FIDELITY COMMONWEALTH TRUST, N-30D, 2000-06-19

FIDELITY COMMONWEALTH TRUST
N-30D, 2000-06-19

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FIDELITY(REGISTERED TRADEMARK)
INTERMEDIATE BOND
FUND

ANNUAL REPORT
APRIL 30, 2000

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

NOTES 32 Notes to the financial
statements.

INDEPENDENT AUDITORS' REPORT 36 The auditors' opinion.

DISTRIBUTIONS 37

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.

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 1-800-544-6666 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(PHOTO_OF_EDWARD_C_JOHNSON_3D)

DEAR SHAREHOLDER:

New indicators of accelerating inflation led to a sharp downturn in
equity markets, as the Dow Jones Industrial Average, NASDAQ and S&P
500(registered trademark) each suffered its worst single-session point
decline in history on April 14. Volatility ruled the remainder of the
month, with equity markets experiencing both strong rallies and broad
sell-offs. Inflation-sensitive Treasuries experienced similar
volatility, as prices for the bellwether 10-year note edged lower
throughout the month.

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 1-800-544-6666, 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, 2000 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY INTERMEDIATE BOND 1.44% 32.43% 100.43%

LB Int Govt/Corp Bond 1.54% 35.03% 105.16%

Short-Intermediate Investment 1.68% 30.86% 91.55%
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 104 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, 2000 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY INTERMEDIATE BOND 1.44% 5.78% 7.20%

LB Int Govt/Corp Bond 1.54% 6.19% 7.45%

Short-Intermediate Investment 1.68% 5.52% 6.71%
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
1990/04/30 10000.00 10000.00
1990/05/31 10225.97 9871.56
1990/06/30 10358.73 10356.59
1990/07/31 10493.86 10500.27
1990/08/31 10408.27 10457.17
1990/09/30 10490.32 10537.93
1990/10/31 10584.47 10660.28
1990/11/30 10763.60 10447.81
1990/12/31 10901.73 10970.07
1991/01/31 11007.89 11081.31
1991/02/28 11086.71 11169.91
1991/03/31 11146.70 11245.89
1991/04/30 11260.77 11368.46
1991/05/31 11310.27 11438.34
1991/06/30 11302.94 11446.39
1991/07/31 11433.59 11573.96
1991/08/31 11655.34 11794.93
1991/09/30 11876.44 11997.82
1991/10/31 11985.53 12134.76
1991/11/30 12080.75 12274.08
1991/12/31 12482.24 12573.85
1992/01/31 12297.73 12460.00
1992/02/29 12357.52 12509.20
1992/03/31 12303.21 12460.00
1992/04/30 12366.12 12569.50
1992/05/31 12576.24 12764.34
1992/06/30 12748.19 12953.30
1992/07/31 13058.46 13210.84
1992/08/31 13162.43 13342.98
1992/09/30 13250.89 13524.11
1992/10/31 13104.96 13348.64
1992/11/30 13037.66 13297.92
1992/12/31 13241.07 13476.00
1993/01/31 13548.12 13738.11
1993/02/28 13822.07 13954.72
1993/03/31 13887.06 14010.23
1993/04/30 13961.04 14123.00
1993/05/31 13968.09 14091.65
1993/06/30 14260.16 14312.83
1993/07/31 14395.76 14347.88
1993/08/31 14705.17 14575.38
1993/09/30 14758.98 14635.90
1993/10/31 14850.00 14675.08
1993/11/30 14761.12 14593.23
1993/12/31 14824.71 14660.06
1994/01/31 14998.22 14822.90
1994/02/28 14698.05 14603.68
1994/03/31 14433.96 14362.69
1994/04/30 14369.56 14264.94
1994/05/31 14346.37 14274.52
1994/06/30 14363.16 14276.48
1994/07/31 14509.92 14481.99
1994/08/31 14527.79 14527.27
1994/09/30 14457.62 14393.60
1994/10/31 14462.08 14391.64
1994/11/30 14478.81 14326.33
1994/12/31 14526.91 14377.05
1995/01/31 14693.75 14619.35
1995/02/28 14899.66 14922.61
1995/03/31 14995.36 15007.95
1995/04/30 15133.98 15193.21
1995/05/31 15516.62 15652.55
1995/06/30 15610.25 15757.48
1995/07/31 15599.56 15759.66
1995/08/31 15742.35 15903.12
1995/09/30 15841.67 16018.29
1995/10/31 16022.72 16196.80
1995/11/30 16218.55 16409.71
1995/12/31 16387.53 16581.69
1996/01/31 16510.26 16724.72
1996/02/29 16324.87 16528.36
1996/03/31 16225.79 16443.24
1996/04/30 16170.07 16385.11
1996/05/31 16147.82 16372.70
1996/06/30 16316.36 16546.64
1996/07/31 16357.10 16595.84
1996/08/31 16364.82 16608.90
1996/09/30 16584.19 16840.32
1996/10/31 16857.98 17137.91
1996/11/30 17079.38 17363.88
1996/12/31 16985.57 17252.64
1997/01/31 17042.45 17319.69
1997/02/28 17058.22 17352.78
1997/03/31 16948.37 17233.05
1997/04/30 17142.77 17435.51
1997/05/31 17272.44 17580.28
1997/06/30 17433.86 17740.72
1997/07/31 17790.95 18101.67
1997/08/31 17693.77 18010.67
1997/09/30 17892.01 18220.09
1997/10/31 18095.57 18421.90
1997/11/30 18120.62 18462.61
1997/12/31 18271.46 18610.21
1998/01/31 18512.68 18854.03
1998/02/28 18493.67 18839.66
1998/03/31 18557.53 18900.19
1998/04/30 18634.93 18994.88
1998/05/31 18789.05 19134.21
1998/06/30 18904.24 19256.34
1998/07/31 18965.05 19324.26
1998/08/31 19172.95 19627.95
1998/09/30 19566.33 20121.04
1998/10/31 19494.17 20101.23
1998/11/30 19512.07 20099.71
1998/12/31 19609.10 20180.47
1999/01/31 19744.20 20291.28
1999/02/28 19525.26 19993.03
1999/03/31 19681.45 20142.22
1999/04/30 19757.81 20204.07
1999/05/31 19585.60 20048.55
1999/06/30 19585.23 20062.54
1999/07/31 19548.44 20044.85
1999/08/31 19550.05 20060.07
1999/09/30 19727.44 20247.21
1999/10/31 19771.67 20299.45
1999/11/30 19792.85 20324.68
1999/12/31 19798.20 20258.30
2000/01/31 19763.44 20184.26
2000/02/29 19906.20 20350.57
2000/03/31 20099.17 20562.65
2000/04/28 20042.63 20516.07
IMATRL PRASUN SHR__CHT 20000430 20000518 160924 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Intermediate Bond Fund on April 30, 1990. As the
chart shows, by April 30, 2000, the value of the investment would have
grown to $20,043 - a 100.43% 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 $20,516 - a 105.16% 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,

2000 1999 1998 1997 1996

Dividend returns 6.17% 6.13% 6.69% 6.61% 6.65%

Capital returns -4.73% -0.10% 2.01% -0.59% 0.20%

Total returns 1.44% 6.03% 8.70% 6.02% 6.85%

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, 2000 PAST 1 MONTH PAST 6 MONTHS PAST 1 YEAR

Dividends per share 5.26(cents) 31.28(cents) 61.77(cents)

Annualized dividend rate 6.56% 6.43% 6.28%

30-day annualized yield 6.91% - -

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 $9.76
over the past one month, $9.76 over the past six months and $9.84 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

Bonds had an unsettling journey, as
the Federal Reserve Board fired five
shots across the bow - in the form of
quarter-point rate hikes - in an effort
to subdue a raging economy during
the 12-month period that ended April
30, 2000. The Lehman Brothers
Aggregate Bond Index - a widely
followed measure of taxable-bond
performance - returned only 1.26% for
the period. The spread sectors - namely
corporate bonds, mortgage securities
and government agencies - lost the
most ground early on, recoiling in the
face of perceived supply pressures. The
news was much better in the fall, as
corporates jumped on
lighter-than-expected supply. Mortgages
rallied on strong housing turnover and
slowing refinancing activity, while a
restructuring in the agency market
helped prop up those issues. Treasuries
wilted as investors turned to
higher-yielding spread sector issues
and high-flying equities. However, the
scene changed abruptly in January
when the U.S. Treasury announced its
intent to re-purchase long-term debt and
curtail future issuance. Treasury prices
soared in response and, with the help
of rising short-term interest rates,
spawned an inverted yield curve -
which occurs when short-term bonds
outyield longer dated securities. Spread
sectors recoiled on the news, with their
yield spreads widening out relative to
Treasuries. The Lehman Brothers
Treasury Index, reflective of this
reversal of fortune, posted a return of
2.23% for the 12-month period,
compared to the Lehman Brothers
Corporate Bond, Mortgage-Backed
Securities and U.S. Agency indexes,
which returned -1.01%, 1.85% and
1.19%, 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 months that ended April 30, 2000, the fund posted a
total return of 1.44%. That performance trailed the Lehman Brothers
Intermediate Government/Corporate Bond Index and the
short-intermediate investment grade debt funds average tracked by
Lipper Inc., which returned 1.54% and 1.68%, respectively.

Q. WHAT FACTORS HELPED SHAPE PERFORMANCE OVER THE PAST 12 MONTHS?

A. Sector allocation and security selection proved critical in
allowing the fund to keep pace with its index as we faced somewhat of
a slippery slope during the period. Rising interest rates made it
difficult to make any meaningful progress in terms of performance.
Having an average duration - a measure of how sensitive the fund's
share price is to changing interest rates - generally longer than its
peers also hurt in this environment. Relative to the index,
underweighting Treasuries hurt performance as this asset class
outperformed the spread sectors overall - namely corporate bonds,
mortgage securities and government agencies - during the period. This
outperformance was partially driven by an inversion in the Treasury
yield curve, with higher yields at the shorter end of the curve and
lower yields at the longer end. This shift helped widen spreads,
causing the spread sectors to relinquish the gains accumulated during
the fall. The fund's underexposure to agencies helped offset some of
our underperformance relative to the index, as this sector weakened on
concerns that Fannie Mae and Freddie Mac could lose their implicit
guarantee by the U.S. government. An out-of-benchmark position in
mortgages also helped, as did our overexposure to high-quality,
shorter-term corporates - one of the few groups within the spread
sectors to outperform Treasuries during the period.

Q. WHAT WAS PARTICULARLY NOTABLE ABOUT THE FUND'S POSITIONING IN
CORPORATE BONDS?

A. Longer-dated corporates felt much of the pain during the first
quarter of 2000. We were fortunate to have significantly reduced our
overweighting of these issues during the fall when spreads were
markedly tighter. Overall, the fund's investments in Yankee bonds - or
dollar-denominated foreign government and corporate debt - helped the
most, benefiting in large part from our exposure to rebounding Asian
economies, particularly South Korea. Having a stake in strong natural
gas and electric utilities during the period also proved particularly
beneficial. Within finance, our brokerage holdings provided additional
gains, driven by strong capital market activity. On the downside,
tobacco issues underperformed after receiving more bad news on the
legal front. Selected holdings in supermarkets and retailers also hurt
performance.

Q. DID YOUR STRATEGY CHANGE AT ALL DURING THE PERIOD?

A. Prior to 1999, the fund was offensively positioned with respect to
corporates because I felt the market had strong potential for
"positive event risk," in that most of the BBB-rated companies we
owned were being taken over by high-quality institutions, which
resulted in credit upgrades - a big win for us. Today, the vast
majority of the issuers in the bond market are old economy companies,
whose stocks have languished. Many of the strategies CEOs are
considering, be it share buybacks or leveraged buy-outs, are all
damaging to a bond's credit rating and, thus, carry "negative event
risk." Just the opposite was true for the mortgage market during the
period, which benefited from positive event risk spurred by lower
refinancing volumes and strong housing turnover. With that said, I
felt the best strategy to limit our downside potential was to
diversify and transform many of the fund's bigger plays into several
smaller positions, while simultaneously improving the overall credit
quality of the portfolio.

Q. WHAT ELSE INFLUENCED PERFORMANCE?

A. Our positioning in high-quality asset-backed securities provided
the fund with some stability. Their yield spreads widened somewhat
during the period, but not enough to fully neutralize the advantage
they offered relative to Treasuries. Similarly, the higher yield
received from our commercial mortgage-backed securities (CMBS)
holdings also helped.

Q. WHAT'S YOUR OUTLOOK?

A. I feel that corporates are still attractive on a historical basis,
but I temper this view based on the inversion of the Treasury yield
curve. If the curve reverts back to its normal shape, it would be
great news for us, as corporate spreads would begin to tighten again.
The bad news, though, is that there may not be much capital
appreciation to enjoy, since what's gained in corporates is lost in
Treasuries.

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, 2000,
more than $3.1 billion

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

FORD O'NEIL REFLECTS ON THE
INVERTED TREASURY YIELD CURVE:

"Historically, inversions have often
been the precursor to recession, getting
their spark from aggressive Federal
Reserve Board tightening at the
short end of the curve. Recently,
however, we've had more of a gradual
approach to tightening, but nowhere
near the magnitude of what we
experienced in the 1970s, 80s and
early 90s - the last three times we
had an inverted yield curve. I believe
the environment today is starkly
different. Fundamentally, economic
indicators are pointing more toward
a slowdown - albeit from a torrid
pace - than a recession.

"So, what's really behind the inversion?
The answer lies in the technicals of
the market. Influenced by a growing
federal budget surplus, the U.S.
Treasury announced its intent during
the period to buy back
higher-yielding long-term debt and
reduce future bond issuance. This
action, coupled with the government's
desire to reduce the average maturity
of its issues, induced a strong rally at
the long end of the curve. Rising
short-term rates - responding to an
aggressive Fed, partially influenced
by a booming domestic economy -
ensured the curve's inversion. As long
Treasury yields have fallen,
comparable corporate spreads have
widened, leaving their yields relatively
unchanged. This all makes for a rather
unfavorable risk/reward scenario for
investors such as myself who demand
more yield for the extra risk associated
with longer-duration securities. Just
because the curve is inverted doesn't
mean that I'm willing to accept less
yield for a 30-year security than I
am for a five-year issue."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
QUALITY DIVERSIFICATION AS OF
APRIL 30, 2000

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

Aaa 38.2 34.4

Aa 5.6 6.8

A 22.6 21.7

Baa 29.8 32.4

Ba and Below 1.0 2.2

Not Rated 1.1 1.1

</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, 2000

6 MONTHS AGO

Years 5.6 5.4

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

DURATION AS OF APRIL 30, 2000

6 MONTHS AGO

Years 3.5 3.4

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.

