIES -
0.5%

Monro Muffler Brake, Inc. 140,600 966,625

Pep Boys-Manny, Moe & Jack 73,300 1,049,106

2,015,731

CONSUMER ELECTRONICS - 1.5%

Gemstar International Group 63,200 6,659,700
Ltd. (a)

HOME FURNISHINGS - 0.3%

Beter Bed Holding NV 38,100 1,099,273

TEXTILES & APPAREL - 2.0%

Cutter & Buck, Inc. (a) 204,600 5,294,025

Gildan Activewear, Inc. Class 70,100 941,969
A (a)

Jeans Mate Corp. 45,800 1,308,243

Nautica Enterprises, Inc. (a) 70,000 949,375

8,493,612

TOTAL DURABLES 18,268,316

ENERGY - 4.5%

ENERGY SERVICES - 2.6%

BJ Services Co. (a) 59,600 1,594,300

Helmerich & Payne, Inc. 120,600 3,105,450

KBC Advanced Technologies PLC 267,100 774,537

Nabors Industries, Inc. (a) 101,500 2,087,094

Smith International, Inc. 35,800 1,606,525

UTI Energy Corp. (a) 143,000 1,912,625

11,080,531

OIL & GAS - 1.9%

Beau Canada Exploration Ltd. 566,800 902,523
(a)

Bonavista Petroleum Ltd. (a) 91,700 849,657

Crestar Energy, Inc. (a) 125,000 1,514,242

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Frontier Oil Corp. (a) 427,300 $ 2,296,738

Santa Fe Energy Resources, 289,700 2,607,300
Inc. (a)

8,170,460

TOTAL ENERGY 19,250,991

FINANCE - 4.2%

BANKS - 0.6%

Cathay Bancorp, Inc. 21,400 746,325

Hanmi Bank (a) 67,019 929,889

Sterling Bancorp 53,600 1,112,200

2,788,414

CREDIT & OTHER FINANCE - 2.2%

Capital Trust, Inc. (a) 370,300 1,990,363

Long Beach Financial Corp. (a) 206,500 2,297,313

Medallion Financial Corp. 306,650 5,174,719

9,462,395

INSURANCE - 0.3%

Enhance Financial Services 57,200 1,183,325
Group, Inc.

Financial Security Assurance 2,500 142,813
Holdings Ltd.

1,326,138

SAVINGS & LOANS - 0.6%

Bank United Corp. Class A 23,800 960,925

Richmond County Financial 50,000 821,875
Corp.

Webster Financial Corp. 20,000 615,000

2,397,800

SECURITIES INDUSTRY - 0.5%

Affiliated Managers Group, 36,200 1,052,063
Inc. (a)

Dain Rauscher Corp. 25,200 1,080,450

2,132,513

TOTAL FINANCE 18,107,260

HEALTH - 3.7%

DRUGS & PHARMACEUTICALS - 1.3%

Alkermes, Inc. (a) 66,800 1,786,900

Biovail Corp. International 20,000 713,795
(a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Chirex, Inc. (a) 10,000 $ 260,000

Cytyc Corp. (a) 84,100 1,645,206

PAREXEL International Corp. 45,000 1,082,813
(a)

5,488,714

MEDICAL EQUIPMENT & SUPPLIES
- - 1.9%

American Science Engineering, 81,700 643,388
Inc. (a)

Cyberonics, Inc. (a) 255,000 2,071,875

I-Stat Corp. (a) 313,100 3,228,844

Resmed, Inc. (a) 30,000 793,125

Respironics, Inc. (a) 95,000 1,341,875

8,079,107

MEDICAL FACILITIES MANAGEMENT
- - 0.5%

Mid-Atlantic Medical 80,000 730,000
Services, Inc. (a)

Orthodontic Centers of 43,100 533,363
America, Inc. (a)

Syncor International Corp. (a) 35,000 997,500

2,260,863

TOTAL HEALTH 15,828,684

INDUSTRIAL MACHINERY &
EQUIPMENT - 6.4%

ELECTRICAL EQUIPMENT - 5.3%

Allen Telecom, Inc. (a) 340,900 3,195,938

Avid Technology, Inc. (a) 517,100 8,402,875

C-COR Electronics, Inc. (a) 54,000 1,316,250

Pinnacle Systems, Inc. (a) 155,700 8,466,188

VWR Scientific Products Corp. 52,400 1,342,750
(a)

22,724,001

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.1%

Badger Daylighting, Inc. (a) 250,400 1,074,125

Case Corp. 32,100 1,111,463

Hitachi Construction 160,000 975,708
Machinery Co. Ltd.

Lindsay Manufacturing Co. 52,900 1,127,431

Nitto Kohki Co. Ltd. 34,600 452,136

4,740,863

TOTAL INDUSTRIAL MACHINERY & 27,464,864
EQUIPMENT

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - 16.0%

BROADCASTING - 7.6%

Pegasus Communications Corp. 50,000 $ 2,050,000
(a)

SBS Broadcasting SA (a) 45,000 1,417,500

TCA Cable TV, Inc. 241,500 12,029,719

Videotron Group Ltd. (sub. 833,600 17,049,591
vtg.)

32,546,810

ENTERTAINMENT - 4.4%

Dover Downs Entertainment, 6,700 111,806
Inc.

Holmes Place PLC 150,000 797,445

IMAX Corp. (a) 785,100 15,357,138

Toolex International NV (a) 187,400 2,470,318

18,736,707

LEISURE DURABLES & TOYS - 0.4%

Coachmen Industries, Inc. 54,200 1,023,025

Winnebago Industries, Inc. 49,500 708,469

1,731,494

LODGING & GAMING - 0.9%

Hanover International PLC 315,000 649,555

Players International, Inc. 281,800 1,681,994
(a)

Prime Hospitality Corp. (a) 110,000 1,340,625

3,672,174

RESTAURANTS - 2.7%

CEC Entertainment, Inc. (a) 87,700 3,288,750

Friendly Ice Cream Corp. (a) 47,500 261,250

Morton's Restaurant Group, 34,100 579,700
Inc. (a)

New World Coffee & Bagels, 1,437,100 1,302,372
Inc. (a)(c)

Outback Steakhouse, Inc. (a) 19,450 696,553

Papa John's International, 12,800 514,400
Inc. (a)

PJ America, Inc. (a) 91,700 2,154,950

Ruby Tuesday, Inc. 47,700 870,525

Sizzler International, Inc. 649,800 1,177,763
(a)

Uno Restaurant Corp. (a) 120,100 945,788

11,792,051

TOTAL MEDIA & LEISURE 68,479,236

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

NONDURABLES - 3.0%

BEVERAGES - 1.2%

Canandaigua Wine, Inc. Class 20,900 $ 1,076,350
A (a)

Celestial Seasonings, Inc. (a) 85,800 1,640,925

Golden State Vinters, Inc. 64,700 465,031
Class B (a)

Lion Nathan Ltd. 369,800 930,814

Sleeman Breweries Ltd. (a) 171,300 887,656

5,000,776

FOODS - 1.6%

Ben & Jerry's Homemade, Inc. 41,100 1,194,469
Class A (a)

Chiquita Brands 80,000 800,000
International, Inc.

Corn Products International, 81,900 2,364,863
Inc.

Matthews (Bernard) PLC 524,216 1,140,091

PIC International Group PLC 1,286,900 1,264,650

Vlasic Foods International, 25,900 212,056
Inc. (a)

6,976,129

HOUSEHOLD PRODUCTS - 0.2%

Alberto-Culver Co. Class B 30,000 746,250

TOTAL NONDURABLES 12,723,155

PRECIOUS METALS - 0.4%

Agnico-Eagle Mines Ltd. 137,500 849,348

Euro-Nevada Mining Corp. Ltd. 59,000 1,010,329

1,859,677

RETAIL & WHOLESALE - 5.8%

APPAREL STORES - 1.1%

Baker (J.), Inc. 178,300 1,058,656

Hibbett Sporting Goods, Inc. 15,000 409,688
(a)

Suzy Shier Ltd. (sub-vtg.) 90,100 618,394

Venator Group, Inc. (a) 80,000 775,000

Wet Seal, Inc. Class A (a) 40,200 1,638,150

4,499,888

GENERAL MERCHANDISE STORES -
0.8%

Freds, Inc. Class A 73,400 857,863

Stein Mart, Inc. (a) 80,000 800,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED

GENERAL MERCHANDISE STORES -
CONTINUED

Tuesday Morning Corp. (a) 50,200 $ 978,900

Warehouse Group Ltd. (The) 200,000 797,633

3,434,396

RETAIL & WHOLESALE,
MISCELLANEOUS - 3.9%

Action Performance Companies, 181,900 6,161,863
Inc. (a)

AgriBioTech, Inc. (a) 150,000 1,153,125

AgriBioTech, Inc. warrants 60,000 1
12/31/01 (a)

Barbeques Galore Ltd. 223,200 1,395,000
sponsored ADR (a)

Don Quijote Co. Ltd. 7,900 1,839,672

Forzani Group Ltd. (a) 451,400 991,407

PETsMART, Inc. (a) 108,000 1,005,750

Valley Media, Inc. (a) 51,700 1,298,963

Yamada Denki Co. Ltd. 76,000 2,832,970

16,678,751

TOTAL RETAIL & WHOLESALE 24,613,035

SERVICES - 9.3%

EDUCATIONAL SERVICES - 1.2%

ITT Educational Services, 63,600 1,562,175
Inc. (a)

Prosoft I-Net Solutions, Inc. 1,283,000 3,448,063
(a)(c)

5,010,238

SERVICES - 8.1%

Bright Horizons Family 14,000 301,000
Solutions, Inc. (a)

Charles River Associates, 91,500 2,013,000
Inc.