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

AS OF APRIL 30, 2000 * AS OF OCTOBER 31, 1999 **

Corporate Bonds 51.8% Corporate Bonds 54.5%

U.S. Government and U.S. Government and
Government Agency Government Agency
Obligations 29.3% Obligations 24.8%

Asset-Backed Securities 9.3% Asset-Backed Securities 9.3%

CMOs and Other Mortgage CMOs and Other Mortgage
Related Securities 4.0% Related Securities 4.8%

Other Investments 4.3% Other Investments 3.5%

Short-Term Investments and Short-Term Investments and
Net Other Assets 1.3% Net Other Assets 3.1%

* FOREIGN INVESTMENTS 13.8% ** FOREIGN INVESTMENTS 10.4%

Row: 1, Col: 1, Value: 51.8 Row: 1, Col: 1, Value: 54.5
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 29.3 Row: 1, Col: 3, Value: 24.8
Row: 1, Col: 4, Value: 9.300000000000001 Row: 1, Col: 4, Value: 9.300000000000001
Row: 1, Col: 5, Value: 4.0 Row: 1, Col: 5, Value: 4.8
Row: 1, Col: 6, Value: 4.3 Row: 1, Col: 6, Value: 3.5
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 1.3 Row: 1, Col: 8, Value: 3.1

</TABLE>

INVESTMENTS APRIL 30, 2000

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
NONCONVERTIBLE BONDS - 51.8%

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

AEROSPACE & DEFENSE - 0.3%

DEFENSE ELECTRONICS - 0.3%

Raytheon Co. 7.9% 3/1/03 (c) Baa2 $ 10,000 $ 9,927

BASIC INDUSTRIES - 1.0%

CHEMICALS & PLASTICS - 0.6%

Monsanto Co. 5.75% 12/1/05 A2 21,000 19,349

PACKAGING & CONTAINERS - 0.1%

Corning, Inc. 6.3% 3/1/09 A2 4,250 3,838

PAPER & FOREST PRODUCTS - 0.3%

Fort James Corp.:

6.5% 9/15/02 Baa2 8,000 7,758

6.625% 9/15/04 Baa2 525 499

8,257

TOTAL BASIC INDUSTRIES 31,444

CONSTRUCTION & REAL ESTATE -
1.6%

REAL ESTATE - 0.6%

Arden Realty LP 8.875% 3/1/05 Baa3 4,365 4,368
(c)

Cabot Industrial Property LP Baa2 6,060 5,767
7.125% 5/1/04

Duke-Weeks Realty LP 6.875% Baa2 11,700 10,927
3/15/05

21,062

REAL ESTATE INVESTMENT TRUSTS
- 1.0%

Avalonbay Communities, Inc. Baa1 6,635 6,279
6.58% 2/15/04

CenterPoint Properties Trust Baa2 9,000 8,650
7.125% 3/15/04

Equity Office Properties Trust:

6.5% 1/15/04 Baa1 3,125 2,938

6.5% 6/15/04 Baa1 4,450 4,182

6.763% 6/15/07 Baa1 4,700 4,263

Spieker Properties LP 6.8% Baa2 4,705 4,440
5/1/04

30,752

TOTAL CONSTRUCTION & REAL 51,814
ESTATE

DURABLES - 2.0%

AUTOS, TIRES, & ACCESSORIES -
1.4%

Daimler-Chrysler North
America Holding Corp.:

6.38% 8/23/02 (e) A1 15,000 15,050

7.4% 1/20/05 A1 12,500 12,381

NONCONVERTIBLE BONDS -
CONTINUED

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

DURABLES - CONTINUED

AUTOS, TIRES, & ACCESSORIES -
CONTINUED

TRW, Inc.:

6.45% 6/15/01 Baa1 $ 10,000 $ 9,856

6.5% 6/1/02 Baa1 10,000 9,663

46,950

TEXTILES & APPAREL - 0.6%

Jones Apparel Group, Baa2 5,500 5,319
Inc./Jones Apparel Group
Hldgs., Inc./Jones Apparel
Group USA, Inc. 6.25% 10/1/01

Jones Apparel Group, Inc. Baa2 14,080 13,059
7.875% 6/15/06

18,378

TOTAL DURABLES 65,328

ENERGY - 2.1%

ENERGY SERVICES - 0.4%

Baker Hughes, Inc. 5.8% A2 7,800 7,456
2/15/03

Petroliam Nasional BHD Baa3 6,000 5,499
(Petronas) yankee 7.125%
10/18/06 (c)

12,955

OIL & GAS - 1.7%

Amerada Hess Corp. 7.375% Baa1 10,000 9,453
10/1/09

Canada Occidental Petroleum Baa2 13,450 12,941
Ltd. 7.125% 2/4/04

Occidental Petroleum Corp.:

6.35% 11/9/00 Baa3 5,000 4,974

10.69% 7/27/00 Baa3 5,000 5,041

The Coastal Corp. 6.2% 5/15/04 Baa2 8,500 7,993

YPF Sociedad Anonima:

7.75% 8/27/07 B1 2,535 2,421

8% 2/15/04 B1 13,120 12,688

55,511

TOTAL ENERGY 68,466

FINANCE - 27.1%

BANKS - 10.6%

Australia & New Zealand A1 15,995 15,192
Banking Group Ltd. yankee
6.25% 2/1/04

Bank of America Corp. 7.8% Aa3 1,300 1,296
2/15/10

Bank of Montreal 6.1% 9/15/05 A1 3,000 2,754

NONCONVERTIBLE BONDS -
CONTINUED

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

FINANCE - CONTINUED

BANKS - CONTINUED

Bank of New York Co., Inc. A2 $ 7,200 $ 7,037
6.625% 6/15/03

BankAmerica Corp. 5.75% 3/1/04 Aa2 5,000 4,688

BankBoston Corp. 6.625% 2/1/04 A3 1,300 1,253

BanPonce Financial Corp. A3 3,850 3,820
6.75% 8/9/01

Barclays Bank PLC 7.4% Aa3 6,000 5,772
12/15/09

Boatmens Bancshares, Inc. Aa3 2,000 2,051
9.25% 11/1/01

Capital One Bank:

6.26% 5/7/01 Baa2 9,645 9,477

6.375% 2/15/03 Baa2 9,860 9,515

6.48% 6/28/02 Baa2 7,975 7,712

6.65% 3/15/04 Baa3 12,500 11,875

Chase Manhattan Corp.:

6.375% 4/1/08 A1 3,500 3,207

7.25% 6/1/07 A1 8,803 8,563

Crestar Finanical Corp. 8.75% A2 7,100 7,352
11/15/04

Den Danske Bank AS 6.375% A1 15,800 14,353
6/15/08 (c)(e)

First Chicago Corp. 6.3% Aa3 2,000 1,972
11/1/01

First National Boston Corp. A2 4,950 4,832
7.375% 9/15/06

First Security Corp. 7.5% A3 5,300 5,285
9/1/02

First Tennessee National Baa1 7,020 6,720
Corp. 6.75% 11/15/05

First Union Corp. 7.5% 7/15/06 A2 10,100 9,912

First Union National Bank, A1 7,000 6,942
North Carolina 7.875% 2/15/10

Firstar Bank, Milwaukee 6.25% A1 2,500 2,423
12/1/02

Firstar Corp. 6.35% 7/13/01 A2 7,500 7,409

Kansallis-Osake-Pankki (NY A2 17,415 18,132
Branch) yankee 10% 5/1/02

Key Bank NA 5.8% 4/1/04 Aa3 7,000 6,560

Korea Development Bank:

6.625% 11/21/03 Baa2 7,555 7,162

7.125% 4/22/04 Baa2 3,000 2,850

7.375% 9/17/04 Baa2 7,890 7,466

yankee 6.5% 11/15/02 Baa2 4,006 3,791

MBNA Corp. 6.34% 6/2/03 Baa2 2,900 2,754

Mellon Financial Co. 9.25% A3 4,000 4,094
8/15/01

Merita Bank Ltd. yankee 6.5% A2 12,000 11,211
1/15/06

Midland Bank PLC 8.625% Aa3 5,500 5,676
12/15/04

National Australia Bank Ltd. A1 10,000 9,360
yankee 6.6% 12/10/07

NONCONVERTIBLE BONDS -
CONTINUED

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

FINANCE - CONTINUED

BANKS - CONTINUED

National Westminster Bank PLC Aa3 $ 4,500 $ 4,296
7.375% 10/1/09

NationsBank Corp. 6.5% 8/15/03 Aa3 4,000 3,889

Popular, Inc. 6.2% 4/30/01 A3 7,545 7,445

Providian National Bank:

6.25% 5/7/01 Baa3 8,875 8,726

6.7% 3/15/03 Baa3 10,000 9,576

6.75% 3/15/02 Baa3 3,425 3,331

Royal Bank of Scotland Group A1 17,000 16,898
PLC 9.118% 3/31/49

Sanwa Finance Aruba AEC 8.35% Baa1 6,000 5,952
7/15/09

Signet Bank 7.8% 9/15/06 A1 8,500 8,414

Sumitomo Bank International Baa1 12,310 12,578
Finance NV 8.5% 6/15/09

Swiss Bank Corp. 6.75% 7/15/05 Aa2 4,000 3,838

Union Planters Corp. 6.75% Baa2 9,000 8,484
11/1/05

Wells Fargo & Co. 7.2% 5/1/03 Aa2 4,000 3,964

337,859

CREDIT & OTHER FINANCE - 10.3%

Aristar, Inc. 6% 5/15/02 A3 11,200 10,863

Associates Corp. of North
America:

5.75% 11/1/03 Aa3 6,750 6,363

6% 4/15/03 Aa3 6,910 6,622

AT&T Capital Corp. 6.25% A1 15,000 14,820
5/15/01

Bell Atlantic Financial A1 9,000 8,907
Service, Inc. 7.6% 3/15/07

CIT Group Holdings, Inc. 6.5% A1 11,000 10,781
6/14/02

Citigroup, Inc. 9.5% 3/1/02 Aa2 2,000 2,065

Countrywide Funding Corp. A3 15,900 15,403
6.45% 2/27/03

Duke Capital Corp. 7.5% A3 14,500 13,951
10/1/09

Edison Mission Energy Funding Baa1 11,736 11,383
Corp. 6.77% 9/15/03 (c)

ERP Operating LP 6.55% A3 3,150 3,083
11/15/01

Finova Capital Corp.:

6.11% 2/18/03 Baa1 3,250 2,951

6.12% 5/28/02 Baa1 700 650

6.25% 11/1/02 Baa1 6,170 5,673

7.25% 11/8/04 Baa1 12,925 11,845

Ford Motor Credit Co.:

6.3% 7/16/02 (e) A2 25,000 24,667

NONCONVERTIBLE BONDS -
CONTINUED

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

FINANCE - CONTINUED

CREDIT & OTHER FINANCE -
CONTINUED

Ford Motor Credit Co.: -
continued

6.5% 2/28/02 A2 $ 10,000 $ 9,797

7.5% 3/15/05 A2 7,000 6,924

General Motors Acceptance
Corp.:

5.5% 1/14/02 A2 7,500 7,237

6.625% 1/10/02 A2 6,000 5,896

GS Escrow Corp. 7.125% 8/1/05 Ba1 6,045 5,248

Heller Financial, Inc. 6.5% A3 8,200 8,005
7/22/02

HSBC Capital Funding LP A1 10,000 10,069
9.547% 12/31/49 (b)(c)

Norwest Financial, Inc. Aa2 7,050 6,620
5.375% 9/30/03

PNC Funding Corp. 6.95% 9/1/02 A2 7,600 7,491

Popular North America, Inc.:

6.625% 10/27/02 A3 5,000 4,831

7.375% 9/15/01 A3 8,420 8,372

Scotland International A1 5,250 5,434
Finance No. 2 BV yankee 8.8%
1/27/04 (c)

Sears Roebuck Acceptance Corp.:

6% 3/20/03 A3 2,070 1,965

6.25% 5/1/09 A3 4,000 3,503

6.75% 9/15/05 A3 6,150 5,774

6.95% 5/15/02 A3 1,730 1,712

Sprint Capital Corp. 5.7% Baa1 16,840 15,866
11/15/03

Textron Financial Corp. A2 12,675 12,353
7.125% 12/9/04

Trizec Finance Ltd. yankee Baa3 14,146 14,429
10.875% 10/15/05

TXU Eastern Funding:

6.15% 5/15/02 Baa1 12,000 11,674

6.75% 5/15/09 Baa1 15,000 13,178

U.S. West Capital Funding, Baa1 15,800 14,328
Inc. 6.375% 7/15/08

330,733

INSURANCE - 1.9%

Allstate Corp. 7.875% 5/1/05 A1 7,300 7,257

American General Corp. 6.25% A2 11,000 10,680
3/15/03

Metropolitan Life Insurance
Co.:

6.3% 11/1/03 (c) A1 4,500 4,275

7% 11/1/05 (c) A1 5,000 4,832

New York Life Insurance Co. Aa3 10,000 9,542
6.4% 12/15/03 (c)

NONCONVERTIBLE BONDS -
CONTINUED

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

FINANCE - CONTINUED

INSURANCE - CONTINUED

The St. Paul Companies, Inc. A1 $ 6,500 $ 6,412
7.875% 4/15/05

Western National Corp. 7.125% A2 18,430 18,059
2/15/04

61,057

SAVINGS & LOANS - 1.4%

H.F. Ahmanson & Co.:

7.875% 9/1/04 Baa1 1,250 1,253

8.25% 10/1/02 A3 6,400 6,452

Home Savings of America FSB A3 10,550 9,961
6.5% 8/15/04

Long Island Savings Bank FSB:

6.2% 4/2/01 Baa3 7,030 6,949

7% 6/13/02 Baa3 10,700 10,540

Sovereign Bancorp, Inc. Ba3 10,500 10,145
6.625% 3/15/01

45,300

SECURITIES INDUSTRY - 2.9%

Amvescap PLC yankee:

6.375% 5/15/03 A3 15,650 14,841

6.6% 5/15/05 A3 10,950 10,176

DLJ, Inc. 8% 3/1/05 A3 9,000 8,962

Goldman Sachs Group LP:

6.2% 2/15/01 A1 5,220 5,171

6.6% 7/15/02 (c) A1 4,200 4,098

7.875% 1/15/03 (c) A1 3,000 3,004

Goldman Sachs Group, Inc. A1 4,000 3,962
7.5% 1/28/05

Lehman Brothers Holdings 7% A3 10,000 9,814
5/15/03

Merrill Lynch & Co., Inc. Aa3 15,250 14,794
5.71% 1/15/02

Morgan Stanley Dean Witter & Aa3 17,750 17,561
Co. 7.125% 1/15/03

92,383

TOTAL FINANCE 867,332

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.9%

Tyco International Group SA
yankee:

6.125% 6/15/01 Baa1 15,750 15,464

6.375% 6/15/05 Baa1 14,600 13,581

TOTAL INDUSTRIAL MACHINERY & 29,045
EQUIPMENT

NONCONVERTIBLE BONDS -
CONTINUED

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

MEDIA & LEISURE - 3.4%

BROADCASTING - 2.0%

British Sky Broadcasting Baa3 $ 14,050 $ 13,046
Group PLC 7.3% 10/15/06

Clear Channel Communications, Baa3 16,250 14,732
Inc. 6.625% 6/15/08

Continental Cablevision, Inc.:

8.3% 5/15/06 Baa2 5,451 5,551

8.5% 9/15/01 Baa2 14,000 14,141

Cox Communications, Inc. 6.5% Baa2 1,500 1,453
11/15/02

Nielsen Media Research, Inc. Baa2 5,415 5,118
7.6% 6/15/09

Shaw Communications, Inc. Baa2 9,145 8,915
8.25% 4/11/10

62,956

ENTERTAINMENT - 0.9%

Capitol Records, Inc. 8.375% Baa1 13,000 13,085
8/15/09 (c)

Viacom, Inc. 6.75% 1/15/03 Baa3 16,898 16,471

29,556

PUBLISHING - 0.5%

News America Holdings, Inc. Baa3 4,000 4,046
8.625% 2/1/03

Time Warner Entertainment Co. Baa2 12,695 12,076
LP 7.25% 9/1/08

16,122

TOTAL MEDIA & LEISURE 108,634

NONDURABLES - 1.8%

BEVERAGES - 0.2%

Seagram JE & Sons, Inc. Baa3 6,850 6,365
6.625% 12/15/05

FOODS - 0.4%

ConAgra, Inc. 5.5% 10/15/02 Baa1 12,000 11,307

TOBACCO - 1.2%

Imperial Tobacco Overseas Bv Baa2 9,500 8,301
7.125% 4/1/09

Philip Morris Companies, Inc.:

6.8% 12/1/03 A2 13,370 12,589

7% 7/15/05 A2 3,000 2,652

7.625% 5/15/02 A2 3,000 2,967

NONCONVERTIBLE BONDS -
CONTINUED

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

NONDURABLES - CONTINUED

TOBACCO - CONTINUED

RJ Reynolds Tobacco Holdings,
Inc.:

7.375% 5/15/03 Baa2 $ 5,125 $ 4,500

7.75% 5/15/06 Baa2 9,000 7,290

38,299

TOTAL NONDURABLES 55,971

RETAIL & WHOLESALE - 1.4%

DRUG STORES - 0.1%

Rite Aid Corp.:

6.5% 12/15/05 (c) Caa1 4,395 1,846

7.125% 1/15/07 Caa1 3,675 1,507

3,353

GENERAL MERCHANDISE STORES -
0.8%

Dayton Hudson Corp. 9.75% A2 2,200 2,297
7/1/02

Federated Department Stores,
Inc.:

6.79% 7/15/27 Baa1 9,300 8,807

8.125% 10/15/02 Baa1 6,535 6,571

8.5% 6/15/03 Baa1 8,905 9,039

26,714

GROCERY STORES - 0.5%

Safeway, Inc.:

7% 9/15/02 Baa2 7,500 7,397

7.5% 9/15/09 Baa2 7,500 7,172

14,569

TOTAL RETAIL & WHOLESALE 44,636

SERVICES - 0.3%

LEASING & RENTAL - 0.3%

Hertz Corp. 7.625% 8/15/07 A3 10,525 10,280

TECHNOLOGY - 0.8%

COMPUTERS & OFFICE EQUIPMENT
- 0.8%

Comdisco, Inc.:

6% 1/30/02 Baa1 11,850 11,451

6.65% 11/13/01 Baa1 3,000 2,960

NONCONVERTIBLE BONDS -
CONTINUED

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

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- CONTINUED

Comdisco, Inc.: - continued

7.25% 9/1/02 Baa1 $ 7,500 $ 7,369

Sun Microsystems, Inc. 7% Baa1 3,165 3,125
8/15/02

24,905

TRANSPORTATION - 2.9%

AIR TRANSPORTATION - 1.1%

Continental Airlines, Inc.
pass thru trust certificates:

7.42% 10/1/08 Baa1 7,546 7,326

7.434% 3/15/06 Baa1 2,665 2,549

7.73% 9/15/12 Baa1 1,089 1,029

Delta Air Lines, Inc. 7.7% Baa3 10,500 10,030
12/15/05

Qantas Airways Ltd. 7.75% Baa1 8,500 8,396
6/15/09 (c)

United Air Lines, Inc. 9% Baa3 5,450 5,490
12/15/03

34,820

RAILROADS - 1.8%

Burlington Northern Santa Fe Baa2 19,000 17,822
Corp. 6.53% 7/15/37

Canadian National Railway Co. Baa2 8,000 7,732
yankee 6.625% 5/15/03

CSX Corp.:

6.46% 6/22/05 Baa2 5,000 4,660

7.05% 5/1/02 Baa2 5,000 4,913

Union Pacific 6.34% 11/25/03 Baa3 10,300 9,824

Wisconsin Central Baa2 13,570 12,170
Transportation Corp. 6.625%
4/15/08

57,121

TOTAL TRANSPORTATION 91,941

UTILITIES - 6.2%

CELLULAR - 0.7%

Cable & Wireless
Communications PLC:

6.375% 3/6/03 A2 15,760 15,506

6.625% 3/6/05 A2 5,600 5,535

21,041

ELECTRIC UTILITY - 2.4%

Avon Energy Partners Holdings Baa2 21,000 20,549
6.73% 12/11/02 (c)

NONCONVERTIBLE BONDS -
CONTINUED

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

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

Commonwealth Edison Co. Baa1 $ 7,500 $ 7,384
7.375% 9/15/02

Niagara Mohawk Power Corp.:

5.875% 9/1/02 Baa2 4,800 4,624

6.875% 3/1/01 Baa2 10,445 10,392

7.375% 8/1/03 Baa2 2,500 2,446

Philadelphia Electric Co.:

6.5% 5/1/03 Baa1 4,800 4,618

6.625% 3/1/03 Baa1 8,980 8,684

8% 4/1/02 Baa1 5,050 5,058

Public Service Electric & Gas A3 5,800 5,599
Co. 6.125% 8/1/02

Texas Utilities Electric Co. A3 6,000 6,030
8.125% 2/1/02

75,384

GAS - 1.3%

CMS Panhandle Holding Co. Baa3 6,250 5,808
6.125% 3/15/04

El Paso Energy Corp. 6.625% Baa2 6,095 6,018
7/15/01

Enserch Corp. 6.25% 1/1/03 Baa2 4,000 3,839

InterNorth, Inc. 9.625% Baa1 9,610 10,275
3/15/06

Kern River Funding Corp. A2 3,617 3,581
6.42% 3/31/01 (c)

Sempra Energy 7.95% 3/1/10 A2 6,000 5,959

Sonat, Inc. 6.875% 6/1/05 Baa2 2,755 2,589

Southwest Gas Corp. 9.75% Baa2 3,840 3,955
6/15/02

42,024

TELEPHONE SERVICES - 1.8%

MCI WorldCom, Inc.:

6.125% 8/15/01 A3 2,345 2,308

8.875% 1/15/06 A3 11,326 11,776

Telecomunicaciones de Puerto
Rico, Inc.:

6.15% 5/15/02 Baa2 10,345 9,967

6.65% 5/15/06 Baa2 9,110 8,383

Teleglobe Canada, Inc.:

7.2% 7/20/09 Baa1 19,519 18,534

7.7% 7/20/29 Baa1 8,000 7,525

58,493

TOTAL UTILITIES 196,942

TOTAL NONCONVERTIBLE BONDS 1,656,665
(Cost $1,721,829)

U.S. GOVERNMENT AND
GOVERNMENT AGENCY
OBLIGATIONS - 21.6%

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

U.S. GOVERNMENT AGENCY
OBLIGATIONS - 8.6%

Fannie Mae:

5.44% 1/24/01 Aaa $ 4,755 $ 4,712

6.5% 8/15/04 Aaa 15,700 15,266

7.125% 2/15/05 Aaa 5,000 4,980

Federal Farm Credit Bank Aaa 1,000 949
5.54% 9/10/03

Federal Home Loan Bank:

4.96% 10/7/05 Aaa 11,600 10,397

6.5% 8/15/07 Aaa 20,000 18,969

7.59% 3/10/05 Aaa 3,010 3,051

Financing Corp. - coupon
STRIPS:

0% 12/6/03 Aaa 2,168 1,670

0% 10/5/05 Aaa 1,000 675

Freddie Mac:

5.85% 2/21/06 Aaa 2,425 2,260

6.25% 7/15/04 Aaa 35,000 33,737

6.875% 1/15/05 Aaa 34,750 34,250

7% 2/15/03 Aaa 10,000 9,956

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 3,345 3,186

Series 1993-D, 5.23% 5/15/05 Aaa 2,605 2,466

Series 1995-A, 6.28% 6/15/04 Aaa 18,007 17,583

Series 1996-A, 6.55% 6/15/04 Aaa 9,238 9,069

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 2,169 2,168

Series 1997-A, 6.104% 7/15/03 Aaa 11,667 11,432

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

Series 1994-195, 6.08% Aaa 7,259 7,091
8/15/04 (callable)

Series 1996-A1, 6.726% - 15,522 15,223
9/15/10 (callable)

Series 1998-196A, 5.926% - 8,750 8,504
6/15/05 (callable)

Private Export Funding Corp.
secured:

5.31% 11/15/03 (c) Aaa 13,000 12,229

5.8% 2/1/04 Aaa 13,600 13,301

6.62% 10/1/05 Aaa 10,000 9,847

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

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

5.89% 8/15/05 Aaa $ 2,917 $ 2,768

6.625% 8/15/03 Aaa 15,800 15,535

U.S. Department of Housing Aaa 3,715 3,764
and Urban Development
government guaranteed
participation certificates
Series 1996-A, 7.66% 8/1/15

TOTAL U.S. GOVERNMENT AGENCY 275,038
OBLIGATIONS

U.S. TREASURY OBLIGATIONS -
13.0%

U.S. Treasury Bonds:

10.75% 5/15/03 Aaa 102,525 113,803

12% 8/15/13 Aaa 85,700 114,525

14% 11/15/11 Aaa 62,800 86,732

U.S. Treasury Notes:

5.5% 2/15/08 Aaa 99,685 94,054

7% 7/15/06 Aaa 6,000 6,137

TOTAL U.S. TREASURY 415,251
OBLIGATIONS

TOTAL U.S. GOVERNMENT AND 690,289
GOVERNMENT AGENCY OBLIGATIONS
(Cost $719,116)

U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES - 7.7%

FANNIE MAE - 5.1%

6.5% 3/1/13 to 12/1/29 Aaa 98,716 93,714

7% 7/1/25 to 9/1/29 Aaa 41,754 39,966

7.5% 8/1/13 to 1/1/30 Aaa 24,166 23,708

8% 5/1/30 (d) Aaa 7,000 6,987

12.5% 11/1/13 to 8/1/15 Aaa 134 150

164,525

FREDDIE MAC - 0.0%

8.5% 6/1/13 Aaa 36 36

U.S. GOVERNMENT AGENCY -
MORTGAGE SECURITIES -
CONTINUED

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

GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION - 2.6%

6.5% 4/15/28 to 4/15/29 Aaa $ 9,549 $ 8,944

7% 8/15/25 to 4/15/28 Aaa 35,492 34,150

7.5% 3/15/28 Aaa 612 602

8% 7/15/17 to 5/15/22 Aaa 38,452 38,812

82,508

TOTAL U.S. GOVERNMENT AGENCY 247,069
- MORTGAGE SECURITIES
(Cost $254,422)

ASSET-BACKED SECURITIES - 9.3%

American Express Master Trust Aaa 12,000 11,570
5.9% 5/15/03

ANRC Auto Owner Trust Series Aaa 13,000 12,915
1999-A Class A3, 6.75%
12/15/03

BankAmerica Manufacturing
Housing Contract Trust V:

6.11% 1/10/08 Aaa 10,500 10,343

6.2% 4/10/09 Aaa 7,930 7,707

Capita Equipment Receivables Aa3 12,420 12,230
Trust 6.45% 8/15/02

Caterpillar Financial Asset Aaa 8,500 8,391
Trust 6.2% 4/25/04

Chase Manhattan Grantor Trust A3 702 696
6.76% 9/15/02

Chevy Chase Auto Receivables Aaa 4,336 4,307
Trust 6.2% 3/20/04

CIT Marine Trust 5.8% 4/15/10 Aaa 6,000 5,654

CPS Auto Grantor Trust:

6.55% 8/15/02 Aaa 1,899 1,890

6.7% 2/15/02 Aaa 801 799

CS First Boston Mortgage Aaa 3,808 3,807
Securities Corp. 7% 3/15/27

Dayton Hudson Credit Card Aaa 4,500 4,314
Master Trust 5.9% 5/25/06

Discover Card Master Trust I Aaa 8,000 7,886
5.75% 10/16/03

Fidelity Funding Auto Trust Aaa 1,002 1,002
6.99% 11/15/02 (c)

Ford Credit Auto Owner Trust:

6.2% 12/15/02 Baa2 7,080 6,944

6.4% 12/15/02 Baa2 3,810 3,749

7.03% 11/15/03 Aaa 8,612 8,573

Green Tree Financial Corp.:

6.68% 1/15/29 AAA 21,000 20,757

6.7% 5/15/27 Aaa 2,660 2,658

7.15% 7/15/27 Aaa 1,186 1,186

ASSET-BACKED SECURITIES -
CONTINUED

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

Key Auto Finance Trust:

6.25% 10/15/03 Aaa $ 6,975 $ 6,946

6.65% 10/15/03 Baa3 1,026 1,023

MBNA Master Credit Card Trust
II:

6.4% 1/18/05 Aaa 7,000 6,865

6.55% 1/15/07 Aaa 8,400 8,128

Navistar Financial Owner Aaa 7,500 7,477
Trust 7.2% 5/17/04

Olympic Automobile Aaa 2,283 2,258
Receivables Trust 6.125%
11/15/04

Petroleum Enhanced Trust Baa2 7,774 7,747
Receivables Offering
Petroleum Trust 6.125%
2/5/03 (c)(e)

PP&L Transition Bonds LLC:

Series 1999-1 Class A4, 6.72% Aaa 17,000 16,633
12/26/05

Series 1999-1 Class A3, 6.6% Aaa 4,900 4,818
3/25/05

Railcar Trust 7.75% 6/1/04 Aaa 8,034 8,075

Reliance Auto Receivables Aaa 302 302
Corp., Inc. 6.1% 7/15/02 (c)

Sears Credit Account Master
Trust II:

6.45% 11/17/09 Aaa 8,065 7,747

7% 7/15/08 Aaa 26,750 26,390

SLMA Student Ln. Trust Aaa 25,000 25,016
6.5994% 4/25/08 (e)

Tranex Auto Receivables Owner Aaa 3,848 3,822
Trust 6.334% 8/15/03 (c)

Triad Auto Receivables Owner Aaa 4,888 4,812
Trust 5.98% 9/17/05

West Penn Funding LLC Aaa 4,000 3,929
sequential pay Series 1999A
Class A2, 6.63% 12/26/05

Western Financial Grantor Aaa 2,050 2,038
Trust 5.875% 3/1/02

WFS Financial Owner Trust Aaa 15,500 15,057
5.7% 11/20/03

TOTAL ASSET-BACKED SECURITIES 296,461
(Cost $300,691)

COMMERCIAL MORTGAGE
SECURITIES - 4.0%

Allied Capital Commercial Aaa 5,037 4,940
Mortgage Trust sequential
pay Series 1998-1 Class A,
6.31% 1/25/28 (c)

Bankers Trust II Series Baa2 11,499 11,506
1999-S1A Class D, 8.0675%
2/28/14 (c)(e)

Commercial Mortgage Asset Aaa 7,500 6,972
Trust sequential pay Series
1999 C1 Class A3, 6.64%
9/17/10

COMMERCIAL MORTGAGE
SECURITIES - CONTINUED

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

CS First Boston Mortgage
Securities Corp.:

Sequential pay Series - $ 4,404 $ 4,393
1997-SPICE: Class A, 6.653%
8/20/36 (c)

Class D, 7.332% 4/20/08 - 7,500 7,036

Series 1995-WF1 Class A-2, AAA 8,654 8,505
6.648% 12/21/27

Series 1998-FL1:

Class D, 6.4125% 12/10/00 A2 10,200 10,108
(c)(e)

Class E, 6.7625% 1/10/13 Baa2 15,000 14,855
(c)(e)

Deutsche Mortgage & Asset Baa2 10,000 8,889
Receiving Corp. Series
1998-C1 Class D, 7.231%
7/15/12

Federal Deposit Insurance Aaa 6,848 6,772
Corp. REMIC Trust sequential
pay Series 1996-C1 Class 1A,
6.75% 7/25/26

FMAC Loan Receivables Trust Aaa 4,123 3,911
sequential pay Series 1998-C
Class A1 Notes, 5.99%
9/15/20 (c)

Host Marriot Pool Trust Aaa 8,109 7,849
sequential pay Series
1999-HMTA Class A, 6.98%
8/1/15

LTC Commercial Mortgage pass AAA 9,403 8,739
through certificates Series
1998-1 Class A, 6.029%
5/30/30 (c)

Midland Realty Acceptance Aaa 3,214 3,157
Corp. sequential pay Series
1997-C1 Class A1, 7.315%
4/25/03

Resolution Trust Corp. Series Baa2 2,607 2,567
1995-C2 Class D, 7% 5/25/27

Thirteen Affiliates of A2 20,000 19,013
General Growth Properties,
Inc. Series 1 Class C-1,
6.762% 12/15/07 (c)

TOTAL COMMERCIAL MORTGAGE 129,212
SECURITIES
(Cost $132,923)

FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY
OBLIGATIONS (F) - 4.3%

Alberta Province 4.875% Aa2 7,500 6,973
10/29/03

Chile Republic 6.875% 4/28/09 Baa1 6,000 5,451

Korean Republic yankee:

8.75% 4/15/03 Baa2 3,550 3,590

8.875% 4/15/08 Baa2 10,500 10,884

Manitoba Province yankee Aa3 26,500 26,223
6.875% 9/15/02

Nova Scotia Province yankee A3 12,033 12,482
9.375% 7/15/02

Ontario Province yankee:

global 7.75% 6/4/02 Aa3 12,050 12,139

7.375% 1/27/03 Aa3 7,500 7,504

Ontario Province 7%, 8/4/05 Aa3 6,000 5,881

FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY
OBLIGATIONS (F) - CONTINUED

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

Quebec Province:

7% 1/30/07 A2 $ 9,500 $ 9,184

yankee 6.5% 1/17/06 A2 10,000 9,501

State of Israel (guaranteed A3 16,000 13,882
by U.S. Government through
Agency for International
Development) yankee 7.25%
12/15/28

United Mexican States 9.875% Baa3 14,100 14,565
2/1/10

TOTAL FOREIGN GOVERNMENT AND 138,259
GOVERNMENT AGENCY OBLIGATIONS
(Cost $145,289)

CASH EQUIVALENTS - 1.7%

MATURITY AMOUNT (000S)

Investments in repurchase $ 53,560 53,534
agreements (U.S. Government
Obligations), in a joint
trading account at 5.86%,
dated 4/28/00 due 5/1/00
(Cost $53,534)

TOTAL INVESTMENT PORTFOLIO - 3,211,489
100.4%
(Cost $3,327,804)

NET OTHER ASSETS - (0.4)% (12,117)

NET ASSETS - 100% $ 3,199,372

</TABLE>

LEGEND

(a) S&P credit ratings are used in the absence of a rating by Moody's
Investors Service, Inc.

(b) Debt obligation initially issued at one coupon which converts to a
higher coupon at a specified date. The rate shown is the rate at
period end.

(c) 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 $236,808,000 or 7.4% of net assets.

(d) Security purchased on a delayed delivery or when-issued basis.

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

(f) 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.

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 65.2% AAA, AA, A 60.2%

Baa 29.8% BBB 27.7%

Ba 0.5% BB 2.0%

B 0.5% B 0.1%

Caa 0.1% 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 net assets, is as follows:

United States of America 86.2%

Canada 4.2

United Kingdom 3.5

Korea (South) 1.0

Finland 1.0

Others (individually less 4.1
than 1%)

100.0%

INCOME TAX INFORMATION

At April 30, 2000, the aggregate cost of investment securities for
income tax purposes was $3,327,986,000. Net unrealized depreciation
aggregated $116,497,000, of which $2,275,000 related to appreciated
investment securities and $118,772,000 related to depreciated
investment securities.

At April 30, 2000, the fund had a capital loss carryforward of
approximately $36,798,000 of which $7,401,000, $5,813,000 and
$23,584,000 will expire on April 30, 2005, 2006 and 2008,
respectively.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) APRIL 30,
2000

ASSETS

Investment in securities, at $ 3,211,489
value (including repurchase
agreements of $53,534) (cost
$3,327,804) - See
accompanying schedule

Cash 140

Receivable for investments 102,522
sold

Receivable for fund shares 6,684
sold

Interest receivable 54,343

Other receivables 14

TOTAL ASSETS 3,375,192

LIABILITIES

Payable for investments $ 116,849
purchased Regular delivery

Delayed delivery 7,055

Payable for fund shares 8,097
redeemed

Distributions payable 620

Accrued management fee 1,142

Other payables and accrued 701
expenses

Collateral on securities 41,356
loaned, at value

TOTAL LIABILITIES 175,820

NET ASSETS $ 3,199,372

Net Assets consist of:

Paid in capital $ 3,381,498

Distributions in excess of (2,479)
net investment income

Accumulated undistributed net (63,332)
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation (116,315)
(depreciation) on investments

NET ASSETS, for 330,711 $ 3,199,372
shares outstanding

NET ASSET VALUE, offering $9.67
price and redemption price
per share ($3,199,372
(divided by) 330,711 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED APRIL 30, 2000

INVESTMENT INCOME $ 226,822
Interest

Security lending 135

TOTAL INCOME 226,957

EXPENSES

Management fee $ 13,889

Transfer agent fees 6,632

Accounting and security 595
lending fees

Non-interested trustees' 10
compensation

Custodian fees and expenses 131

Registration fees 107

Audit 48

Legal 56

Miscellaneous 443

Total expenses before 21,911
reductions

Expense reductions (373) 21,538

NET INVESTMENT INCOME 205,419

REALIZED AND UNREALIZED GAIN (48,278)
(LOSS)
Net realized gain (loss) on
investment securities

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (112,755)

Delayed delivery commitments (345) (113,100)

NET GAIN (LOSS) (161,378)

NET INCREASE (DECREASE) IN $ 44,041
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS YEAR ENDED APRIL 30, 2000 YEAR ENDED APRIL 30, 1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 205,419 $ 200,125
income

Net realized gain (loss) (48,278) 15,527

Change in net unrealized (113,100) (23,998)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 44,041 191,654
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (203,842) (199,034)
from net investment income

Share transactions Net 1,868,049 2,461,866
proceeds from sales of shares

Reinvestment of distributions 195,263 191,145

Cost of shares redeemed (2,218,983) (2,223,191)

NET INCREASE (DECREASE) IN (155,671) 429,820
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) (315,472) 422,440
IN NET ASSETS

NET ASSETS

Beginning of period 3,514,844 3,092,404

End of period (including $ 3,199,372 $ 3,514,844
distributions in excess of
net investment income of
$2,479 and $5,630,
respectively)

OTHER INFORMATION
Shares

Sold 189,673 240,581

Issued in reinvestment of 19,885 18,681
distributions

Redeemed (225,183) (217,232)

Net increase (decrease) (15,625) 42,030

</TABLE>

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

YEARS ENDED APRIL 30, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

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

Income from Investment .623 B .613 B .646 B .647 B .684
Operations Net investment
income

Net realized and unrealized (.485) (.013) .200 (.060) (.004)
gain (loss)

Total from investment .138 .600 .846 .587 .680
operations

Less Distributions

From net investment income (.618) (.610) (.646) (.647) (.660)

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

Total distributions (.618) (.610) (.646) (.677) (.660)

Net asset value, end of period $ 9.670 $ 10.150 $ 10.160 $ 9.960 $ 10.050

TOTAL RETURN A 1.44% 6.03% 8.70% 6.02% 6.85%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 3,199 $ 3,515 $ 3,092 $ 3,083 $ 2,881
(in millions)

Ratio of expenses to average .67% .66% .66% .71% .73%
net assets

Ratio of expenses to average .66% C .65% C .65% C .69% C .71% C
net assets after expense
reductions

Ratio of net investment 6.32% 6.00% 6.37% 6.46% 6.48%
income to average net assets

Portfolio turnover rate 102% 108% 90% 116% 169%

</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, 2000

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.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and
paid monthly from net investment income. Distributions from realized
gains, if any, are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for paydown gains/losses on certain securities, market
discount, capital loss carryforwards and losses deferred due to wash
sales and excise tax regulations.

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 SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.

REPURCHASE AGREEMENTS. The underlying U.S. Treasury, Federal Agency,
or other obligations found to be satisfactory by FMR 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.

INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by
the SEC, the fund, along with other registered investment companies
having management contracts with FMR, may participate in an

2. OPERATING POLICIES - CONTINUED

INTERFUND LENDING PROGRAM - CONTINUED

interfund lending program. This program provides an alternative credit
facility allowing the fund to borrow from, or lend money to, other
participating funds.

DELAYED DELIVERY TRANSACTIONS. The fund may purchase or sell
securities on a delayed delivery basis. Payment and delivery may take
place after the customary settlement period for that security. 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.

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 $3,216,499,000 and $3,296,255,000, respectively, of which
U.S. government and government agency obligations aggregated
$1,618,795,000 and $1,679,101,000, 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 .0920% 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 0.43% of average net assets.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

SUB-ADVISER FEE. As each funds' investment sub-adviser, Fidelity
Investments Money Management, Inc. a wholly owned subsidiary of FMR,
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 0.20% of average net assets.

ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's
accounting records and administers the security lending program. The
security lending fee is based on the number and duration of lending
transactions. The accounting fee is based on the level of average net
assets for the month plus out-of-pocket expenses.

5. INTERFUND LENDING PROGRAM.

The fund participated in the interfund lending program as a lender.
The average daily loan balance during the period for which the loan
was outstanding amounted to$23,455,000. The weighted average interest
rate was 5.69%. Interest earned from the interfund lending program
amounted to $37,000 and is included in interest income on the
Statement of Operations. At period end there were no interfund loans
outstanding.

6. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount 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. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $40,545,000. The fund received cash collateral of
$41,356,000 which was invested in cash equivalents.

7. EXPENSE REDUCTIONS.

Through arrangements with the fund's custodian and transfer agent,
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 $49,000 and
$324,000, respectively, under these arrangements.

INDEPENDENT AUDITORS' REPORT

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Intermediate Bond Fund:

We have audited the accompanying statement of assets and liabilities
of Fidelity Intermediate Bond Fund, (the fund), a series of Fidelity
Commonwealth Trust (the Trust), including the portfolio of
investments, as of April 30, 2000, and the related statement of
operations for the year then ended, the statement of changes in net
assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial
highlights based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of April 30, 2000, 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 audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Intermediate Bond Fund as of April 30,
2000, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and its financial highlights for each of the five years in the
period then ended, in conformity with accounting principles generally
accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 2, 2000

DISTRIBUTIONS

A total of 12.63% 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 2001 of amounts for use
in preparing 2000 income tax returns.

MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.

BY PHONE

Fidelity Automated Service Telephone 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)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))

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 1-800-544-0240 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 75039-5587

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 75039-5587

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
(U.K.) Inc.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Ltd.
Fidelity Investments Money
Management, Inc.

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Dwight D. Churchill, Vice President
David L. Murphy, Vice President
Ford E. O'Neil, Vice President
Stanley N. Griffith, Assistant Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Matthew N. Karstetter, Deputy Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer

BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Ned C. Lautenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

* INDEPENDENT TRUSTEES

IBF-ANN-0600 103939
1.703559.102

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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
Strategic Income
Target TimelineSM 2001 & 2003

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions
and Account Assistance 1-800-544-6666
Product Information 1-800-544-6666
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)
Fidelity Automated Service
Telephone (FAST(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(REGISTERED TRADEMARK)
LARGE CAP STOCK
FUND

ANNUAL REPORT
APRIL 30, 2000

(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.

INDEPENDENT AUDITORS' REPORT 26 The auditors' opinion.

DISTRIBUTIONS 27

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, 2000 PAST 1 YEAR LIFE OF FUND

FIDELITY LARGE CAP STOCK 18.82% 194.97%

S&P 500 (registered trademark) 10.13% 186.62%

Growth Funds Average 22.75% 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 1,245 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
excludes the effect of sales charges. Lipper has created new
comparison categories that group funds according to portfolio
characteristics and capitalization, as well as by capitalization only.
These averages are listed on Page 5 of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 2000 PAST 1 YEAR LIFE OF FUND

FIDELITY LARGE CAP STOCK 18.82% 24.93%

S&P 500 10.13% 24.19%

Growth Funds Average 22.75% 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
1999/05/31 24122.70 25410.77
1999/06/30 25361.85 26821.07
1999/07/31 24896.00 25983.71
1999/08/31 25279.64 25855.09
1999/09/30 24663.07 25146.40
1999/10/31 26225.06 26737.67
1999/11/30 27403.41 27281.25
1999/12/31 29842.77 28888.11
2000/01/31 28874.30 27436.77
2000/02/29 30603.71 26917.39
2000/03/31 31101.79 29550.72
2000/04/28 29496.89 28661.54
IMATRL PRASUN SHR__CHT 20000430 20000518 115201 R00000000000062

$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, 2000, the value of the
investment would have grown to $29,497 - a 194.97% 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 $28,662 - a
186.62% 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.

* THE LIPPER LARGE CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER LARGE CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF APRIL 30, 2000, THE ONE YEAR
CUMULATIVE TOTAL RETURN FOR THE LARGE CAP GROWTH FUNDS AVERAGE IS
30.29%. THE ONE YEAR AVERAGE ANNUAL TOTAL RETURN IS 30.29%. THE ONE
YEAR CUMULATIVE TOTAL RETURN FOR THE LARGE CAP SUPERGROUP AVERAGE IS
16.93%. THE ONE YEAR AVERAGE ANNUAL TOTAL RETURN IS 16.93%.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

The threat of inflation and five
pre-emptive interest-rate hikes by
the Federal Reserve Board took
their toll on the majority of
large-cap stocks throughout
most of the 12-month period that
ended April 30, 2000. The Dow
Jones Industrial Average - the
blue chips' benchmark - eked out
a 0.99% return during the period.
The Standard & Poor's 500SM
Index, a group of the U.S.' largest
companies, gained 10.13%.
Instead, investors favored small-
and mid-cap growth stocks, and in
particular, technology,
telecommunications and
biotechnology stocks, which were
impacted less by rising interest
rates. The tech-heavy NASDAQ
Composite Index, the benchmark
for new economy stocks, returned
52.20% during the period. The
Russell 2000(Registered trademark) Index, a barometer
of small-cap stocks, returned
18.42%. Toward the end of the
period, a number of negative
factors - including a
less-enthusiastic market outlook
from a notable Wall Street
strategist, a federal judge's
unfavorable ruling against
Microsoft, and consistent monthly
economic data that showed
evidence of inflation - shook the
confidence of small- and mid-cap
investors. After rising to a high of
5048 on March 10, the NASDAQ
suffered a 10%-20% decline in
March, followed by a 25%
pullback during a single week in
mid-April. At the same time, the
Russell 2000 declined more than
6% in both March and April.
Meanwhile, many investors sought
the safety of larger companies as
the period drew to a close.

(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, 2000, the fund returned
18.82%, topping the Standard & Poor's 500 Index, which returned
10.13%. The growth funds average tracked by Lipper Inc. returned
22.75% for the same 12-month period.

Q. WHY DID THE FUND OUTPACE ITS INDEX, YET TRAIL ITS PEERS?

A. The 12-month period bore witness to explosive growth in a handful
of market sectors, namely technology, communications and
biotechnology. The fund's ability to tap into this growth was greatly
enhanced by its overexposure to these areas of the market relative to
the index. We garnered an edge over the S&P 500 by holding some of its
best stocks - namely Cisco, Intel and EMC - while having the
flexibility to pursue strong growth stories elsewhere in smaller names
such as Legato, Human Genome and Focal Communications. I sold off the
fund's stake in Legato prior to the close of the period. Our decision
to remain underweighted in financial stocks, which were plagued by
rising interest rates, also helped. Given the fact that most of our
peers were more heavily invested in technology, it's no surprise that
we trailed the Lipper average during the period.

Q. DID SWELLING VALUATIONS KEEP YOU FROM OWNING ENOUGH OF THE TOP
BENCHMARK NAMES?

A. Unquestionably. Amid the run-up in equities over the past year, I
felt it imprudent to build up our exposure stride for stride with the
index to names that I perceived to be running miles ahead of their
fundamentals. In some cases this approach backfired, leaving us on the
outside looking in at the tremendous gains enjoyed by such tech giants
as Oracle, Nortel and Qualcomm. In this market environment, I felt it
important to own some smaller large-cap names in the $2 billion-$10
billion market-cap range. Growth just seemed so important to investors
that if they caught an idea that had widespread appeal, the same $2
billion market cap could soar to $10 billion seemingly overnight. It's
not as likely that a $100 billion company could grow to $500 billion
in that same period of time.