Childtime Learning Centers, 516,800 5,943,200
Inc. (a)(c)

Cornell Corrections, Inc. (a) 46,000 925,750

de la Rue PLC 183,800 846,851

Harvey Nash Group PLC 800,500 4,191,218

International Telecom Data 105,200 1,190,075
Systems, Inc. (a)

Medialink Worldwide, Inc. 531,200 8,897,600
(a)(c)

Medpartners, Inc. (a) 150,000 787,500

Renaissance Worldwide, Inc. 202,900 1,344,213
(a)

Source Information Management 661,500 8,103,375
Co. (a)(c)

34,543,782

TOTAL SERVICES 39,554,020

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - 20.7%

COMMUNICATIONS EQUIPMENT - 1.4%

Centigram Communications 285,600 $ 2,570,400
Corp. (a)

DSP Communications, Inc. (a) 50,000 1,362,500

Inter-Tel, Inc. 127,900 1,774,613

P-Com, Inc. (a) 50,000 292,188

5,999,701

COMPUTER SERVICES & SOFTWARE
- - 9.7%

Affymetrix, Inc. (a) 76,700 3,135,113

Black Box Corp. (a) 27,300 935,025

EIS International, Inc. (a)(c) 838,400 2,934,400

Fundtech Ltd. (a) 48,500 1,670,219

Hitachi Information Systems, 72,000 916,133
Ltd.

ICT Automatisering NV 40,000 813,158

Integrated Measurement 145,800 1,676,700
Systems, Inc. (a)

Mechanical Dynamics, Inc. 530,000 2,915,000
(a)(c)

Mecon, Inc. (a)(c) 630,200 3,820,588

Medical Manager Corp. (a) 35,000 997,500

Melita International Corp. (a) 267,200 3,306,600

Pervasive Software, Inc. (a) 45,000 652,500

Polycom, Inc. (a) 28,700 701,356

QRS Corp. (a) 126,700 6,968,500

RealNetworks, Inc. (a) 7,000 1,550,500

Resco AB Series B 45,400 493,777

Shared Medical Systems Corp. 17,000 923,313

Simware, Inc. (a)(c) 394,700 1,677,475

Titan Corp. (a) 169,600 975,200

Triad Group PLC 143,000 1,209,458

Uproar Ltd. (a) 2,000 1,238,796

Yahoo Japan Corp. 6 2,080,750

41,592,061

COMPUTERS & OFFICE EQUIPMENT
- - 2.0%

Ciprico, Inc. (a) 211,200 1,980,000

Coinstar, Inc. (a) 222,900 5,238,150

Logitech International SA ADR 92,700 1,344,150
(a)

8,562,300

ELECTRONIC INSTRUMENTS - 3.3%

JDS Fitel, Inc. (a) 108,200 6,535,072

Optical Coating Laboratories, 35,000 2,156,875
Inc.

Tech-Sym Corp. (a) 126,900 2,783,869

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONIC INSTRUMENTS -
CONTINUED

Thermoquest Corp. (a) 112,300 $ 1,228,281

Tokyo Seimitsu Co. Ltd. 20,000 1,107,388

13,811,485

ELECTRONICS - 4.3%

Celestica, Inc. (sub-vtg.) (a) 29,400 1,170,350

Etec Systems, Inc. (a) 10,000 308,750

Maxwell Technologies, Inc. 544,300 10,273,663
(a)(c)

QLogic Corp. (a) 4,800 335,700

Rambus, Inc. (a) 12,200 733,525

S3, Inc. (a) 249,200 1,791,125

SDL, Inc. (a) 6,100 666,425

Semtech Corp. (a) 54,900 1,791,113

Unitrode Corp. (a) 80,100 1,416,769

18,487,420

TOTAL TECHNOLOGY 88,452,967

TRANSPORTATION - 1.1%

SHIPPING - 0.2%

Sea Containers Ltd. Class A 32,900 1,050,744

TRUCKING & FREIGHT - 0.9%

Consolidated Freightways 70,000 787,500
Corp. (a)

Hunt (J.B.) Transport 64,500 1,342,406
Services, Inc.

Mark VII, Inc. (a) 24,200 344,850

USFreightways Corp. 33,600 1,260,000

3,734,756

TOTAL TRANSPORTATION 4,785,500

UTILITIES - 0.8%

CELLULAR - 0.7%

Advanced Radio Telecom Corp. 35,000 463,750
(a)

Metrocall, Inc. (a) 692,400 2,163,750

SkyTel Communications, Inc. 16,110 275,884
(a)

2,903,384

ELECTRIC UTILITY - 0.0%

CILCORP, Inc. 200 12,100

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

TELEPHONE SERVICES - 0.1%

NEXTLINK Communications, Inc. 8,400 $ 615,300
Class A (a)

TOTAL UTILITIES 3,530,784

TOTAL COMMON STOCKS 384,539,781
(Cost $371,787,449)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CONVERTIBLE BONDS - 2.1%

MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.4%

ELECTRICAL EQUIPMENT - 1.4%

ANTEC Corp. 4.5% 5/15/03 (d) B2 $ 4,425,000 5,774,625

RETAIL & WHOLESALE - 0.7%

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.7%

Action Performance Companies, B1 3,375,000 3,138,750
Inc. 4.75% 4/1/05 (d)

TOTAL CONVERTIBLE BONDS 8,913,375
(Cost $7,894,820)

CASH EQUIVALENTS - 8.0%

Taxable Central Cash Fund (b) 34,437,350 34,437,350
(Cost $34,437,350)

TOTAL INVESTMENT IN $ 427,890,506
SECURITIES - 100%
(Cost $414,119,619)
</TABLE>

LEGEND

(a) Non-income producing

(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 $8,913,375 or 2.1% 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 76.9%

Canada 14.2

Japan 2.7

United Kingdom 2.7

Netherlands 1.1

Others (individually less 2.4
than 1%)

TOTAL 100.0%

INCOME TAX INFORMATION

At April 30, 1999, the aggregate cost of investment securities for
income tax purposes was $428,460,340. Net unrealized depreciation
$569,834, of which $61,554,215 related to appreciated investment
securities and $62,124,049 related to depreciated investment
securities.

At April 30, 1999, the fund had a capital loss carryforward of
approximately $114,374,000 all of which will expire on April 30, 2007.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1999

ASSETS

Investment in securities, at $ 427,890,506
value (cost $414,119,619) -
See accompanying schedule

Cash 38,250

Foreign currency held at 307,923
value (cost $307,319)

Receivable for investments 8,177,448
sold

Receivable for fund shares 362,023
sold

Dividends receivable 218,904

Interest receivable 171,248

Redemption fees receivable 8,505

TOTAL ASSETS 437,174,807

LIABILITIES

Payable for investments $ 9,852,782
purchased

Payable for fund shares 671,226
redeemed

Accrued management fee 246,578

Other payables and accrued 81,875
expenses

TOTAL LIABILITIES 10,852,461

NET ASSETS $ 426,322,346

Net Assets consist of:

Paid in capital $ 540,352,816

Undistributed net investment 65,541
income

Accumulated undistributed net (127,866,414)
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 13,770,403
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 45,068,421 $ 426,322,346
shares outstanding

NET ASSET VALUE and offering $9.46
price per share
($426,322,346 (divided by)
45,068,421 shares) A

A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE REDEMPTION FEE.

STATEMENT OF OPERATIONS
YEAR ENDED APRIL 30, 1999

INVESTMENT INCOME $ 3,122,990
Dividends

Interest 2,493,818

TOTAL INCOME 5,616,808

EXPENSES

Management fee Basic fee $ 4,118,082

Performance adjustment (31,862)

Transfer agent fees 1,259,028

Accounting fees and expenses 290,553

Non-interested trustees' 1,952
compensation

Custodian fees and expenses 69,526

Registration fees 63,381

Audit 26,226

Legal 1,724

Interest 2,515

Miscellaneous 1,467

Total expenses before 5,802,592
reductions

Expense reductions (260,104) 5,542,488

NET INVESTMENT INCOME 74,320

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

Investment securities (122,348,882)
(including realized gain
(loss) of $(5,708,141) on
sales of investments in
affiliated issuers)

Foreign currency transactions 127,711

Futures contracts (3,187,085) (125,408,256)

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 9,762,268

Assets and liabilities in 4,564
foreign currencies

Futures contracts (786,593) 8,980,239

NET GAIN (LOSS) (116,428,017)

NET INCREASE (DECREASE) IN $ (116,353,697)
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED APRIL 30, 1999 MARCH 12, 1998 (COMMENCEMENT
OF OPERATIONS) TO APRIL 30,
1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 74,320 $ 345,360
income

Net realized gain (loss) (125,408,256) (2,403,474)

Change in net unrealized 8,980,239 4,790,164
appreciation (depreciation)

NET INCREASE (DECREASE) IN (116,353,697) 2,732,050
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (417,641) -
From net investment income

In excess of net investment (858,002) -
income

TOTAL DISTRIBUTIONS (1,275,643) -

Share transactions Net 78,475,113 736,839,157
proceeds from sales of shares

Reinvestment of distributions 1,247,873 -

Cost of shares redeemed (281,733,649) (1,611,538)

NET INCREASE (DECREASE) IN (202,010,663) 735,227,619
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 7,964,923 37,757

TOTAL INCREASE (DECREASE) (311,675,080) 737,997,426
IN NET ASSETS

NET ASSETS

Beginning of period 737,997,426 -

End of period (including $ 426,322,346 $ 737,997,426
undistributed net investment
income of $65,541 and
$343,622, respectively)

OTHER INFORMATION
Shares

Sold 8,142,223 70,122,993

Issued in reinvestment of 148,911 -
distributions

Redeemed (33,192,383) (153,323)

Net increase (decrease) (24,901,249) 69,969,670

</TABLE>

FINANCIAL HIGHLIGHTS

YEARS ENDED APRIL 30, 1999 1998 G

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 10.55 $ 10.00
period

Income from Investment
Operations

Net investment income D - .01

Net realized and unrealized (1.20) .54
gain (loss)

Total from investment (1.20) .55
operations

Less Distributions

From net investment income (.01) -

In excess of net investment (.01) -
income

Total distributions (.02) -

Redemption fees added to paid .13 -
in capital

Net asset value, end of period $ 9.46 $ 10.55

TOTAL RETURN B, C (10.12)% 5.50%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 426,322 $ 737,997
(000 omitted)

Ratio of expenses to average 1.04% 1.50% A, E
net assets

Ratio of expenses to average .99% F 1.48%A, F
net assets after expense
reductions

Ratio of net investment .01% .67%A
income to average net assets

Portfolio turnover rate 170% 75%A

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
C TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FMR 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.
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.
G FOR THE PERIOD MARCH 12, 1998 (COMMENCEMENT OF OPERATIONS) TO APRIL
30, 1998.

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1999

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. 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.

1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.

TRADING (REDEMPTION) FEES. Shares held in the fund less than three
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.

2. OPERATING POLICIES -
CONTINUED

JOINT TRADING ACCOUNT -
CONTINUED

more joint trading accounts. These balances are invested in one or
more repurchase agreements for U.S. Treasury or Federal Agency
obligations.

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 $877,340,311 and $979,338,191, respectively.

3. PURCHASES AND SALES OF INVESTMENTS - CONTINUED

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 took effect in March 1999. For the period, the
management fee was equivalent to an annual rate of .73% of average net
assets after the performance adjustment.

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. 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. The interest
rate on the borrowings is the bank's base rate, as revised from time
to time. The average daily loan balance during the period for which
the loan was outstanding amounted to $3,447,400. The weighted average
interest rate was 5.25%.

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 $245,465 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 $14,639 under
this arrangement.

7. 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> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH
AFFILIATED COMPANIES

AFFILIATE PURCHASE COST SALES COST DIVIDEND INCOME VALUE

Childtime Learning Centers, $ 4,935,707 $ 203,125 $ - $ 5,943,200
Inc.

EIS International, Inc. 1,984,215 2,452,603 - 2,934,400

Maxwell Technologies, Inc. 9,949,570 9,611,112 - 10,273,663

Mechanical Dynamics, Inc. 3,988,173 1,208,749 - 2,915,000

Mecon, Inc. 907,725 28,750 - 3,820,588

Medialink Worldwide, Inc. 5,229,271 618,738 - 8,897,600

National Record Mart, Inc. - 357,778 - -

New World Coffee & Bagels, 981,055 257,967 - 1,302,372
Inc.

Party City Corp. 1,681,880 4,406,870 - -

Prosoft I-Net Solutions, Inc. 2,143,313 - - 3,448,063

Resco AB Series B - 129,321 - -

Simware, Inc. 296,435 356,250 - 1,677,475

Source Information Management 1,400,393 - - 8,103,375
Co.

Spec's Music, Inc. 59,375 996,875 - -

Tefron Ltd. 261,125 2,507,499 - -

TOTALS $33,818,237 $23,135,637 $ - $ 49,315,736

</TABLE>

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of Fidelity Small Cap Stock Fund:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments of Fidelity Small Cap Stock
Fund as of April 30, 1999, and the related statements of operations,
changes in net assets and financial highlights for the year then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial
highlights based on our audit. The statement of changes in net assets
and the financial highlights for the period March 12, 1998
(commencement of operations) to April 30, 1998 were audited by other
auditors whose report, dated June 5, 1998, expressed an unqualified
opinion on those statements and financial highlights.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of the securities owned at April 30, 1999, by
correspondence with the custodian and brokers; where replies were not
received from brokers, we performed other auditing procedures. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Fidelity Small Cap Stock Fund at April 30, 1999, the results of its
operations, the changes in its net assets, and its financial
highlights for the year then ended in conformity with generally
accepted accounting principles.

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 7, 1999

OTHER INFORMATION

Based on the recommendation of the Audit Committee of the fund, the
Board of Trustees has determined not to retain PricewaterhouseCoopers
LLP as the fund's independent auditor and voted to appoint Deloitte &
Touche LLP for the current fiscal year. For the fiscal year ended
April 30, 1998, PricewaterhouseCoopers LLP's audit report contained no
adverse opinion or disclaimer of opinion; nor was their report
qualified as to uncertainty, audit scope, or accounting principles.
Further, there were no disagreements between the fund and
PricewaterhouseCoopers LLP on accounting principles, financial
statement disclosure or audit scope, which if not resolved to the
satisfaction of PricewaterhouseCoopers LLP would have caused them to
make reference to the disagreement in their report.

DISTRIBUTIONS

A total of 73% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

OF SPECIAL NOTE

INTRODUCING FIDELITY'S NEW, REORGANIZED PROSPECTUS

We invite you to spend a moment and review our new prospectus. It is
designed to help make your investment decision easier, no matter which
of the Fidelity funds you invest in.

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SPARTAN
MARKET INDEX
FUND(REGISTERED TRADEMARK)

ANNUAL REPORT
APRIL 30, 1999

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

FUND TALK 6 The manager's review of fund
performance, strategy and
outlook.

INVESTMENT CHANGES 9 A summary of major shifts in
the fund's investments over
the past six months.

INVESTMENTS 10 A complete list of the fund's
investments with their
market values.

FINANCIAL STATEMENTS 30 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 34 Notes to the financial
statements.

REPORT OF INDEPENDENT 39 The auditors' opinion.
ACCOUNTANTS

OTHER INFORMATION 40

DISTRIBUTIONS 41

OF SPECIAL NOTE 42

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance.
You can look at the total percentage change in value, the average
annual percentage change or the growth of a hypothetical $10,000
investment. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). If Fidelity had not reimbursed certain fund
expenses, the total returns would have been lower.

CUMULATIVE TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

SPARTAN MARKET INDEX 21.68% 224.30% 389.05%

S&P 500 (registered trademark) 21.82% 228.90% 398.76%

S&P 500 Index Objective Funds 21.28% 221.79% n/a
Average

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on March 6, 1990. For example, if you 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 market
capitalization-weighted 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
Inc. The past one year average represents a peer group of 98 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

SPARTAN MARKET INDEX 21.68% 26.53% 18.93%

S&P 500 21.82% 26.89% 19.19%

S&P 500 Index Objective Funds 21.28% 26.33% n/a
Average

$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
1998/10/31 40014.24 40774.38
1998/11/30 42429.03 43245.72
1998/12/31 44922.91 45737.54
1999/01/31 46740.05 47650.28
1999/02/28 45270.53 46169.31
1999/03/31 47098.21 48016.54
1999/04/30 48904.82 49876.22
IMATRL PRASUN SHR__CHT 19990430 19990512 103420 R00000000000113

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Spartan Market Index Fund on March 6, 1990, when the fund
started. As the chart shows, by April 30, 1999, the value of the
investment would have grown to $48,905 - a 389.05% 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 $49,876 - a
398.76% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

FUND TALK: THE MANAGER'S OVERVIEW

(photograph of Frank Salerno)

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 12 months that ended April 30, 1999, the fund posted a
total return of 21.68% - in line with the 21.82% return for the
Standard & Poor's 500 Index. The fund's performance was slightly lower
than the index due to expenses. The fund also compares performance to
the S&P 500 index objective funds average tracked by Lipper Inc.,
which returned 21.28% during the same period.

Q. HOW WOULD YOU CHARACTERIZE THE MARKET ENVIRONMENT DURING THE
PERIOD?

A. With the exception of the July through October 1998 market
correction, nothing seemed to get in the way of the U.S. equity
juggernaut. The blissful economic environment of strong domestic
growth and low inflation continued during the period with little
concern that the Federal Reserve would change its monetary policy
anytime soon. The phenomenal performance of the S&P 500, Dow Jones
Industrial Average and NASDAQ index, however, masked the sluggish
performance of the overall market. Since the October lows of last
year, the average stock on the New York Stock Exchange has declined.
Recently, however, there were some encouraging signs that market
strength was broadening beyond a handful of large-cap issues in the
financial and technology sectors to include economically sensitive
cyclical and consumer stocks.

Q. WHAT FACTORS DO YOU THINK INFLUENCED THE RECENT ROTATION INTO
CYCLICAL STOCKS?

A. There were a number of technical and fundamental causes for the
recent shift. On the technical side, the extreme euphoria in certain
segments of the equity market led some investors to believe we were in
a classic speculative bubble. The recent shift in investor perceptions
caused the mania for technology and Internet stocks to break down,
though it is too soon to tell if this weakness will continue. On the
fundamental side, the long-overlooked cyclical sector started to
outperform other industries against a backdrop of continued strong
U.S. growth and signs that global economies were beginning to turn
around. Of course, the economic conditions that are favorable for
cyclicals could lead to higher inflation, which would be bearish for
interest rates and the overall market. But here, too, it is too early
to tell if this trend will continue.