Q. WHICH STRATEGIES BENEFITED PERFORMANCE?

A. I boosted the fund's stake in technology, focusing on
communications and those firms that provide Internet infrastructure
and data transmission capabilities, such as Cisco, Texas Instruments,
Vignette, Citrix and Altera. I also raised the fund's exposure to
computer hardware by way of Dell and Sun Microsystems, as I suspected
these stocks would rebound after weakness related to Y2K concerns had
dissipated. The fund's emphasis on the fastest-growing emerging
markets within health care - specifically biotechnology and genomics -
and including names such as Millennium Pharmaceuticals and Affymetrix
also helped. The fund no longer held Affymetrix at period end.
However, when biotechs as a group fell sharply toward the end of
March, I resisted the temptation to sell, affirming my conviction in
the group's longer-term prospects. I took some profits in media,
reducing the fund's weighting in advertising-sensitive stocks, which
had been major beneficiaries of the Internet revolution.

Q. WHAT OTHER STOCKS HELPED? WHICH HURT?

A. Amgen rode the biotech wave, moving higher behind an impressive
drug pipeline and favorable patent rulings. Out-of-benchmark positions
in Agilent Technologies, as well as biotech firms Protein Design Labs
and Imclone Systems, also added meaningfully to returns. I liquidated
the fund's position in Imclone Systems during the period. Looking
downward, Bristol-Myers Squibb plunged despite strong earnings when
the launch of its highly anticipated hypertension drug, Vanlev, was
delayed by regulators due to safety concerns. Owens Illinois, a
worldwide leader in the glass bottling business, suffered from
economic weakness in Eastern Europe and South America. Finally, Philip
Morris simply couldn't escape the pall cast by tobacco litigation.

Q. WHAT'S YOUR OUTLOOK?

A. I believe the market will continue to be volatile during the coming
months, with a lot of rotation among its various segments. To me, that
emphasizes the importance of maintaining a balanced approach in the
fund, which would allow us to be somewhat defensive and aggressive at
the same time. When one side isn't working, the other side generally
is. In the core of the portfolio, you have the holdings you feel
strongly about and have conviction in over the long term.
Additionally, I will continue to think seriously about where I want to
push the envelope on the growth extreme in terms of tech stocks. But
my feeling right now is that in this unforgiving market environment
that seems to be favoring the well-established, larger-cap tech
stocks, I don't want to push too hard.

(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, 2000,
more than $1.1 billion

MANAGER: Karen Firestone,
since 1998; manager, Fidelity
Destiny I Portfolio, since
February 2000; Fidelity
Advisor Large Cap Stock
Fund, since 1998; several
Fidelity Select Portfolios,
1986-1997; joined Fidelity in
1983

KAREN FIRESTONE ON
THE CHALLENGES OF FUND
MANAGEMENT IN A
MOMENTUM-DRIVEN MARKET:

"The biggest challenge of managing
through a heavily momentum-driven
market is resisting the urge to dive
in with all of the other fish and
follow the trend. I try to be early, to
not worry about whether or not I'm
selling a stock at the top, and to pay
close attention to what valuation a
company is selling for based on the
earnings picture and the underlying
fundamentals. Admittedly, it takes
a lot of discipline and guts to sell
when everything seems to be riding
in your favor. You've got to mentally
review whether you still want to be
there when a stock is selling for 50
times revenue, for example, and
that's not an easy task.

"I'll avoid a stock for which I
cannot create a model that justifies
its value. I have to be able to show
myself or have someone walk
through the story with me to prove
that it warrants consideration. The
rationale can't be based solely on
the fact that every other company
in this space sells at that level. That
makes no sense to me whatsoever.
What does make some sense is if I
can create a scenario in which a
company's revenues and profits
will grow over time so that its stock
more than justifies the price. Only
then will I be willing to buy it."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Cisco Systems, Inc. 5.3 2.9

General Electric Co. 4.8 4.1

Intel Corp. 4.4 2.5

Microsoft Corp. 2.7 4.6

Wal-Mart Stores, Inc. 1.8 1.9

Lucent Technologies, Inc. 1.8 1.7

Texas Instruments, Inc. 1.8 1.4

Merck & Co., Inc. 1.8 2.9

Fannie Mae 1.7 1.4

Walt Disney Co. 1.6 0.7

27.7 24.1

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Technology 37.9 25.4

Health 12.2 15.2

Media & Leisure 9.9 10.0

Finance 9.5 8.1

Industrial Machinery & 6.9 5.5
Equipment

</TABLE>

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

AS OF APRIL 30, 2000 * AS OF OCTOBER 31, 1999 **

Stocks 96.1% Stocks 95.0%

Short-Term Investments and Short-Term Investments and
Net Other Assets 3.9% Net Other Assets 5.0%

* FOREIGN INVESTMENTS 5.8% ** FOREIGN INVESTMENTS 5.9%

Row: 1, Col: 1, Value: 96.09999999999999 Row: 1, Col: 1, Value: 95.0
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 3.9 Row: 1, Col: 8, Value: 5.0

</TABLE>

INVESTMENTS APRIL 30, 2000

Showing Percentage of Net Assets

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

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 1.1%

Boeing Co. 119,300 $ 4,735

United Technologies Corp. 115,000 7,152

11,887

BASIC INDUSTRIES - 0.3%

CHEMICALS & PLASTICS - 0.3%

Union Carbide Corp. 50,400 2,974

PACKAGING & CONTAINERS - 0.0%

Owens-Illinois, Inc. (a) 43,670 590

TOTAL BASIC INDUSTRIES 3,564

DURABLES - 1.3%

AUTOS, TIRES, & ACCESSORIES -
0.1%

Barrett Resources Corp. (a) 55,200 1,753

CONSUMER DURABLES - 0.6%

Minnesota Mining & 72,900 6,306
Manufacturing Co.

CONSUMER ELECTRONICS - 0.6%

Sony Corp. sponsored ADR 12,300 2,775

The Swatch Group AG (Reg.) 17,900 4,051

6,826

TOTAL DURABLES 14,885

ENERGY - 2.7%

ENERGY SERVICES - 1.4%

Halliburton Co. 116,700 5,157

Noble Drilling Corp. (a) 70,300 2,808

Schlumberger Ltd. 97,300 7,450

15,415

OIL & GAS - 1.3%

Chevron Corp. 78,500 6,682

Exxon Mobil Corp. 96,300 7,481

14,163

TOTAL ENERGY 29,578

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - 9.5%

BANKS - 1.2%

FleetBoston Financial Corp. 281,367 $ 9,971

State Street Corp. 35,900 3,478

13,449

CREDIT & OTHER FINANCE - 2.5%

American Express Co. 65,510 9,831

Associates First Capital 254,600 5,649
Corp. Class A

Citigroup, Inc. 198,500 11,798

27,278

FEDERAL SPONSORED CREDIT - 2.7%

Fannie Mae 322,100 19,427

Freddie Mac 229,100 10,524

29,951

INSURANCE - 2.2%

American International Group, 123,575 13,555
Inc.

Marsh & McLennan Companies, 40,500 3,992
Inc.

MetLife, Inc. 212,200 3,515

The Chubb Corp. 55,500 3,531

24,593

SECURITIES INDUSTRY - 0.9%

Charles Schwab Corp. 102,500 4,561

Goldman Sachs Group, Inc. 20,700 1,930

Morgan Stanley Dean Witter & 49,900 3,830
Co.

10,321

TOTAL FINANCE 105,592

HEALTH - 12.2%

DRUGS & PHARMACEUTICALS - 10.5%

Alkermes, Inc. (a) 27,900 1,486

Amgen, Inc. (a) 112,600 6,306

Ariad Pharmaceuticals, Inc. 122,600 1,287
(a)

Arqule, Inc. (a) 85,100 1,005

Bristol-Myers Squibb Co. 336,100 17,624

Cell Therapeutics, Inc. (a) 111,600 1,730

Cephalon, Inc. (a) 53,200 2,993

Eli Lilly & Co. 116,900 9,038

Enzon, Inc. (a) 55,700 2,075

Human Genome Sciences, Inc. 51,100 3,912
(a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Immunex Corp. (a) 91,000 $ 3,583

Merck & Co., Inc. 284,240 19,755

Millennium Pharmaceuticals, 104,600 8,303
Inc. (a)

Pfizer, Inc. 144,643 6,093

Protein Design Labs, Inc. (a) 24,900 2,527

QLT PhotoTherapeutics, Inc. 8,900 494
(a)

Schering-Plough Corp. 313,260 12,628

Ventana Medical Systems, Inc. 24,400 688
(a)

Warner-Lambert Co. 139,000 15,820

117,347

MEDICAL EQUIPMENT & SUPPLIES
- 1.7%

Johnson & Johnson 127,200 10,494

Medtronic, Inc. 155,900 8,097

18,591

TOTAL HEALTH 135,938

INDUSTRIAL MACHINERY &
EQUIPMENT - 6.9%

ELECTRICAL EQUIPMENT - 5.9%

Emerson Electric Co. 121,900 6,689

Furukawa Electric Co. Ltd. 224,000 3,105

General Electric Co. 343,780 54,059

Omron Corp. 96,000 2,610

66,463

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.0%

Illinois Tool Works, Inc. 66,900 4,286

Ingersoll-Rand Co. 140,700 6,604

10,890

TOTAL INDUSTRIAL MACHINERY & 77,353
EQUIPMENT

MEDIA & LEISURE - 9.9%

BROADCASTING - 6.2%

AT&T Corp. - Liberty Media 163,324 8,156
Group Class A (a)

Audiofina 13,300 1,643

Cablevision Systems Corp. 60,300 4,082
Class A (a)

Carlton Communications PLC 286,800 3,449

CBS Corp. (a) 105,700 6,210

Comcast Corp. Class A 172,700 6,919
(special) (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

Cox Communications, Inc. 128,700 $ 5,510
Class A (a)

EchoStar Communications Corp. 37,000 2,356
Class A (a)

Grupo Televisa SA de CV 102,200 6,483
sponsored ADR (a)

Infinity Broadcasting Corp. 75,100 2,549
Class A (a)

Societe Europeen Des 9,400 1,432
Satellite unit

Television Francaise 1 SA 4,649 3,191

Time Warner, Inc. 157,851 14,197

Univision Communications, 21,300 2,327
Inc. Class A (a)

68,504

ENTERTAINMENT - 2.2%

Fox Entertainment Group, Inc. 154,600 3,981
Class A (a)

Ticketmaster Online 143,800 2,876
CitySearch, Inc. (a)

Walt Disney Co. 416,100 18,022

24,879

PUBLISHING - 0.7%

The New York Times Co. Class A 183,500 7,558

RESTAURANTS - 0.8%

McDonald's Corp. 237,100 9,039

TOTAL MEDIA & LEISURE 109,980

NONDURABLES - 4.2%

BEVERAGES - 1.9%

Anheuser-Busch Companies, 134,100 9,462
Inc.

Seagram Co. Ltd. 48,200 2,534

The Coca-Cola Co. 202,300 9,521

21,517

FOODS - 0.7%

H.J. Heinz Co. 64,300 2,186

Quaker Oats Co. 79,600 5,189

7,375

HOUSEHOLD PRODUCTS - 1.3%

Clorox Co. 30,200 1,110

Gillette Co. 156,900 5,805

Procter & Gamble Co. 134,300 8,008

14,923

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

TOBACCO - 0.3%

Philip Morris Companies, Inc. 148,240 $ 3,243

TOTAL NONDURABLES 47,058

PRECIOUS METALS - 0.2%

Newmont Mining Corp. 76,700 1,798

RETAIL & WHOLESALE - 3.6%

GENERAL MERCHANDISE STORES -
2.1%

Costco Wholesale Corp. (a) 26,600 1,438

Kohls Corp. (a) 34,300 1,646

Wal-Mart Stores, Inc. 366,500 20,295

23,379

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.5%

Home Depot, Inc. 298,150 16,715

TOTAL RETAIL & WHOLESALE 40,094

SERVICES - 1.8%

ADVERTISING - 1.7%

DoubleClick, Inc. (a) 39,800 3,020

Omnicom Group, Inc. 35,300 3,215

TMP Worldwide, Inc. (a) 100,400 6,564

WPP Group PLC sponsored ADR 78,100 6,043

18,842

SERVICES - 0.1%

Robert Half International, 29,100 1,779
Inc. (a)

TOTAL SERVICES 20,621

TECHNOLOGY - 37.9%

COMMUNICATIONS EQUIPMENT - 8.6%

Cisco Systems, Inc. (a) 848,640 58,824

Corning, Inc. 45,500 8,986

Lucent Technologies, Inc. 325,200 20,223

Nokia AB sponsored ADR 109,600 6,234

UTStarcom, Inc. 39,300 1,867

96,134

COMPUTER SERVICES & SOFTWARE
- 9.0%

Aether Systems, Inc. 7,900 1,315

America Online, Inc. (a) 194,100 11,610

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- CONTINUED

Automatic Data Processing, 196,200 $ 10,558
Inc.

Be Free, Inc. 68,700 859

BEA Systems, Inc. (a) 71,600 3,455

Citrix Systems, Inc. (a) 64,700 3,951

CNET Networks, Inc. (a) 62,500 2,160

Exodus Communications, Inc. 25,700 2,273
(a)

First Data Corp. 29,300 1,427

GoTo.com, Inc. 49,600 1,693

Inktomi Corp. (a) 11,000 1,693

Intuit, Inc. (a) 24,200 870

Lycos, Inc. (a) 44,700 2,079

Microsoft Corp. (a) 432,700 30,181

Oracle Corp. (a) 106,700 8,529

Priceline.com, Inc. 14,800 936

Trans Cosmos, Inc. 7,500 1,491

VeriSign, Inc. (a) 27,900 3,889

VERITAS Software Corp. (a) 19,900 2,135

Vignette Corp. (a) 33,900 1,634

Yahoo!, Inc. (a) 58,400 7,607

100,345

COMPUTERS & OFFICE EQUIPMENT
- 7.9%

Brocade Communications 13,800 1,711
Systems, Inc.

Comdisco, Inc. 59,400 1,845

Dell Computer Corp. (a) 340,400 17,063

EMC Corp. (a) 112,800 15,672

Gateway, Inc. (a) 46,500 2,569

Hewlett-Packard Co. 93,200 12,582

International Business 119,400 13,328
Machines Corp.