Q. LET'S SWITCH TO SOME OF THE INDEX'S SPECIFIC SECTORS. AT
APPROXIMATELY 19% OF THE FUND'S INVESTMENTS, TECHNOLOGY WAS THE
LARGEST WEIGHTING. HOW DID THESE STOCKS PERFORM?

A. The technology sector experienced some weakness toward the end of
the period. In general, however, these stocks provided a solid
contribution to performance. I think it is important to point out that
the S&P 500 is a market-value-weighted index. As a result, companies
such as Microsoft, Cisco Systems, IBM, Intel and America Online have a
more significant impact on the performance of the index. As these
companies produced solid earnings growth and their stocks increased,
they drove the index higher with even greater impact.

Q. FINANCE WAS THE SECOND LARGEST SECTOR IN THE INDEX. HOW DID THIS
GROUP PERFORM?

A. Early in the period, financial stocks faced a host of challenges as
investors purged a majority of financial services stocks, fearing not
just an earnings stumble but a potential global financial meltdown.
Nevertheless, it turned out the selling was overdone. Financial stocks
rallied following three interest-rate cuts by the Federal Reserve
Board, combined with an unusually large number of mega-mergers,
including Citicorp and Travelers, BankAmerica and Nationsbank, and
First Chicago and Bank One. Providing a further boost to financial
stocks was the prospect of improving overseas economies.

Q. UTILITIES AND HEALTH CARE STOCKS ALSO REPRESENTED A SIGNIFICANT
PERCENTAGE OF THE INDEX. WHAT WAS THE MARKET ENVIRONMENT LIKE FOR
THESE STOCKS?

A. It was somewhat mixed. In general, telephone utilities outperformed
other segments of the sector as these stocks were viewed as providing
the best earnings growth potential. Stocks such as AT&T, MCI WorldCom
and Lucent helped drive the index higher. On the health care side,
pharmaceutical companies outperformed other parts of the industry. The
large pharmaceutical companies, such as Pfizer and American Home
Products, which have a significant impact on the index, benefited from
their strong pipelines of profitable drugs.

Q. WERE THERE ANY DISAPPOINTMENTS FOR THE FUND?

A. There were a few. Due to the well-diversified nature of the index,
a handful of stocks across a wide range of industries suffered from
poor performance. Shares in companies such as Compaq Computer, health
care services provider McKesson HBOC, Disney and Coca-Cola Co. all
detracted from performance as these companies reported weak business
outlooks and disappointing earnings.

Q. WHAT'S YOUR OUTLOOK?

A. As most will admit, it's very difficult to predict the overall
direction of the market. Nevertheless, a reasonable case can be made
to say that the major equity indexes could move higher. As I alluded
to earlier, in an environment of strong U.S. growth and increasing
confidence in global markets, the long-neglected cyclical sectors
could continue to drive the S&P 500 higher. Similarly, growth stocks
could continue on their upward path if the global economy stumbles,
easing investors' concerns about the potential threat of inflation and
higher interest rates. Of course, underlying all these possible
scenarios is future earnings. If U.S. companies continue to produce
solid earnings growth, and we continue to see low interest rates and
benign inflation, the market should perform well.

(checkmark)FUND FACTS

GOAL: seeks a total return
which corresponds to that of
the Standard & Poor's 500
Index

FUND NUMBER: 317

TRADING SYMBOL: FSMKX

START DATE: March 6, 1990

SIZE: as of April 30, 1999,
more than $8.6 billion

MANAGER: Frank Salerno,
of Bankers Trust, since 1997

FRANK SALERNO ON CHANGES
TO THE S&P 500:

"The S&P 500 is an index of 500
stocks chosen to be representative
of the broader market. Periodically,
companies will be added or deleted
from the index. Usually, these
changes are based on events such
as acquisitions, spin-offs or shifts
in asset size."

Here are some recent changes to
the index:

(solid bullet) January 12, 1999: HBO & Co.
was removed and replaced by
McKesson HBOC after it was
acquired by McKesson.
(solid bullet) February 26, 1999: Oryx Energy
was removed due to its acquisition
by Kerr-McGee.

(solid bullet) March 9, 1999:
Tele-Communications Inc. was
removed after it was acquired by
AT&T, already a component of the
S&P 500.

NOTE TO SHAREHOLDERS:

Effective June 4, 1999, Bankers
Trust Corporation and all of its
subsidiaries, including Bankers
Trust (BT), merged with and into
a subsidiary of Deutsche Bank AG.
At a meeting held on March 18,
1999, the fund's Board of Trustees
approved a new sub-advisory
agreement among the fund, Fidelity
Management & Research Co. and
BT or its successor by merger that
became effective June 4, 1999. This
new sub-advisory agreement will be
presented to the fund's shareholders
for approval on September 15, 1999.

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 1999

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

Microsoft Corp. 3.7 2.9

General Electric Co. 3.1 3.2

Intel Corp. 1.8 1.7

Wal-Mart Stores, Inc. 1.8 1.7

Exxon Corp. 1.8 1.9

International Business 1.7 1.5
Machines Corp.

Cisco Systems, Inc. 1.6 1.1

Citigroup, Inc. 1.5 1.2

Coca-Cola Co. (The) 1.5 1.9

Merck & Co., Inc. 1.5 1.8

TOP TEN MARKET SECTORS AS OF
APRIL 30, 1999

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

TECHNOLOGY 19.2 16.4

FINANCE 16.2 16.0

UTILITIES 11.3 10.9

HEALTH 10.8 12.2

NONDURABLES 7.7 9.8

ENERGY 6.1 7.0

RETAIL & WHOLESALE 6.0 5.7

INDUSTRIAL MACHINERY & 5.5 5.5
EQUIPMENT

MEDIA & LEISURE 4.4 4.1

BASIC INDUSTRIES 3.8 3.7

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

</TABLE>

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

INVESTMENTS APRIL 30, 1999

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 97.7%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 1.7%

AEROSPACE & DEFENSE - 1.4%

AlliedSignal, Inc. 434,200 $ 25,509

Boeing Co. 726,784 29,526

Goodrich (B.F.) Co. 49,620 1,972

Lockheed Martin Corp. 312,436 13,454

Northrop Grumman Corp. 56,300 3,600

Rockwell International Corp. 155,000 8,002

Textron, Inc. 112,900 10,401

United Technologies Corp. 175,640 25,446

117,910

DEFENSE ELECTRONICS - 0.2%

Raytheon Co. Class B 273,540 19,216

SHIP BUILDING & REPAIR - 0.1%

General Dynamics Corp. 99,400 6,983

TOTAL AEROSPACE & DEFENSE 144,109

BASIC INDUSTRIES - 3.8%

CHEMICALS & PLASTICS - 2.0%

Air Products & Chemicals, 179,340 8,429
Inc.

Ashland, Inc. 43,430 1,835

Avery Dennison Corp. 88,500 6,040

Dow Chemical Co. 176,570 23,164

E.I. du Pont de Nemours and 873,960 61,723
Co.

Eastman Chemical Co. 71,342 3,973

Engelhard Corp. 96,237 1,847

FMC Corp. (a) 24,300 1,580

Great Lakes Chemical Corp. 44,100 2,109

Hercules, Inc. 90,020 3,404

Monsanto Co. 471,400 21,331

Morton International, Inc. 111,600 4,506

Nalco Chemical Co. 54,480 1,992

PPG Industries, Inc. 129,800 8,429

Praxair, Inc. 118,000 6,107

Raychem Corp. 66,300 1,753

Rohm & Haas Co. 122,800 5,503

Union Carbide Corp. 108,800 5,644

W.R. Grace & Co. (a) 53,000 845

170,214

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - CONTINUED

IRON & STEEL - 0.1%

Allegheny Teledyne, Inc. 142,625 $ 3,191

Bethlehem Steel Corp. (a) 87,000 794

Nucor Corp. 60,700 3,562

USX-U.S. Steel Group 80,960 2,449

Worthington Industries, Inc. 59,725 825

10,821

METALS & MINING - 0.4%

Alcan Aluminium Ltd. 157,503 4,973

Alcoa, Inc. 270,740 16,854

ASARCO, Inc. 30,700 564

Cyprus Amax Minerals Co. 80,350 1,235

Freeport-McMoRan Copper & 85,700 1,312
Gold, Inc. Class B

Inco Ltd. 105,158 2,014

Phelps Dodge Corp. 43,740 2,767

Reynolds Metals Co. 64,740 4,038

33,757

PACKAGING & CONTAINERS - 0.2%

Ball Corp. 14,875 817

Bemis Co., Inc. 32,400 1,134

Corning, Inc. 177,240 10,147

Crown Cork & Seal Co., Inc. 104,080 3,383

Owens-Illinois, Inc. (a) 145,900 4,231

Tupperware Corp. 40,800 966

20,678

PAPER & FOREST PRODUCTS - 1.1%

Boise Cascade Corp. 49,300 1,984

Champion International Corp. 79,700 4,359

Fort James Corp. 169,900 6,456

Georgia-Pacific Corp. 65,100 6,022

International Paper Co. 250,800 13,371

Kimberly-Clark Corp. 424,130 26,004

Louisiana-Pacific Corp. 80,760 1,681

Mead Corp. 85,400 3,571

Potlatch Corp. 19,440 806

Sealed Air Corp. (a) 66,998 4,074

Temple-Inland, Inc. 37,700 2,601

Union Camp Corp. 62,400 4,953

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - CONTINUED

PAPER & FOREST PRODUCTS -
CONTINUED

Westvaco Corp. 62,950 $ 1,881

Weyerhaeuser Co. 141,000 9,465

Willamette Industries, Inc. 67,800 3,170

90,398

TOTAL BASIC INDUSTRIES 325,868

CONSTRUCTION & REAL ESTATE -
0.3%

BUILDING MATERIALS - 0.3%

Armstrong World Industries, 30,110 1,649
Inc.

Crane Co. 47,475 1,374

Fortune Brands, Inc. 151,360 5,979

Masco Corp. 281,600 8,272

Owens-Corning 35,800 1,275

Sherwin-Williams Co. 125,980 3,921

22,470

CONSTRUCTION - 0.0%

Centex Corp. 50,620 1,851

Fleetwood Enterprises, Inc. 30,700 758

Kaufman & Broad Home Corp. 28,600 695

Pulte Corp. 29,800 674

3,978

ENGINEERING - 0.0%

EG & G, Inc. 32,020 1,001

Fluor Corp. 54,030 1,803

Foster Wheeler Corp. 28,700 387

3,191

TOTAL CONSTRUCTION & REAL 29,639
ESTATE

DURABLES - 2.6%

AUTOS, TIRES, & ACCESSORIES -
1.8%

AutoZone, Inc. (a) 111,500 3,345

Cooper Tire & Rubber Co. 67,600 1,483

Cummins Engine Co., Inc. 28,500 1,525

Dana Corp. 124,475 5,866

Danaher Corp. 96,500 6,411

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

AUTOS, TIRES, & ACCESSORIES -
CONTINUED

Eaton Corp. 60,680 $ 5,564

Ford Motor Co. 922,300 58,970

General Motors Corp. 497,256 44,225

Genuine Parts Co. 140,837 4,225

Goodyear Tire & Rubber Co. 114,700 6,559

Johnson Controls, Inc. 62,100 4,529

NACCO Industries, Inc. Class A 4,600 372

Navistar International Corp. 51,860 2,713
(a)

PACCAR, Inc. 68,776 3,851

Pep Boys-Manny, Moe & Jack 39,600 567

TRW, Inc. 92,320 3,872

154,077

CONSUMER DURABLES - 0.3%

Minnesota Mining & 308,120 27,423
Manufacturing Co.

Snap-On, Inc. 46,550 1,516

28,939

CONSUMER ELECTRONICS - 0.1%

Black & Decker Corp. 70,800 4,018

Maytag Corp. 76,700 5,244

Whirlpool Corp. 52,100 3,458

12,720

HOME FURNISHINGS - 0.1%

Newell Rubbermaid, Inc. 225,522 10,698

TEXTILES & APPAREL - 0.3%

Fruit of The Loom Ltd. Class 46,100 493
A (a)

Liz Claiborne, Inc. 46,100 1,524

NIKE, Inc. Class B 230,320 14,323

Reebok International Ltd. (a) 38,600 726

Russell Corp. 24,600 544

Springs Industries, Inc. 8,400 314
Class A

VF Corp. 93,568 4,819

22,743

TOTAL DURABLES 229,177

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - 6.1%

ENERGY SERVICES - 0.6%

Baker Hughes, Inc. 268,418 $ 8,019

Halliburton Co. 343,300 14,633

Helmerich & Payne, Inc. 37,900 976

McDermott International, Inc. 39,100 1,134

Rowan Companies, Inc. (a) 60,300 965

Schlumberger Ltd. 422,860 27,010

52,737

OIL & GAS - 5.5%

Amerada Hess Corp. 66,740 3,804

Anadarko Petroleum Corp. 81,400 3,088

Apache Corp. 66,900 2,053

Atlantic Richfield Co. 252,640 21,206

Burlington Resources, Inc. 154,856 7,133

Chevron Corp. 488,280 48,706

Coastal Corp. (The) 182,100 6,965

Exxon Corp. 1,868,020 155,162

Kerr-McGee Corp. 80,080 3,393

Mobil Corp. 609,800 63,877

Occidental Petroleum Corp. 281,600 5,685

Phillips Petroleum Co. 191,700 9,705

Royal Dutch Petroleum Co. (NY 1,661,980 97,537
Registry Gilder 1.25)

Sunoco, Inc. 60,380 2,159

Texaco, Inc. 430,780 27,031

Union Pacific Resources 203,763 2,853
Group, Inc.

Unocal Corp. 190,020 7,898

USX-Marathon Group 224,400 7,013

475,268

TOTAL ENERGY 528,005

FINANCE - 16.2%

BANKS - 6.9%

AmSouth Bancorp. 114,200 5,432

Bank of America Corp. 1,344,320 96,791

Bank of New York Co., Inc. 606,400 24,256

Bank One Corp. 913,004 53,867

BankBoston Corp. 247,798 12,142

Bankers Trust Corp. 26,050 2,346

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

BANKS - CONTINUED

BB&T Corp. 214,400 $ 8,563

Capital One Financial Corp. 54,900 9,535

Chase Manhattan Corp. 652,796 54,019

Comerica, Inc. 122,650 7,980

Fifth Third Bancorp 218,700 15,678

First Union Corp. 778,888 43,131

Firstar Corp. 565,800 17,009

Huntington Bancshares, Inc. 144,079 5,106

KeyCorp 316,010 9,777

Mellon Bank Corp. 204,926 15,229

Mercantile Bancorp, Inc. 135,300 7,712

Morgan (JP) & Co., Inc. 138,619 18,679

National City Corp. 269,275 19,320

Northern Trust Corp. 92,500 8,614

PNC Financial Corp. 234,160 13,552

Regions Financial Corp. 146,900 5,545

Republic of New York Corp. 72,400 4,254

SouthTrust Corp. 152,400 6,072

State Street Corp. 111,400 9,748

Summit Bancorp 130,600 5,534

SunTrust Banks, Inc. 258,900 18,511

Synovus Financial Corp. 173,900 3,848

U.S. Bancorp 589,011 21,830

Union Planters Corp. 92,500 3,960

Wachovia Corp. 145,200 12,759

Wells Fargo & Co. 1,301,740 56,219

597,018

CREDIT & OTHER FINANCE - 3.3%

American Express Co. 346,072 45,227

Associates First Capital 549,174 24,335
Corp. Class A

Citigroup, Inc. 1,740,403 130,965

Countrywide Credit 79,500 3,602
Industries, Inc.

Fleet Financial Group, Inc. 456,960 19,678

Household International, Inc. 390,504 19,647

MBNA Corp. 618,350 17,430

Providian Financial Corp. 114,730 14,807

Transamerica Corp. 108,544 7,734

283,425

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

FEDERAL SPONSORED CREDIT - 1.1%

Fannie Mae 809,680 $ 57,437

Freddie Mac 527,500 33,101

SLM Holding Corp. 130,700 5,579

96,117

INSURANCE - 3.3%

Aetna, Inc. 114,930 10,078

Allstate Corp. 650,166 23,650

American General Corp. 183,372 13,570

American International Group, 951,366 111,726
Inc.

Aon Corp. 126,950 8,696

Chubb Corp. (The) 141,860 8,405

CIGNA Corp. 168,660 14,705

Cincinnati Financial Corp. 112,700 4,550

Conseco, Inc. 247,202 7,802

Hartford Financial Services 184,740 10,888
Group, Inc.

Jefferson-Pilot Corp. 73,033 4,921

Lincoln National Corp. 82,260 7,902

Loews Corp. 80,200 5,870

Marsh & McLennan Companies, 209,630 16,050
Inc.

MBIA, Inc. 70,400 4,734

MGIC Investment Corp. 81,500 3,958

Progressive Corp. 53,800 7,720

Provident Companies, Inc. 94,300 3,713

SAFECO Corp. 118,420 4,707

St. Paul Companies, Inc. (The) 177,284 5,086

Torchmark Corp. 92,940 3,177

UNUM Corp. 116,200 6,347

288,255

SAVINGS & LOANS - 0.2%

Golden West Financial Corp. 35,100 3,514

Washington Mutual, Inc. 466,717 19,194

22,708

SECURITIES INDUSTRY - 1.4%

Bear Stearns Companies, Inc. 98,475 4,591

Franklin Resources, Inc. 192,900 7,716

Lehman Brothers Holdings, 92,600 5,145
Inc.

Merrill Lynch & Co., Inc. 275,500 23,125

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

SECURITIES INDUSTRY - CONTINUED

Morgan Stanley, Dean Witter & 444,496 $ 44,088
Co.