Juniper Networks, Inc. 11,300 2,403

Lexmark International Group, 34,800 4,106
Inc. Class A (a)

Sun Microsystems, Inc. (a) 176,096 16,190

87,469

ELECTRONIC INSTRUMENTS - 1.2%

Agilent Technologies, Inc. 57,600 5,105

Applied Materials, Inc. (a) 29,900 3,044

LAM Research Corp. (a) 123,400 5,661

13,810

ELECTRONICS - 11.2%

Altera Corp. (a) 70,300 7,188

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Broadcom Corp. Class A (a) 2,700 $ 465

Chartered Semiconduct 39,700 3,469
Manufacturing Ltd. ADR

GlobeSpan, Inc. 21,200 2,014

Intel Corp. 388,200 49,229

JDS Uniphase Corp. (a) 45,900 4,759

Linear Technology Corp. 93,100 5,318

LSI Logic Corp. (a) 41,800 2,613

Methode Electronics, Inc. 58,700 2,446
Class A

Micron Technology, Inc. (a) 22,300 3,105

Motorola, Inc. 126,400 15,050

PMC-Sierra, Inc. (a) 13,500 2,590

Samsung Electronics Co. Ltd. 18,100 2,901
unit

Texas Instruments, Inc. 123,600 20,131

Vitesse Semiconductor Corp. 30,200 2,055
(a)

World Access, Inc. (a) 106,200 1,673

125,006

TOTAL TECHNOLOGY 422,764

TRANSPORTATION - 0.5%

AIR TRANSPORTATION - 0.1%

Travelocity.com, Inc. (a) 67,800 1,195

TRUCKING & FREIGHT - 0.4%

United Parcel Service, Inc. 71,300 4,741
Class B

TOTAL TRANSPORTATION 5,936

UTILITIES - 4.0%

CELLULAR - 1.4%

Nextel Communications, Inc. 28,200 3,086
Class A (a)

Powertel, Inc. (a) 35,400 2,381

QUALCOMM, Inc. (a) 11,800 1,280

Sprint Corp. - PCS Group 82,100 4,516
Series 1 (a)

Vodafone AirTouch PLC 996,501 4,684

15,947

ELECTRIC UTILITY - 0.9%

AES Corp. (a) 59,600 5,360

Calpine Corp. (a) 44,100 4,035

9,395

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - 1.7%

Allegiance Telecom, Inc. (a) 37,015 $ 2,619

AT&T Corp. 80,450 3,756

DDI Corp. 170 1,949

Focal Communications Corp. 26,600 886

MCI WorldCom, Inc. (a) 7,560 344

Metromedia Fiber Network, 160,200 4,946
Inc. Class A (a)

SBC Communications, Inc. 99,900 4,377

18,877

TOTAL UTILITIES 44,219

TOTAL COMMON STOCKS 1,071,267
(Cost $875,833)

CASH EQUIVALENTS - 5.1%

Central Cash Collateral Fund, 4,656,340 4,656
5.94% (b)

Taxable Central Cash Fund, 52,924,507 52,925
5.77% (b)

TOTAL CASH EQUIVALENTS 57,581
(Cost $57,581)

TOTAL INVESTMENT PORTFOLIO - 1,128,848
101.2%
(Cost $933,414)

NET OTHER ASSETS - (1.2)% (13,911)

NET ASSETS - 100% $ 1,114,937

</TABLE>

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

At April 30, 2000, the aggregate cost of investment securities for
income tax purposes was $941,602,000. Net unrealized appreciation
aggregated $187,246,000, of which $263,904,000 related to appreciated
investment securities and $76,658,000 related to depreciated
investment securities.

The fund hereby designates approximately $10,876,000 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, 2000

ASSETS

Investment in securities, at $ 1,128,848
value (cost $933,414) - See
accompanying schedule

Receivable for investments 8,985
sold

Receivable for fund shares 902
sold

Dividends receivable 494

Interest receivable 220

Other receivables 13

TOTAL ASSETS 1,139,462

LIABILITIES

Payable for investments $ 17,402
purchased

Payable for fund shares 1,554
redeemed

Accrued management fee 607

Other payables and accrued 306
expenses

Collateral on securities 4,656
loaned, at value

TOTAL LIABILITIES 24,525

NET ASSETS $ 1,114,937

Net Assets consist of:

Paid in capital $ 883,029

Accumulated undistributed net 36,479
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 195,429
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 52,302 shares $ 1,114,937
outstanding

NET ASSET VALUE, offering $21.32
price and redemption price
per share ($1,114,937
(divided by) 52,302 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS
YEAR ENDED APRIL 30, 2000

INVESTMENT INCOME $ 6,441
Dividends

Interest 2,125

Security lending 41

TOTAL INCOME 8,607

EXPENSES

Management fee Basic fee $ 5,250

Performance adjustment 341

Transfer agent fees 1,963

Accounting and security 299
lending fees

Non-interested trustees' 2
compensation

Custodian fees and expenses 50

Registration fees 199

Audit 29

Legal 10

Reports to shareholders 71

Miscellaneous 1

Total expenses before 8,215
reductions

Expense reductions (155) 8,060

NET INVESTMENT INCOME 547

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

Investment securities 49,961

Foreign currency transactions 31 49,992

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 108,946

Assets and liabilities in (5) 108,941
foreign currencies

NET GAIN (LOSS) 158,933

NET INCREASE (DECREASE) IN $ 159,480
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS YEAR ENDED APRIL 30, 2000 YEAR ENDED APRIL 30, 1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 547 $ 372
income

Net realized gain (loss) 49,992 8,223

Change in net unrealized 108,941 62,685
appreciation (depreciation)

NET INCREASE (DECREASE) IN 159,480 71,280
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (957) (185)
From net investment income

From net realized gain (19,130) (20,547)

TOTAL DISTRIBUTIONS (20,087) (20,732)

Share transactions Net 849,804 792,455
proceeds from sales of shares

Reinvestment of distributions 19,167 20,274

Cost of shares redeemed (526,476) (384,464)

NET INCREASE (DECREASE) IN 342,495 428,265
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 481,888 478,813
IN NET ASSETS

NET ASSETS

Beginning of period 633,049 154,236

End of period (including $ 1,114,937 $ 633,049
undistributed net investment
income of $0 and $380,
respectively)

OTHER INFORMATION
Shares

Sold 43,007 47,639

Issued in reinvestment of 1,002 1,426
distributions

Redeemed (26,131) (24,016)

Net increase (decrease) 17,878 25,049

</TABLE>

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

YEARS ENDED APRIL 30, 2000 1999 1998 1997 1996 F

SELECTED PER-SHARE DATA

Net asset value, beginning $ 18.39 $ 16.45 $ 12.81 $ 11.72 $ 10.00
of period

Income from Investment
Operations

Net investment income .01 D .02 D .06 D .09 D .05

Net realized and unrealized 3.39 4.17 4.71 1.85 1.70
gain (loss)

Total from investment 3.40 4.19 4.77 1.94 1.75
operations

Less Distributions

From net investment income (.02) G (.02) (.06) (.05) (.03)

From net realized gain (.45) G (2.23) (1.07) (.80) -

Total distributions (.47) (2.25) (1.13) (.85) (.03)

Net asset value, end of period $ 21.32 $ 18.39 $ 16.45 $ 12.81 $ 11.72

TOTAL RETURN B, C 18.82% 29.48% 39.03% 17.35% 17.52%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,115 $ 633 $ 154 $ 117 $ 88
(in millions)

Ratio of expenses to average .91% .93% .86% 1.01% 1.31% A
net assets

Ratio of expenses to average .89% E .90% E .84% E .99% E 1.30% A, E
net assets after expense
reductions

Ratio of net investment .06% .13% .39% .68% .70% A
income to average net assets

Portfolio turnover rate 99% 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.
G THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK
TO TAX DIFFERENCES.

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 2000

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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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

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

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

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.
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.

2. OPERATING POLICIES - CONTINUED

REPURCHASE AGREEMENTS - CONTINUED

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.

CENTRAL CASH FUNDS. Pursuant to an Exemptive Order issued by the SEC,
the fund may invest in the Taxable Central Cash Fund and the Central
Cash Collateral Fund (the Cash Funds) managed by Fidelity Investments
Money Management, Inc., an affiliate of FMR. The Cash Funds are
open-end money market funds available only to investment companies and
other accounts managed by FMR and its affiliates. The Cash Funds seek
preservation of capital, liquidity, and current income. Income
distributions from the Cash Funds are declared daily and paid monthly
from net interest income. Income distributions earned by the fund are
recorded as either interest income or security lending income in the
accompanying financial statements.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $1,158,620,000 and $856,473,000, 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 .2167% 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 .62% of average net
assets after the performance adjustment.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

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 $56,000 for the
period.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount 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. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $4,455,000. The fund received cash collateral of
$4,656,000 which was invested in cash equivalents.

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 $143,000 under this arrangement.

In addition, through arrangements with the fund's transfer agent,
credits realized as a result of uninvested cash balances were used to
reduce a portion of the fund's expenses. During the period, the fund's
transfer agent fees were reduced by $12,000 under this arrangement.

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying statement of assets and liabilities
of Fidelity Large Cap Stock Fund, (the fund), a series of Fidelity
Commonwealth Trust (the Trust), including the portfolio of
investments, as of April 30, 2000, and the related statement of
operations for the year then ended, the statement of changes in net
assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial
highlights based on our audits.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Large Cap Stock Fund as of April 30,
2000, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and its financial highlights for each of the five years in the
period then ended, in conformity with accounting principles generally
accepted in the United States of America .

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 2, 2000

DISTRIBUTIONS

The Board of Trustees of Fidelity Large Cap Stock Fund voted to pay on
June 5, 2000, to shareholders of record at the opening of business on
June 2, 2000, a distribution of $.79 per share derived from capital
gains realized from sales of portfolio securities.

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

A total of 50% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund will notify shareholders in January 2001 of amounts for use
in preparing 2000 income tax returns.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))

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.
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*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.

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WWW.FIDELITY.COM

(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)

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
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OVERNIGHT EXPRESS
Fidelity Investments
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SELLING SHARES

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

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Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5587

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 75039-5587

GENERAL CORRESPONDENCE

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

TO VISIT FIDELITY

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

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

8 Montgomery 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
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90 Alhambra Plaza
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4090 N. Ocean Boulevard
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1907 West State Road 434
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8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
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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

Three Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

801 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 Old N. 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

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 72nd Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

RHODE ISLAND

47 Providence Place
Providence, RI

TENNESSEE

6150 Poplar Avenue
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

1861 International Drive
McLean, VA

WASHINGTON

411 108th Avenue, N.E.
Bellevue, WA

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(Far East) Inc.
Fidelity Management & Research
(U.K.) Inc.
Fidelity Investments Japan Ltd.

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Karen M. Firestone, Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Matthew N. Karstetter, Deputy Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Michael Cook
Abigail P. Johnson

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

LCS-ANN-0600 104092
1.703546.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
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Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
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OTC Portfolio
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Small Cap Stock Fund
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(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY(REGISTERED TRADEMARK)
MID-CAP STOCK
FUND

ANNUAL REPORT
APRIL 30, 2000

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

NOTES 28 Notes to the financial
statements.

INDEPENDENT AUDITORS' REPORT 33 The auditors' opinion.

DISTRIBUTIONS 34

PROXY VOTING RESULTS 35

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

CUMULATIVE TOTAL RETURNS

PERIODS ENDED APRIL 30, 2000 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY MID-CAP STOCK 49.47% 230.88% 303.52%

S&P MidCap 400 (registered 23.52% 177.99% 202.15%
trademark)

Mid-Cap Funds Average 39.88% 183.92% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on March 29, 1994. 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 MidCap 400 Index - a market
capitalization-weighted index of 400 medium-capitalization stocks. To
measure how the fund's performance stacked up against its peers, you
can compare it to the mid-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 445 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges. Lipper has
created new comparison categories that group funds according to
portfolio characteristics and capitalization, as well as by
capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 2000 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY MID-CAP STOCK 49.47% 27.04% 25.73%

S&P MidCap 400 23.52% 22.69% 19.90%

Mid-Cap Funds Average 39.88% 22.24% n/a

$10,000 OVER LIFE OF FUND
Mid-Cap Stock S&P MidCap 400
00337 SP004
1994/03/29 10000.00 10000.00
1994/03/31 9780.00 9827.50
1994/04/30 9840.00 9900.23
1994/05/31 9890.00 9806.17
1994/06/30 9690.00 9468.84
1994/07/31 9930.00 9789.83
1994/08/31 10740.00 10302.82
1994/09/30 10990.00 10110.16
1994/10/31 11180.00 10220.36
1994/11/30 10720.00 9759.42
1994/12/31 10846.15 9849.01
1995/01/31 10927.24 9951.54
1995/02/28 11464.48 10473.20
1995/03/31 11860.51 10654.91
1995/04/30 12195.61 10868.86
1995/05/31 12378.39 11131.13
1995/06/30 12984.78 11584.28
1995/07/31 13715.88 12188.63
1995/08/31 14004.20 12413.99
1995/09/30 14302.82 12714.91
1995/10/31 14014.50 12387.76
1995/11/30 14539.66 12928.73
1995/12/31 14525.66 12896.54
1996/01/31 14977.57 13083.66
1996/02/29 15397.20 13528.38
1996/03/31 15386.44 13690.45
1996/04/30 15956.71 14108.55
1996/05/31 16666.85 14299.30
1996/06/30 16158.58 14084.67
1996/07/31 15221.85 13131.84
1996/08/31 16080.52 13889.16
1996/09/30 17073.01 14494.72
1996/10/31 16638.10 14536.90
1996/11/30 17429.86 15355.77
1996/12/31 17157.68 15372.81
1997/01/31 17731.94 15949.91
1997/02/28 17274.87 15818.80
1997/03/31 16325.58 15144.44
1997/04/30 16759.21 15537.14
1997/05/31 18165.57 16895.71
1997/06/30 19160.83 17370.31
1997/07/31 20672.56 19090.14
1997/08/31 20635.69 19067.04
1997/09/30 21704.96 20163.01
1997/10/31 20820.05 19285.72
1997/11/30 21164.18 19571.54
1997/12/31 21804.06 20331.11
1998/01/31 21673.42 19944.00
1998/02/28 23463.20 21596.36
1998/03/31 24665.11 22570.36
1998/04/30 24560.59 22982.27
1998/05/31 23763.68 21948.30
1998/06/30 24491.13 22086.79
1998/07/31 23834.87 21230.48
1998/08/31 19394.63 17278.64
1998/09/30 20288.27 18891.60
1998/10/31 21796.27 20579.95
1998/11/30 23220.50 21606.89
1998/12/31 25114.84 24217.43
1999/01/31 25466.00 23274.65
1999/02/28 24075.41 22055.98
1999/03/31 25241.26 22672.23
1999/04/30 26997.05 24460.61
1999/05/31 26884.68 24566.53
1999/06/30 28662.74 25882.07
1999/07/31 28104.57 25332.07
1999/08/31 28149.82 24463.69
1999/09/30 27335.20 23708.49
1999/10/31 28617.48 24916.68
1999/11/30 30322.16 26224.56
1999/12/31 35117.59 27783.08
2000/01/31 35647.48 27000.71
2000/02/29 45731.55 28890.22
2000/03/31 43290.82 31308.04
2000/04/28 40352.31 30214.77
IMATRL PRASUN SHR__CHT 20000430 20000518 120413 R00000000000077

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Mid-Cap Stock Fund on March 29, 1994, when the
fund started. As the chart shows, by April 30, 2000, the value of the
investment would have grown to $40,352 - a 303.52% increase on the
initial investment. For comparison, look at how the Standard & Poor's
MidCap 400 Index did over the same period. With dividends and capital
gains, if any, reinvested, the same $10,000 would have grown to
$30,215 - a 202.15% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER MULTI-CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTI-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF APRIL 30, 2000, ONE YEAR AND
FIVE YEAR CUMULATIVE TOTAL RETURNS FOR THE MULTI-CAP GROWTH FUNDS
AVERAGE ARE 47.70% AND 247.92%, RESPECTIVELY. THE ONE YEAR AND FIVE
YEAR AVERAGE ANNUAL TOTAL RETURNS ARE 47.70% AND 27.81%, RESPECTIVELY.
THE ONE YEAR AND FIVE YEAR CUMULATIVE TOTAL RETURNS FOR THE MULTI-CAP
SUPERGROUP AVERAGE ARE 19.03% AND 167.28%, RESPECTIVELY. THE ONE YEAR
AND FIVE YEAR AVERAGE ANNUAL TOTAL RETURNS ARE 19.03% AND 20.91%,
RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(photograph of David Felman)

An interview with David Felman, Portfolio Manager of Fidelity Mid-Cap
Stock Fund

Q. HOW DID THE FUND PERFORM, DAVID?

A. For the 12-month period that ended on April 30, 2000, the fund
returned 49.47%, compared to a return of 23.52% for the Standard &
Poor's MidCap 400 Index and a return of 39.88% for the mid-cap funds
average, as measured by Lipper Inc.