Schwab (Charles) Corp. 309,700 33,990

118,655

TOTAL FINANCE 1,406,178

HEALTH - 10.8%

DRUGS & PHARMACEUTICALS - 7.3%

Allergan, Inc. 57,800 5,195

ALZA Corp. Class A. (a) 73,800 2,477

American Home Products Corp. 1,032,240 62,967

Amgen, Inc. (a) 396,100 24,335

Bausch & Lomb, Inc. 41,840 3,138

Bristol-Myers Squibb Co. 1,523,060 96,810

Lilly (Eli) & Co. 845,816 62,273

Merck & Co., Inc. 1,838,180 129,132

Pfizer, Inc. 998,160 114,851

Pharmacia & Upjohn, Inc. 407,442 22,817

Schering-Plough Corp. 1,155,560 55,828

Sigma-Aldrich Corp. 70,000 2,275

Warner-Lambert Co. 641,740 43,598

Watson Pharmaceuticals, Inc. 73,600 2,981
(a)

628,677

MEDICAL EQUIPMENT & SUPPLIES
- - 3.1%

Abbott Laboratories 1,150,140 55,710

Bard (C.R.), Inc. 38,600 1,891

Baxter International, Inc. 218,100 13,740

Becton, Dickinson & Co. 204,100 7,590

Biomet, Inc. 97,500 3,998

Boston Scientific Corp. (a) 317,900 13,531

Cardinal Health, Inc. 223,550 13,371

Guidant Corp. 230,300 12,364

Johnson & Johnson 1,039,740 101,375

Mallinckrodt, Inc. 51,430 1,803

McKesson HBOC, Inc. 217,169 7,601

Medtronic, Inc. 458,100 32,955

Millipore Corp. 30,100 924

Pall Corp. 89,866 1,657

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES
- - CONTINUED

St. Jude Medical, Inc. (a) 59,316 $ 1,653

U.S. Surgical Corp. rights 44 0
6/30/00 (a)

270,163

MEDICAL FACILITIES MANAGEMENT
- - 0.4%

Columbia/HCA Healthcare Corp. 485,780 11,993

HCR Manor Care, Inc. (a) 77,900 2,162

HEALTHSOUTH Corp. (a) 333,700 4,484

Humana, Inc. (a) 120,100 1,636

Tenet Healthcare Corp. (a) 235,900 5,573

United HealthCare Corp. 137,800 7,734

33,582

TOTAL HEALTH 932,422

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.5%

ELECTRICAL EQUIPMENT - 3.6%

Emerson Electric Co. 351,340 22,661

General Electric Co. 2,528,800 266,788

General Instrument Corp. (a) 123,100 4,493

Grainger (W.W.), Inc. 67,900 3,408

Harris Corp. 68,800 2,378

Honeywell, Inc. 105,680 10,013

Scientific-Atlanta, Inc. 67,400 2,140

311,881

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.5%

Briggs & Stratton Corp. 16,500 1,088

Case Corp. 67,000 2,320

Caterpillar, Inc. 289,520 18,638

Cooper Industries, Inc. 94,779 4,585

Deere & Co. 188,970 8,126

Dover Corp. 160,740 5,937

Harnischfeger Industries, 31,600 308
Inc.

Illinois Tool Works, Inc. 206,820 15,925

Ingersoll-Rand Co. 133,510 9,237

ITT Industries, Inc. 80,970 2,915

Milacron, Inc. 20,400 469

Parker-Hannifin Corp. 81,075 3,805

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

Stanley Works 60,600 $ 1,845

Tenneco, Inc. 125,655 3,393

Timken Co. 37,375 834

Tyco International Ltd. 649,316 52,757

132,182

POLLUTION CONTROL - 0.4%

Browning-Ferris Industries, 145,160 5,788
Inc.

Waste Management, Inc. 445,413 25,166

30,954

TOTAL INDUSTRIAL MACHINERY & 475,017
EQUIPMENT

MEDIA & LEISURE - 4.4%

BROADCASTING - 1.7%

CBS Corp. (a) 560,330 25,530

Comcast Corp. Class A 297,050 19,512
(special)

MediaOne Group, Inc. 480,640 39,202

Time Warner, Inc. 937,598 65,632

149,876

ENTERTAINMENT - 1.0%

Carnival Corp. 465,600 19,206

Disney (Walt) Co. 1,565,990 49,720

King World Productions, Inc. 44,100 1,555
(a)

Viacom, Inc. Class B 491,200 20,078
(non-vtg.) (a)

90,559

LEISURE DURABLES & TOYS - 0.2%

Brunswick Corp. 72,300 1,735

Hasbro, Inc. 143,687 4,903

Mattel, Inc. 242,495 6,275

12,913

LODGING & GAMING - 0.2%

Harrah's Entertainment, Inc. 68,150 1,499
(a)

Hilton Hotels Corp. 202,560 3,165

Marriott International, Inc. 170,400 7,136
Class A

Mirage Resorts, Inc. (a) 158,400 3,554

15,354

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

PUBLISHING - 0.6%

American Greetings Corp. 71,060 $ 1,861
Class A

Dow Jones & Co., Inc. 51,200 2,790

Gannet, Inc. 227,700 16,124

Harcourt General, Inc. 38,476 1,835

Knight-Ridder, Inc. 78,760 4,238

McGraw-Hill Companies, Inc. 166,000 9,172

Meredith Corp. 29,200 1,071

New York Times Co. (The) 132,200 4,561
Class A

Times Mirror Co. Class A 42,600 2,492

Tribune Co. 89,780 7,491

51,635

RESTAURANTS - 0.7%

Darden Restaurants, Inc. 100,920 2,252

McDonald's Corp. 1,046,800 44,358

Tricon Global Restaurants, 115,632 7,444
Inc. (a)

Wendy's International, Inc. 117,600 3,183

57,237

TOTAL MEDIA & LEISURE 377,574

NONDURABLES - 7.7%

AGRICULTURE - 0.1%

Pioneer Hi-Bred 201,800 7,542
International, Inc.

BEVERAGES - 2.7%

Anheuser-Busch Companies, 369,840 27,045
Inc.

Brown-Forman Corp. Class B 31,780 2,342

Coca-Cola Co. (The) 1,917,880 130,416

Coca-Cola Enterprises, Inc. 299,400 10,329

Coors (Adolph) Co. Class B 24,100 1,289

PepsiCo, Inc. 1,141,420 42,161

Seagram Co. Ltd. 325,720 18,555

232,137

FOODS - 1.4%

Archer-Daniels-Midland Co. 463,135 6,947

Bestfoods 231,240 11,605

Campbell Soup Co. 338,560 13,881

ConAgra, Inc. 384,300 9,559

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

FOODS - CONTINUED

General Mills, Inc. 117,920 $ 8,623

Heinz (H.J.) Co. 290,000 13,539

Hershey Foods Corp. 118,620 6,242

Kellogg Co. 307,080 11,362

Quaker Oats Co. 105,400 6,805

Ralston Purina Co. 219,540 6,696

Sara Lee Corp. 683,200 15,201

Sysco Corp. 248,680 7,383

Wrigley (Wm.) Jr. Co. 80,480 7,138

124,981

HOUSEHOLD PRODUCTS - 2.6%

Alberto-Culver Co. Class B 31,300 779

Avon Products, Inc. 217,440 11,810

Clorox Co. 99,020 11,424

Colgate-Palmolive Co. 230,720 23,634

Gillette Co. 864,620 45,122

International Flavors & 74,050 2,925
Fragrances, Inc.

Procter & Gamble Co. 1,017,420 95,447

Unilever NV (NY shares) 478,180 31,052

222,193

TOBACCO - 0.9%

Philip Morris Companies, Inc. 1,893,480 66,390

RJR Nabisco Holdings Corp. 263,300 6,780

UST, Inc. 158,900 4,429

77,599

TOTAL NONDURABLES 664,452

PRECIOUS METALS - 0.2%

Barrick Gold Corp. 336,400 6,800

Battle Mountain Gold Co. 133,900 377

Homestake Mining Co. 142,400 1,362

Newmont Mining Corp. 154,364 3,714

Placer Dome, Inc. 188,000 2,658

14,911

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - 6.0%

APPAREL STORES - 0.5%

Gap, Inc. 441,610 $ 29,395

Limited, Inc. (The) 182,003 7,963

TJX Companies, Inc. 240,500 8,012

45,370

DRUG STORES - 0.5%

CVS Corp. 310,620 14,793

Longs Drug Stores Corp. 30,440 1,046

Rite Aid Corp. 233,000 5,432

Walgreen Co. 740,660 19,905

41,176

GENERAL MERCHANDISE STORES -
3.0%

Consolidated Stores Corp. (a) 82,700 2,843

Costco Companies, Inc. (a) 171,995 13,921

Dayton Hudson Corp. 342,500 23,055

Dillards, Inc. Class A 74,960 2,075

Dollar General Corp. 170,175 5,967

Federated Department Stores, 177,800 8,301
Inc. (a)

K mart Corp. (a) 390,700 5,812

Kohls Corp. (a) 125,600 8,345

May Department Stores Co. 263,170 10,477
(The)

Nordstrom, Inc. 117,900 4,149

Penney (J.C.) Co., Inc. 209,120 9,541

Sears, Roebuck & Co. 283,610 13,046

Wal-Mart Stores, Inc. 3,419,320 157,289

264,821

GROCERY STORES - 0.7%

Albertson's, Inc. 206,980 10,659

American Stores Co. 208,360 6,576

Great Atlantic & Pacific Tea, 26,850 826
Inc.

Kroger Co. (a) 204,600 11,112

Meyer (Fred), Inc. (a) 121,000 6,549

Safeway, Inc. (a) 383,000 20,658

Supervalu, Inc. 86,000 1,795

Winn-Dixie Stores, Inc. 102,840 3,683

61,858

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.3%

Circuit City Stores, Inc. - 76,200 4,686
Circuit City Group

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - CONTINUED

Home Depot, Inc. 1,142,246 $ 68,463

IKON Office Solutions, Inc. 91,100 1,099

Lowe's Companies, Inc. 283,120 14,935

Staples, Inc. (a) 360,000 10,800

Tandy Corp. 71,732 5,196

Toys R Us, Inc. (a) 197,325 4,292

109,471

TOTAL RETAIL & WHOLESALE 522,696

SERVICES - 0.8%

ADVERTISING - 0.4%

Clear Channel Communications, 209,600 14,567
Inc. (a)

Interpublic Group of 102,250 7,931
Companies, Inc.

Omnicom Group, Inc. 138,600 10,049

32,547

LEASING & RENTAL - 0.0%

Ryder Systems, Inc. 73,300 1,933

PRINTING - 0.1%

Deluxe Corp. 72,100 2,496

Donnelley (R.R.) & Sons Co. 115,320 4,079

Moore Corp. Ltd. 43,537 432

7,007

SERVICES - 0.3%

Block (H&R), Inc. 91,180 4,388

Cendant Corp. (a) 687,835 12,381

Dun & Bradstreet Corp. 134,820 4,955

Ecolab, Inc. 78,500 3,292

Jostens, Inc. 19,300 414

National Service Industries, 38,800 1,511
Inc.

Service Corp. International 246,600 5,117

32,058

TOTAL SERVICES 73,545

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - 19.2%

COMMUNICATIONS EQUIPMENT - 3.5%

3Com Corp. (a) 258,900 $ 6,764

Andrew Corp. (a) 61,812 862

Ascend Communications, Inc. 168,100 16,243
(a)

Cabletron Systems, Inc. (a) 137,100 1,294

Cisco Systems, Inc. (a) 1,225,000 139,727

Lucent Technologies, Inc. 2,026,600 121,849

Tellabs, Inc. (a) 143,000 15,667

302,406

COMPUTER SERVICES & SOFTWARE
- - 8.6%

Adobe Systems, Inc. 53,000 3,359

America Online, Inc. 792,700 113,158

Autodesk, Inc. 48,240 1,435

Automatic Data Processing, 481,840 21,442
Inc.

BMC Software, Inc. 175,500 7,557

Ceridian Corp. (a) 88,600 3,245

Computer Associates 406,787 17,365
International, Inc.

Computer Sciences Corp. 125,800 7,493

Compuware Corp. (a) 285,800 6,966

Electronic Data Systems Corp. 383,300 20,602

Equifax, Inc. 91,900 3,303

First Data Corp. 324,900 13,788

IMS Health, Inc. 249,240 7,477

International Business 715,140 149,598
Machines Corp.

Microsoft Corp. (a) 3,900,900 317,190

Momentum Business 3,426 25
Applications Inc (a)

Novell, Inc. (a) 291,300 6,481

Oracle Corp. (a) 1,110,250 30,046

Parametric Technology Corp. 221,200 2,889
(a)

Paychex, Inc. 133,900 6,837

PeopleSoft, Inc. 179,800 2,461

Shared Medical Systems Corp. 16,200 880

Unisys Corp. (a) 175,400 5,514

749,111

COMPUTERS & OFFICE EQUIPMENT
- - 3.7%

Apple Computer, Inc. (a) 109,650 5,044

Compaq Computer Corp. 1,323,804 29,537

Data General Corp. (a) 33,100 387

Dell Computer Corp. (a) 1,958,000 80,645

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - CONTINUED

EMC Corp. (a) 393,600 $ 42,878

Gateway 2000, Inc. (a) 114,500 7,578

Hewlett-Packard Co. 797,920 62,936

Pitney Bowes, Inc. 209,480 14,651

Seagate Technology, Inc. (a) 185,400 5,168

Silicon Graphics, Inc. (a) 156,900 2,000

Sun Microsystems, Inc. (a) 581,600 34,787

Xerox Corp. 525,600 30,879

316,490

ELECTRONIC INSTRUMENTS - 0.3%

Applied Materials, Inc. (a) 292,500 15,685

KLA-Tencor Corp. (a) 68,800 3,414

Perkin-Elmer Corp. 35,900 3,882

Tektronix, Inc. 51,800 1,256

Thermo Electron Corp. (a) 107,400 1,725

25,962

ELECTRONICS - 2.9%

Advanced Micro Devices, Inc. 123,800 2,035
(a)

Intel Corp. 2,585,740 158,215

LSI Logic Corp. (a) 88,500 3,009

Micron Technology, Inc. (a) 186,200 6,913

Motorola, Inc. 457,400 36,649

National Semiconductor Corp. 131,600 1,645
(a)

Solectron Corp. (a) 197,000 9,555

Texas Instruments, Inc. 296,020 30,231

Thomas & Betts Corp. 33,620 1,412

249,664

PHOTOGRAPHIC EQUIPMENT - 0.2%

Eastman Kodak Co. 253,070 18,885

Polaroid Corp. 31,840 657

19,542

TOTAL TECHNOLOGY 1,663,175

TRANSPORTATION - 1.1%

AIR TRANSPORTATION - 0.3%

AMR Corp. (a) 139,040 9,707

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TRANSPORTATION - CONTINUED

AIR TRANSPORTATION - CONTINUED

Delta Air Lines, Inc. 118,360 $ 7,508

Southwest Airlines Co. 257,225 8,376

US Airways Group, Inc. (a) 61,700 3,359

28,950

RAILROADS - 0.6%

Burlington Northern Santa Fe 372,929 13,659
Corp.

CSX Corp. 160,372 7,898

Kansas City Southern 83,500 4,973
Industries, Inc.

Norfolk Southern Corp. 284,620 9,304

Union Pacific Corp. 202,940 12,176

48,010

TRUCKING & FREIGHT - 0.2%

FDX Corp. (a) 118,980 13,393

Laidlaw, Inc. 228,900 1,453

14,846

TOTAL TRANSPORTATION 91,806

UTILITIES - 11.3%

CELLULAR - 1.0%

AirTouch Communications, Inc. 445,030 41,555
(a)

ALLTEL Corp. 212,100 14,303

Century Telephone 114,500 4,609
Enterprises, Inc.

Nextel Communications, Inc. 236,600 9,686
Class A (a)

Sprint Corp. Series 1 (PCS 342,045 14,494
Group) (a)

84,647

ELECTRIC UTILITY - 2.0%

AES Corp. (a) 153,100 7,655

Ameren Corp. 89,600 3,466

American Electric Power Co., 171,900 7,123
Inc.

Baltimore Gas & Electric Co. 103,950 2,924

Carolina Power & Light Co. 93,300 3,761

Central & South West Corp. 164,380 4,079

Cinergy Corp. 100,317 2,991

CMS Energy Corp. 83,800 3,687

Consolidated Edison, Inc. 172,500 7,838

Dominion Resources, Inc. 168,510 6,930

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

DTE Energy Co. 101,500 $ 4,142

Duke Energy Corp. 294,750 16,506

Edison International 274,000 6,713

Entergy Corp. 200,300 6,259

FirstEnergy Corp. 152,400 4,524

FPL Group, Inc. 153,800 8,670

GPU, Inc. 86,100 3,283

New Century Energies, Inc. 77,400 2,709

Niagara Mohawk Holdings, Inc. 88,800 1,188
(a)

Northern States Power Co. 83,320 2,010

PacifiCorp 256,700 4,284

PECO Energy Co. 192,200 9,117

PG&E Corp. 277,900 8,632

PP&L Resources, Inc. 94,120 2,629

Public Service Enterprise 198,800 7,952
Group, Inc.

Reliant Energy, Inc. 191,225 5,414

Southern Co. 556,600 15,063

Texas Utilities Co. 243,538 9,681

Unicom Corp. 195,600 7,592

176,822

GAS - 0.6%

Columbia Gas System, Inc. 57,380 2,758

Consolidated Natural Gas Co. 77,390 4,605

Eastern Enterprises Co. 25,300 909

Enron Corp. 259,440 19,523

NICOR, Inc. 47,540 1,729

ONEOK, Inc. 21,824 610

Peoples Energy Corp. 29,300 1,095

Sempra Energy 157,926 3,277

Sonat, Inc. 74,560 2,666

Williams Companies, Inc. 349,100 16,495

53,667

TELEPHONE SERVICES - 7.7%

Ameritech Corp. 841,200 57,570

AT&T Corp. 2,438,494 123,144

Bell Atlantic Corp. 1,205,446 69,464

BellSouth Corp. 1,510,980 67,616

Frontier Corp. 149,800 8,267

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

GTE Corp. 753,880 $ 50,463

MCI WorldCom, Inc. (a) 1,415,919 116,371

Nortel Networks Corp. 513,040 34,860

SBC Communications, Inc. 1,488,912 83,379

Sprint Corp. (FON Group) 335,790 34,439

U.S. WEST, Inc. 387,896 20,292

665,865

TOTAL UTILITIES 981,001

TOTAL COMMON STOCKS 8,459,575
(Cost $5,677,039)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
U.S. TREASURY OBLIGATIONS -
2.3%

PRINCIPAL AMOUNT (000S)

U.S. Treasury Bills, yield at $ 200,395 197,862
date of purchase 4.26% to
4.52% 6/3/99 to 8/26/99 (b)
(Cost $197,854)

TOTAL INVESTMENT IN $ 8,657,437
SECURITIES - 100%
(Cost $5,874,893)

FUTURES CONTRACTS

EXPIRATION DATE UNDERLYING FACE AMOUNT (000S) UNREALIZED GAIN/(LOSS) (000S)

PURCHASED

617 S&P 500 Stock Index Jun. 1999 $ 206,155 $ 2,152
Contracts

THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF INVESTMENT IN
SECURITIES - 2.4%
</TABLE>

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 $17,466,000.

INCOME TAX INFORMATION

At April 30, 1999, the aggregate cost of investment securities for
income tax purposes was $5,893,456,000. Net unrealized appreciation
aggregated $2,763,981,000, of which $2,960,385,000 related to
appreciated investment securities and $196,404,000 related to
depreciated investment securities.