Q. WHAT FACTORS AFFECTED PERFORMANCE?

A. After taking over the fund in August 1999, I increased weightings
in technology, health care and energy, while reducing the emphasis on
media, advertising and financial services stocks. These moves worked
out very well for most of the period. However, the last two months of
the period were more difficult. Technology and biotechnology stocks
corrected, while cyclicals and financial services rallied. The one
shining exception was my emphasis on energy stocks late in the period,
which did very well as expectations of rising inflation supported the
industry's performance.

Q. WHAT WERE YOUR PRINCIPAL STRATEGIES?

A. I had a heavy emphasis on technology, which accounted for 38.9% of
net assets at the end of the period. Within technology, the key areas
were wireless communications and the Internet. Wireless market
penetration and usage increased, benefiting service providers such as
Nextel and equipment companies such as Kopin. The fund held strong
positions in both companies. Demand for the Internet also grew and the
companies that I emphasized did very well, including Exodus
Communications and DoubleClick, as well as VERITAS, which produces
software for data storage systems.

Q. OUTSIDE OF TECHNOLOGY, YOUR LARGEST WEIGHTINGS WERE IN HEALTH CARE
AND ENERGY, AT 12.0% AND 11.0% OF NET ASSETS, RESPECTIVELY. WHAT WAS
YOUR STRATEGY IN THOSE INDUSTRIES?

A. In health care, I invested in biotech-nology companies, which did
well as developing drugs either approached or reached the consumer
market. Among the holdings that benefited were COR Therapeutics and
Cephalon. I also invested in companies that could take advantage of
developments in genomics, or gene-mapping. Two examples were Incyte
Pharmaceuticals and Gene Logic, both of which did very well earlier in
the period. I also was enthusiastic about the prospects for energy
stocks. Inventories were down, and the industry had not been investing
in capital equipment very much. At the same time, OPEC was showing
discipline in restraining oil production. All these factors indicated
improving prospects for energy companies. Energy stocks performed very
well late in the period, which helped offset the decline of technology
stocks in March and April. Among my energy company investments were
Apache, an exploration and production company, and BJ Services, which
provides services for exploration companies. Both contributed to
performance.

Q. WERE THERE ANY DISAPPOINTMENTS?

A. Idec Pharmaceuticals, a biotechnology company, was a
disappointment. One of its principal drugs experienced slower sales
growth than analysts had expected, and its stock price suffered. At
the end of the period, the fund no longer owned Idec. In general, the
fund's relative performance suffered late in the period when
technology and biotechnology stocks fell in price. My underweighting
in financial stocks helped performance during most of the period, but
hurt late in the period. I avoided them because I thought they were at
the top of their cycle, merger-and-acquisition activity was slowing
and interest rates were increasing. However, as investors rotated out
of technology stocks, the low valuations of financial services stocks
attracted attention. A similar story occurred in cyclical stocks.

Q. WHAT IS YOUR OUTLOOK FOR THE MID-CAP STOCK MARKET?

A. Clearly, big things are happening in technology, with the growth of
both wireless communications and Internet usage exceeding all
expectations. However, the stocks that benefited from that growth
reached extremely high valuations and suffered steep price losses in
March and April. Even after this correction, many technology stock
prices still are very high. Where do we go from here? I can see the
potential both for further corrections or for renewed strength. I
believe that if demand for wireless communications continues to exceed
expectations, there will be companies that will benefit. However,
company-specific fundamental analysis and stockpicking will become
more important. I see opportunity in the market, but I also see
downside risk because these stocks are not cheap.

(checkmark)FUND FACTS

GOAL: long-term growth of
capital by investing mainly in
equity securities of
companies with
medium-sized market
capitalizations

FUND NUMBER: 337

TRADING SYMBOL: FMCSX

START DATE: March 29, 1994

SIZE: as of April 30, 2000,
more than $4.0 billion

MANAGER: David Felman,
since 1999; manager,
Fidelity Advisor Mid-Cap
Fund, since 1999; Fidelity
Convertible Securities Fund,
1997-1999; Fidelity Select
Telecommunications Portfolio,
1994-1996; joined Fidelity
in 1993

DAVID FELMAN ON THE GROWTH
OF WIRELESS COMMUNICATIONS:

" In some parts of Europe, the
penetration of wireless
communications has reached 60%
of the population, exceeding even
the penetration of wire-based
communications. In the United
States, we still are only slightly
above 30% penetration. There is
no reason why wireless
communications will not exceed
60% penetration in the U.S.,
helping both the service-providing
companies and the equipment
manufacturers. The main
question is the pace of the growth.

"I see two reasons why wireless
growth may happen faster in the
United States than it did in Europe.
First, the second wave of growth
tends to be faster than the first
wave, and the U.S. is still in the first
wave. Secondly, the expansion of
data services over wireless phones
should accelerate growth in both
market penetration and usage. Not
only can we use wireless phones to
make telephone calls, we also can
use them to check stock prices, buy
books, check the weather report, or
get directions on where to go. The
risks are that penetration will slow
for some unknown reasons or that
the economy will slow and
consumers will begin to see wireless
phones as luxuries. If the economy
weakens, and people don't have as
much money, they may not see the
need to spend more on wireless
phones."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Nextel Communications, Inc. 3.4 2.7
Class A

Kopin Corp. 2.8 0.0

Siebel Systems, Inc. 1.8 0.8

Altera Corp. 1.8 1.1

VERITAS Software Corp. 1.6 1.5

Maxim Integrated Products, Inc. 1.6 0.3

Pegasus Communications Corp. 1.2 0.0

Micron Technology, Inc. 1.2 0.2

Sepracor, Inc. 1.1 0.6

Cephalon, Inc. 1.0 0.7

17.5 7.9

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Technology 38.9 23.0

Health 12.0 12.4

Energy 11.0 10.3

Utilities 9.0 10.8

Finance 6.5 11.6

</TABLE>

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

AS OF APRIL 30, 2000 * AS OF OCTOBER 31, 1999 **

Stocks 94.3% Stocks 93.6%

Convertible Securities 0.0% Convertible Securities 0.1%

Short-Term Investments and Short-Term Investments and
Net Other Assets 5.7% Net Other Assets 6.3%

* FOREIGN INVESTMENTS 5.0% ** FOREIGN INVESTMENTS 4.3%

Row: 1, Col: 1, Value: 94.3 Row: 1, Col: 1, Value: 93.59999999999999
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.1
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 5.7 Row: 1, Col: 8, Value: 6.3

</TABLE>

INVESTMENTS APRIL 30, 2000

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 94.3%

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - 1.6%

CHEMICALS & PLASTICS - 1.4%

Avery Dennison Corp. 219,500 $ 14,405

Dow Chemical Co. 39,600 4,475

Ivex Packaging Corp. (a) 273,900 2,465

Lyondell Chemical Co. 938,700 17,249

Sealed Air Corp. (a) 140,900 7,838

Union Carbide Corp. 139,100 8,207

54,639

PACKAGING & CONTAINERS - 0.2%

Bemis Co., Inc. 214,400 7,893

TOTAL BASIC INDUSTRIES 62,532

CONSTRUCTION & REAL ESTATE -
0.6%

ENGINEERING - 0.6%

Bouygues SA 8,300 5,311

DSP Group, Inc. (a) 44,500 3,165

Dycom Industries, Inc. (a) 89,100 4,633

Fluor Corp. 94,200 3,162

Quanta Services, Inc. (a) 142,200 6,603

22,874

DURABLES - 1.1%

AUTOS, TIRES, & ACCESSORIES -
0.4%

Barrett Resources Corp. (a) 250,800 7,963

SPX Corp. (a) 80,310 8,824

16,787

CONSUMER ELECTRONICS - 0.3%

General Motors Corp. Class H 125,400 12,078
(a)

TEXTILES & APPAREL - 0.4%

Jones Apparel Group, Inc. (a) 191,000 5,670

Liz Claiborne, Inc. 268,880 12,453

18,123

TOTAL DURABLES 46,988

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - 11.0%

ENERGY SERVICES - 6.5%

BJ Services Co. (a) 291,400 $ 20,471

Cal Dive International, Inc. 143,400 7,134
(a)

Coflexip SA sponsored ADR 83,900 4,258

Diamond Offshore Drilling, 352,400 14,206
Inc.

ENSCO International, Inc. 788,700 26,175

Global Marine, Inc. (a) 887,900 21,310

Grey Wolf, Inc. (a) 3,060,200 12,432

Halliburton Co. 285,100 12,598

Hanover Compressor Co. (a) 170,200 9,914

Helmerich & Payne, Inc. 367,700 11,514

Nabors Industries, Inc. (a) 478,500 18,871

Noble Drilling Corp. (a) 681,400 27,213

Pride International, Inc. (a) 251,800 5,697

R&B Falcon Corp. (a) 757,500 15,718

Smith International, Inc. (a) 161,600 12,282

Tidewater, Inc. 450,800 13,411

Transocean Sedco Forex, Inc. 261,700 12,300

Varco International, Inc. (a) 661,400 8,268

Weatherford International, 264,200 10,733
Inc.

264,505

OIL & GAS - 4.5%

Anadarko Petroleum Corp. 238,600 10,364

Apache Corp. 515,800 24,984

Burlington Resources, Inc. 339,700 13,354

Cooper Cameron Corp. (a) 256,500 19,238

Devon Energy Corp. 206,400 9,946

EOG Resources, Inc. 196,600 4,890

Grant Prideco, Inc. (a) 264,200 5,086

Kerr-McGee Corp. 123,952 6,415

Murphy Oil Corp. 40,900 2,413

Noble Affiliates, Inc. 208,400 7,515

Nuevo Energy Co. (a) 156,450 2,738

Ocean Energy, Inc. (a) 749,700 9,699

Santa Fe Snyder Corp. (a) 2,078,700 19,098

Tosco Corp. 337,619 10,825

USX - Marathon Group 132,600 3,091

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Vastar Resources, Inc. 319,100 $ 25,727

Veritas DGC, Inc. (a) 348,900 8,374

183,757

TOTAL ENERGY 448,262

FINANCE - 6.5%

BANKS - 0.9%

Bank of New York Co., Inc. 220,300 9,046

Bank One Corp. 917,600 27,987

37,033

CREDIT & OTHER FINANCE - 0.5%

Concord EFS, Inc. (a) 266,900 5,972

Household International, Inc. 362,800 15,147

21,119

FEDERAL SPONSORED CREDIT - 0.9%

Freddie Mac 782,400 35,942

INSURANCE - 3.5%

Ace Ltd. 357,000 8,546

AFLAC, Inc. 128,700 6,282

Allmerica Financial Corp. 195,400 10,576

AMBAC Financial Group, Inc. 354,400 17,011

American General Corp. 73,600 4,122

CIGNA Corp. 371,650 29,639

Hartford Financial Services 90,200 4,707
Group, Inc.

Hartford Life, Inc. Class A 90,600 4,462

MBIA, Inc. 85,900 4,247

MetLife, Inc. 1,052,200 17,427

Protective Life Corp. 351,200 8,363

Reliastar Financial Corp. 339,259 14,609

The Chubb Corp. 74,600 4,746

Xl Capital Ltd. 160,600 7,649

142,386

SAVINGS & LOANS - 0.2%

Golden West Financial Corp. 189,900 6,480

SECURITIES INDUSTRY - 0.5%

Dain Rauscher Corp. 64,300 3,983

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

SECURITIES INDUSTRY - CONTINUED

E*Trade Group, Inc. (a) 434,600 $ 9,344

TD Waterhouse Group, Inc. 387,400 7,772

21,099

TOTAL FINANCE 264,059

HEALTH - 12.0%

DRUGS & PHARMACEUTICALS - 10.6%

Abgenix, Inc. (a) 93,500 8,374

Alkermes, Inc. (a) 19,500 1,038

Allergan, Inc. 110,200 6,488

Aviron (a) 510,650 12,288

Bristol-Myers Squibb Co. 343,500 18,012

Celgene Corp. (a) 440,190 20,716

Cephalon, Inc. (a) 693,100 38,987

Chiron Corp. (a) 283,200 12,815

COR Therapeutics, Inc. (a) 458,200 34,909

CV Therapeutics, Inc. (a) 217,700 8,681

Eli Lilly & Co. 213,087 16,474

Forest Laboratories, Inc. (a) 171,700 14,434

Gene Logic, Inc. (a) 392,200 10,540

Genentech, Inc. 81,100 9,489

Gilead Sciences, Inc. (a) 101,140 5,481

Human Genome Sciences, Inc. 9,700 743
(a)

Imclone Systems, Inc. (a) 198,300 18,045

Immunex Corp. (a) 133,500 5,257

Incyte Pharmaceuticals, Inc. 42,600 3,280
(a)

Medimmune, Inc. (a) 63,360 10,134

Millennium Pharmaceuticals, 198,452 15,752
Inc. (a)

Mylan Laboratories, Inc. 306,300 8,691

Myriad Genetics, Inc. (a) 5,500 354

PE Corp. - Celera Genomics 289,400 23,876
Group (a)

Protein Design Labs, Inc. (a) 190,100 19,295

QLT PhotoTherapeutics, Inc. 519,800 28,854
(a)

Schering-Plough Corp. 139,700 5,632

Sepracor, Inc. (a) 464,500 42,734

SuperGen, Inc. (a) 439,000 14,542

Titan Pharmaceuticals, Inc. 152,600 4,883
(a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

United Therapeutics Corp. 153,700 $ 8,684

Watson Pharmaceuticals, Inc. 38,200 1,717
(a)

431,199

MEDICAL EQUIPMENT & SUPPLIES
- 0.6%

Millipore Corp. 67,400 4,832

MiniMed, Inc. (a) 40,000 4,918

Novoste Corp. (a) 140,700 5,769

Sybron International, Inc. (a) 221,550 6,896

22,415

MEDICAL FACILITIES MANAGEMENT
- 0.8%

HEALTHSOUTH Corp. (a) 771,700 6,222

Quest Diagnostics, Inc. (a) 384,300 22,361

Wellpoint Health Networks, 68,900 5,081
Inc. (a)

33,664

TOTAL HEALTH 487,278

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.7%

ELECTRICAL EQUIPMENT - 1.8%

Adaptive Broadband Corp. (a) 352,552 11,458

American Power Conversion 113,100 3,994
Corp. (a)

ANTEC Corp. (a) 73,800 3,967

California Amplifier, Inc. (a) 25,100 678

Emerson Electric Co. 76,300 4,187

General Electric Co. 25,900 4,073

Harris Corp. 90,500 2,924

Pace Micro Technology PLC 1,277,600 14,886

Powerwave Technologies, Inc. 44,600 9,280
(a)

Scientific-Atlanta, Inc. 88,400 5,752

Vyyo, Inc. 599,700 12,669

73,868

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.9%

Asyst Technologies, Inc. (a) 382,900 20,485

Ingersoll-Rand Co. 155,700 7,308

Varian Semiconductor 134,900 9,072
Equipment Associates, Inc.
(a)

36,865

TOTAL INDUSTRIAL MACHINERY & 110,733
EQUIPMENT

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - 3.9%

BROADCASTING - 3.5%

AT&T Corp. - Liberty Media 177,304 $ 8,854
Group Class A (a)

EchoStar Communications Corp. 431,500 27,481
Class A (a)

Emmis Communications Corp. 186,200 7,914
Class A (a)

Pegasus Communications Corp. 452,700 49,401
(a)

Radio One, Inc. 116,600 6,763

UnitedGlobalCom, Inc. (a) 81,600 4,335

Univision Communications, 183,400 20,036
Inc. Class A (a)

Westwood One, Inc. (a) 451,400 15,968

Wireless Facilities, Inc. 41,000 2,373

143,125

ENTERTAINMENT - 0.2%

Walt Disney Co. 222,700 9,646

PUBLISHING - 0.1%

Reader's Digest Association, 154,600 4,947
Inc. Class A (non-vtg.)