The fund hereby designates approximately $96,025,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) APRIL 30, 1999

ASSETS

Investment in securities, at $ 8,657,437
value (cost $5,874,893) -
See accompanying schedule

Cash 443

Receivable for fund shares 18,452
sold

Dividends receivable 6,799

Interest receivable 47

Redemption fees receivable 3

Other receivables 13

Investment of cash collateral 275,965
received for securities
loaned

TOTAL ASSETS 8,959,159

LIABILITIES

Payable for investments $ 3,681
purchased

Payable for fund shares 7,658
redeemed

Accrued management fee 280

Payable for daily variation 1,661
on futures contracts

Other payables and accrued 1,505
expenses

Collateral on securities 275,965
loaned, at value

TOTAL LIABILITIES 290,750

NET ASSETS $ 8,668,409

Net Assets consist of:

Paid in capital $ 5,825,099

Undistributed net investment 48,566
income

Accumulated undistributed net 10,048
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 2,784,696
(depreciation) on
investments, assets and
liabilities in foreign
currencies and futures
contracts

NET ASSETS, for 93,364 shares $ 8,668,409
outstanding

NET ASSET VALUE, offering $92.85
price and redemption price
per share ($8,668,409
(divided by) 93,364 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED APRIL 30, 1999

INVESTMENT INCOME $ 88,384
Dividends

Interest (including income on 9,249
securities loaned of $499)

TOTAL INCOME 97,633

EXPENSES

Management fee and $ 15,895
sub-advisory fee

Transfer agent fees 8,483

Accounting fees 860

Non-interested trustees' 21
compensation

Registration fees 963

Audit 47

Legal 34

Interest 1

Miscellaneous 17

Total expenses before 26,321
reductions

Expense reductions (13,763) 12,558

NET INVESTMENT INCOME 85,075

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

Investment securities (6,165)

Foreign currency transactions 1

Futures contracts 20,700 14,536

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 1,299,282

Futures contracts (1,855) 1,297,427

NET GAIN (LOSS) 1,311,963

NET INCREASE (DECREASE) IN $ 1,397,038
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS YEAR ENDED APRIL 30, 1999 YEAR ENDED APRIL 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 85,075 $ 60,196
income

Net realized gain (loss) 14,536 156,237

Change in net unrealized 1,297,427 1,021,025
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,397,038 1,237,458
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (60,685) (37,882)
From net investment income

From net realized gain (118,649) (64,969)

TOTAL DISTRIBUTIONS (179,334) (102,851)

Share transactions Net 3,521,757 2,842,673
proceeds from sales of shares

Reinvestment of distributions 174,440 100,426

Cost of shares redeemed (1,683,409) (941,968)

NET INCREASE (DECREASE) IN 2,012,788 2,001,131
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 1,183 876

TOTAL INCREASE (DECREASE) 3,231,675 3,136,614
IN NET ASSETS

NET ASSETS

Beginning of period 5,436,734 2,300,120

End of period (including $ 8,668,409 $ 5,436,734
undistributed net investment
income of $48,566 and
$26,003, respectively)

OTHER INFORMATION
Shares

Sold 43,316 41,491

Issued in reinvestment of 2,241 1,554
distributions

Redeemed (21,236) (13,784)

Net increase (decrease) 24,321 29,261

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

YEARS ENDED APRIL 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning $ 78.74 $ 57.82 $ 48.22 $ 38.32 $ 33.49
of period

Income from Investment
Operations

Net investment income 1.05 B 1.11 B .95 B .92 .85

Net realized and unrealized 15.52 21.92 10.58 10.32 4.77
gain (loss)

Total from investment 16.57 23.03 11.53 11.24 5.62
operations

Less Distributions

From net investment income (.79) (.75) (.90) (.99) (.80)

From net realized gain (1.68) (1.38) (1.05) (.37) -

Total distributions (2.47) (2.13) (1.95) (1.36) (.80)

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

Net asset value, end of period $ 92.85 $ 78.74 $ 57.82 $ 48.22 $ 38.32

TOTAL RETURN A 21.68% 40.74% 24.58% 29.83% 17.08%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 8,668 $ 5,437 $ 2,300 $ 1,011 $ 391
(in millions)

Ratio of expenses to average .19% C .19% C .44% C .45% .45%
net assets

Ratio of net investment 1.30% 1.61% 1.82% 2.11% 2.49%
income to average net assets

Portfolio turnover rate 4% 6% 6% 5% 2%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1999

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:

1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

the fair market value of the securities received. Interest income,
which includes accretion of original issue discount, is accrued as
earned. Investment income is recorded net of foreign taxes withheld
where recovery of such taxes is uncertain.

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, futures transactions, foreign
currency 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.

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.

2. OPERATING POLICIES -
CONTINUED

FUTURES CONTRACTS - CONTINUED

Futures contracts involve, to varying degrees, risk of loss in excess
of the futures variation margin reflected in the Statement of Assets
and Liabilities. The underlying face amount at value of any open
futures contracts at period end is shown in the schedule of
investments under the caption "Futures Contracts." This amount
reflects each contract's exposure to the underlying instrument at
period end. Losses may arise from changes in the value of the
underlying instruments or if the counterparties do not perform under
the contracts' terms. Gains (losses) are realized upon the expiration
or closing of the futures contracts. Futures contracts are valued at
the settlement price established each day by the board of trade or
exchange on which they are traded.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $2,238,021,000 and $232,907,000, respectively.

The market value of futures contracts opened and closed during the
period amounted to $2,490,036,000 and $2,575,251,000, 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 .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 $199,000.
The fee is included in the caption "Management fee and Sub-advisory
fee" on the Statement of Operations.

On March 11, 1999, Bankers Trust announced that it had reached an
agreement with the United States Attorney's Office to resolve an
investigation concerning inappropriate transfers of unclaimed funds
and related recordkeeping problems that occurred between 1994 and
early 1996. Pursuant to its agreement with the U.S. Attorney's Office,
Bankers Trust pleaded guilty to misstating entries in the bank's books
and records. As a result of the plea, absent an order from the SEC,
Bankers Trust would not be able to continue to provide investment
advisory services to the fund. The SEC has granted a temporary order
to permit Bankers Trust and its affiliates to continue to provide
investment advisory services to registered investment companies. There
is no assurance that the SEC will grant a permanent order.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

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. 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.
The market value of the loaned securities is determined at the close
of business of the fund and any additional required collateral is
delivered to the fund on the next business day. At period end, the
value of the securities loaned amounted to $266,451,000. The fund
received cash collateral of $275,965,000. 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. The interest
rate on the borrowings is the bank's base rate, as revised from time
to time. The average daily loan balances 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
$13,696,000.

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

7. EXPENSE REDUCTIONS -
CONTINUED

fund's expenses. During the period, the fund's custodian and transfer
agent fees were reduced by $40,000 and $27,000, respectively, under
these arrangements.

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders
of Spartan Market Index Fund:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments of Spartan Market Index Fund as
of April 30, 1999, and the related statements of operations, changes
in net assets and financial highlights for the year then ended. These
financial statements and financial highlights are the responsibility
of the Fund's management. Our responsibility is to express an opinion
on these financial statements and financial highlights based on our
audit. The statement of changes in net assets for the year ended April
30, 1998, and the financial highlights for each of the years in the
four-year period ended April 30, 1998 were audited by other auditors
whose report, dated June 5, 1998, expressed an unqualified opinion on
those statements and financial highlights.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of the securities owned at April 30, 1999, by
correspondence with the custodian and brokers; where replies were not
received from brokers, we performed other auditing procedures. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Spartan Market Index Fund at April 30, 1999, the results of its
operations, the changes in its net assets, and its financial
highlights for the year then ended in conformity with generally
accepted accounting principles.

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 7, 1999

OTHER INFORMATION

Based on the recommendation of the Audit Committee of Spartan Market
Index Fund, the Board of Trustees has determined not to retain
PricewaterhouseCoopers LLP as the fund's independent auditor and voted
to appoint Deloitte & Touche LLP for the current fiscal year. For the
fiscal years ended April 30, 1998 and April 30, 1997,
PricewaterhouseCoopers LLP's audit reports contained no adverse
opinion or disclaimer of opinion; nor were their reports qualified as
to uncertainty, audit scope, or accounting principles. Further, there
were no disagreements between the fund and PricewaterhouseCoopers LLP
on accounting principles, financial statement disclosure or audit
scope, which if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference to
the disagreement in their report.

DISTRIBUTIONS

The Board of Trustees of Spartan Market Index Fund voted to pay on
June 7, 1999, to shareholders of record at the opening of business on
June 4, 1999, a distribution of $.33 per share derived from capital
gains realized from sales of portfolio securities and a dividend of
$.49 per share from net investment income.

A total of 89.17% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

OF SPECIAL NOTE

INTRODUCING FIDELITY'S NEW, REORGANIZED PROSPECTUS

We invite you to spend a moment and review our new prospectus. It is
designed to help make your investment decision easier, no matter which
of the Fidelity funds you invest in.

MANAGING YOUR INVESTMENTS

BY PHONE

(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

(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)

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

19200 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
oral 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

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

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

(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5517

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 75039-5517

GENERAL CORRESPONDENCE

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISER
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
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer

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-ANN-0699 78266
1.703006.101

CUSTODIAN
Bankers Trust Company
New York, New York

FIDELITY'S INDEX FUNDS
Spartan(registered trademark) 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
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)
TouchTone Xpress (registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com