RESTAURANTS - 0.1%

Jack in the Box, Inc. (a) 70,000 1,715

TOTAL MEDIA & LEISURE 159,433

NONDURABLES - 1.4%

AGRICULTURE - 0.1%

Nutreco Holding NV 112,810 4,396

BEVERAGES - 0.3%

Seagram Co. Ltd. 222,800 11,713

FOODS - 0.5%

Keebler Foods Co. 328,100 10,315

Nabisco Group Holdings Corp. 800,000 10,300

20,615

HOUSEHOLD PRODUCTS - 0.5%

Avon Products, Inc. 503,400 20,891

TOTAL NONDURABLES 57,615

PRECIOUS METALS - 0.4%

Agnico-Eagle Mines Ltd. 255,400 1,363

Newmont Mining Corp. 35,700 837

Stillwater Mining Co. (a) 539,298 15,100

17,300

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - 1.2%

APPAREL STORES - 0.3%

Abercrombie & Fitch Co. Class 246,000 $ 2,706
A (a)

AnnTaylor Stores Corp. (a) 404,800 8,374

11,080

GENERAL MERCHANDISE STORES -
0.5%

Consolidated Stores Corp. (a) 72,900 907

Costco Wholesale Corp. (a) 264,900 14,321

Dollar Tree Stores, Inc. (a) 78,400 4,537

19,765

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.4%

Best Buy Co., Inc. (a) 59,100 4,772

Circuit City Stores, Inc. - 87,900 5,170
Circuit City Group

Office Depot, Inc. (a) 211,600 2,235

Tiffany & Co., Inc. 42,400 3,082

Ventro Corp. 128,200 3,526

18,785

TOTAL RETAIL & WHOLESALE 49,630

SERVICES - 2.5%

ADVERTISING - 1.0%

Cybergold, Inc. 40,400 333

DoubleClick, Inc. (a) 481,600 36,541

TMP Worldwide, Inc. (a) 60,700 3,968

40,842

PRINTING - 0.0%

Valassis Communications, Inc. 35,400 1,206
(a)

SERVICES - 1.5%

ACNielsen Corp. (a) 544,500 12,558

CheckFree Holdings Corp. (a) 108,800 5,528

Cintas Corp. 274,900 10,893

Ecolab, Inc. 414,400 16,188

Opus360 Corp. 1,975 17

Per-Se Technologies, Inc. (a) 7,995 54

Per-Se Technologies, Inc. 10,733 0
warrants 7/8/03 (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - CONTINUED

Robert Half International, 156,200 $ 9,548
Inc. (a)

True North Communications 122,000 5,025

59,811

TOTAL SERVICES 101,859

TECHNOLOGY - 38.9%

COMMUNICATIONS EQUIPMENT - 2.5%

Advanced Fibre 46,200 2,111
Communications, Inc. (a)

Andrew Corp. (a) 228,200 6,718

Ciena Corp. (a) 114,700 14,180

Com21, Inc. (a) 66,600 1,865

Comverse Technology, Inc. (a) 213,174 19,012

Corning, Inc. 25,600 5,056

Ditech Communications Corp. 24,600 2,109

InterVoice, Inc. (a) 101,900 1,624

Jabil Circuit, Inc. (a) 427,600 17,505

Metricom, Inc. (a) 135,500 3,802

Natural MicroSystems Corp. (a) 300,900 19,596

Nokia AB sponsored ADR 40,000 2,275

Tekelec (a) 120,600 4,221

Terayon Communication 11,500 1,070
Systems, Inc. (a)

Turnstone Systems, Inc. 9,600 1,056

102,200

COMPUTER SERVICES & SOFTWARE
- 11.6%

24/7 Media, Inc. (a) 133,200 2,614

Adobe Systems, Inc. 314,000 37,974

Affiliated Computer Services, 95,800 3,173
Inc. Class A (a)

Affymetrix, Inc. (a) 51,800 6,996

Amdocs Ltd. (a) 254,400 17,220

Ariba, Inc. 97,200 7,211

Art Technology Group, Inc. 242,600 14,738

Autodesk, Inc. 249,100 9,559

Be Free, Inc. 241,800 3,023

BEA Systems, Inc. (a) 500,600 24,154

BroadVision, Inc. (a) 81,200 3,568

Business Objects SA sponsored 22,500 2,202
ADR (a)

CACI International, Inc. 215,300 5,046
Class A (a)

Cadence Design Systems, Inc. 194,800 3,275
(a)

Cambridge Technology 287,600 3,164
Partners, Inc. (a)

Citrix Systems, Inc. (a) 233,500 14,258

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- CONTINUED

Clarent Corp. 47,700 $ 3,244

CNET Networks, Inc. (a) 137,600 4,756

Digital Insight Corp. 23,400 916

Electronic Arts, Inc. (a) 46,100 2,789

Exchange Applications, Inc. 375,960 4,582
(a)

Exodus Communications, Inc. 122,300 10,816
(a)

Foundry Networks, Inc. 48,700 4,432

Hyperion Solutions Corp. (a) 135,900 4,122

Inet Technologies, Inc. 87,700 3,782

Integral Systems, Inc. (a) 135,700 2,646

Interact Commerce Corp. 159,700 2,336

Internap Network Services 50,300 1,937
Corp.

Intuit, Inc. (a) 126,120 4,532

Keynote Systems, Inc. 118,800 5,331

Lycos, Inc. (a) 128,000 5,952

Macromedia, Inc. (a) 13,600 1,183

Mercury Interactive Corp. (a) 168,400 15,156

Metasolv Software, Inc. 57,800 1,972

Micromuse, Inc. (a) 43,000 4,219

Network Solutions, Inc. Class 66,000 9,768
A (a)

New Era of Networks, Inc. (a) 35,600 1,117

Pharmacopeia, Inc. (a) 40,100 1,649

Phone.com, Inc. 26,400 2,218

Polycom, Inc. (a) 69,300 5,483

Priceline.com, Inc. 54,400 3,441

Puma Technology, Inc. (a) 63,600 1,948

Rational Software Corp. (a) 229,800 19,562

Redback Networks, Inc. 90,200 7,160

Siebel Systems, Inc. (a) 593,180 72,887

Software.com, Inc. 33,800 2,734

Tumbleweed Communications 51,900 1,583
Corp.

VeriSign, Inc. (a) 98,400 13,715

VERITAS Software Corp. (a) 609,425 65,370

Vignette Corp. (a) 411,100 19,810

webMethods, Inc. 600 54

471,377

COMPUTERS & OFFICE EQUIPMENT
- 3.7%

Advanced Digital Information 144,000 3,537
Corp. (a)

Apple Computer, Inc. (a) 50,300 6,240

Brocade Communications 102,300 12,685
Systems, Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- CONTINUED

CDW Computer Centers, Inc. (a) 124,600 $ 12,958

Comdisco, Inc. 87,600 2,721

Copper Mountain Networks, 103,900 8,663
Inc.

Finisar Corp. 65,100 2,429

Fujitsu Support & Service, 8,300 1,228
Inc. (FSAS)

Juniper Networks, Inc. 117,240 24,935

Lexmark International Group, 75,000 8,850
Inc. Class A (a)

MRV Communications, Inc. (a) 46,700 3,219

Network Appliance, Inc. (a) 269,300 19,911

SanDisk Corp. (a) 25,800 2,364

ScanSource, Inc. (a) 110,200 3,802

SCI Systems, Inc. (a) 260,500 13,872

SCM Microsystems, Inc. (a) 55,300 4,376

Symbol Technologies, Inc. 321,500 17,924

149,714

ELECTRONIC INSTRUMENTS - 4.9%

Aclara Biosciences, Inc. 94,700 3,610

Agilent Technologies, Inc. 160,400 14,215

Aurora Biosciences Corp. (a) 297,100 10,770

Credence Systems Corp. (a) 82,100 11,720

FEI Co. (a) 333,600 7,548

KLA-Tencor Corp. (a) 190,400 14,256

Kulicke & Soffa Industries, 173,900 13,619
Inc. (a)

NetOptix Corp. (a) 66,200 11,676

Novellus Systems, Inc. 295,900 19,733

PE Corp. - Biosystems Group 217,900 13,074

PerkinElmer, Inc. 531,500 29,100

Photon Dynamics, Inc. (a) 117,500 8,695

Tektronix, Inc. 279,100 16,153

Thermo Electron Corp. (a) 218,000 4,224

Waters Corp. (a) 208,900 19,793

198,186

ELECTRONICS - 16.1%

Altera Corp. (a) 707,000 72,291

Analog Devices, Inc. (a) 228,600 17,559

Arrow Electronics, Inc. (a) 146,100 6,401

Atmel Corp. (a) 452,700 22,154

Broadcom Corp. Class A (a) 19,400 3,344

Burr-Brown Corp. (a) 73,800 5,028

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Celestica, Inc. (sub. vtg.) 118,600 $ 6,399
(a)

Chartered Semiconduct 59,500 5,199
Manufacturing Ltd. ADR

Cree Research, Inc. (a) 52,300 7,610

Cypress Semiconductor Corp. 449,200 23,330
(a)

E Tek Dynamics, Inc. (a) 33,600 6,880

Epcos AG sponsored ADR (a) 19,600 2,750

Flextronics International 191,200 13,432
Ltd. (a)

Hadco Corp. (a) 76,600 6,305

Infineon Technologies AG 112,500 7,793

KEMET Corp. (a) 224,700 16,740

Kopin Corp. (a) 1,485,100 115,002

Lattice Semiconductor Corp. 206,700 13,926
(a)

LSI Logic Corp. (a) 112,800 7,050

Maxim Integrated Products, 981,900 63,639
Inc. (a)

Methode Electronics, Inc. 124,700 5,196
Class A

Microchip Technology, Inc. (a) 252,200 15,652

Micron Technology, Inc. (a) 354,000 49,295

National Semiconductor Corp. 368,100 22,362
(a)

Photronics, Inc. (a) 212,800 7,089

PMC-Sierra, Inc. (a) 90,900 17,441

QLogic Corp. (a) 275,000 27,586

RF Micro Devices, Inc. (a) 35,500 3,694

SDL, Inc. (a) 25,200 4,914

Three-Five Systems, Inc. (a) 130,166 11,324

Transwitch Corp. (a) 40,700 3,584

Tyco International Ltd. 167,300 7,685

Vishay Intertechnology, Inc. 170,500 14,301
(a)

Vitesse Semiconductor Corp. 445,200 30,301
(a)

Xilinx, Inc. (a) 194,000 14,211

657,467

PHOTOGRAPHIC EQUIPMENT - 0.1%

In Focus Systems, Inc. (a) 178,400 5,341

TOTAL TECHNOLOGY 1,584,285

TRANSPORTATION - 1.5%

AIR TRANSPORTATION - 0.6%

Continental Airlines, Inc. 188,400 7,536
Class B (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TRANSPORTATION - CONTINUED

AIR TRANSPORTATION - CONTINUED

SkyWest, Inc. 92,500 $ 3,897

Southwest Airlines Co. 610,100 13,232

24,665

RAILROADS - 0.0%

Westinghouse Air Brake Co. 39,204 443

SHIPPING - 0.5%

Teekay Shipping Corp. 672,600 22,070

TRUCKING & FREIGHT - 0.4%

Forward Air Corp. (a) 172,200 5,919

Landstar System, Inc. (a) 144,800 8,290

14,209

TOTAL TRANSPORTATION 61,387

UTILITIES - 9.0%

CELLULAR - 4.5%

China Telecom (Hong Kong) 21,000 3,080
Ltd. sponsored ADR (a)

Clearnet Communications, Inc. 226,800 9,573
Class A (non-vtg.) (a)

Microcell Telecommunications, 304,200 10,580
Inc. Class B (a)

Millicom International 33,600 1,798
Cellular SA (a)

Nextel Communications, Inc. 1,248,500 136,624
Class A (a)

Nextel Partners, Inc. 120,600 2,646

SBA Communications Corp. 141,700 5,757

Sprint Corp. - PCS Group 105,740 5,816
Series 1 (a)

Telephone & Data Systems, 38,161 3,892
Inc.

VoiceStream Wireless Corp. (a) 40,600 4,019

183,785

ELECTRIC UTILITY - 2.3%

AES Corp. (a) 222,600 20,020

Calpine Corp. (a) 385,500 35,273

Constellation Energy Corp. 131,500 4,348

IPALCO Enterprises, Inc. 241,800 4,942

Montana Power Co. 188,300 8,297

NiSource, Inc. 615,100 11,379

Northern States Power Co. 208,000 4,537

PECO Energy Co. 100,900 4,206

93,002

GAS - 1.7%

Columbia Energy Group 9,000 565

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

GAS - CONTINUED

Dynegy, Inc. Class A 485,383 $ 31,762

Enron Corp. 242,000 16,864

Kinder Morgan, Inc. 666,900 20,215

69,406

TELEPHONE SERVICES - 0.5%

Allegiance Telecom, Inc. (a) 35,400 2,505

CenturyTel, Inc. 136,100 3,334

Intermedia Communications, 95,400 3,888
Inc. (a)

ITXC Corp. 152,800 4,097

Metromedia Fiber Network, 181,600 5,607
Inc. Class A (a)

RSL Communications Ltd./RSL 38,400 535
Communications PLC Class A
(a)

TeraBeam Networks (c) 3,200 48

20,014

TOTAL UTILITIES 366,207

TOTAL COMMON STOCKS 3,840,442
(Cost $3,197,429)

CASH EQUIVALENTS - 6.9%

Central Cash Collateral Fund, 53,518,883 53,519
5.94% (b)

Taxable Central Cash Fund, 225,274,234 225,274
5.77% (b)

TOTAL CASH EQUIVALENTS 278,793
(Cost $278,793)

TOTAL INVESTMENT PORTFOLIO - 4,119,235
101.2%
(Cost $3,476,222)

NET OTHER ASSETS - (1.2)% (48,187)

NET ASSETS - 100% $ 4,071,048

</TABLE>

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

Additional information on each holding is as follows:

SECURITY ACQUISITION DATE ACQUISITION COST (000S)

TeraBeam Networks 4/7/00 $ 48

INCOME TAX INFORMATION

At April 30, 2000, the aggregate cost of investment securities for
income tax purposes was $3,539,895,000. Net unrealized appreciation
aggregated $579,340,000, of which $893,923,000 related to appreciated
investment securities and $314,583,000 related to depreciated
investment securities.

The fund hereby designates approxi-
mately $154,439,000 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 AMOUNTS) APRIL 30, 2000

ASSETS

Investment in securities, at $ 4,119,235
value (cost $3,476,222) -
See accompanying schedule

Cash 59

Foreign currency held at 3,873
value (cost $3,922)

Receivable for investments 45,568
sold

Receivable for fund shares 17,578
sold

Dividends receivable 636

Interest receivable 1,072

Other receivables 532

TOTAL ASSETS 4,188,553

LIABILITIES

Payable for investments $ 52,231
purchased

Payable for fund shares 8,726
redeemed

Accrued management fee 2,188

Other payables and accrued 841
expenses

Collateral on securities 53,519
loaned, at value

TOTAL LIABILITIES 117,505

NET ASSETS $ 4,071,048

Net Assets consist of:

Paid in capital $ 3,139,785

Accumulated undistributed net 288,212
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 643,051
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 162,008 $ 4,071,048
shares outstanding

NET ASSET VALUE, offering $25.13
price and redemption price
per share ($4,071,048
(divided by) 162,008 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED APRIL 30, 2000

INVESTMENT INCOME $ 8,473
Dividends

Interest 6,491

Security lending 392

TOTAL INCOME 15,356

EXPENSES

Management fee Basic fee $ 13,508

Performance adjustment 812

Transfer agent fees 4,829

Accounting and security 579
lending fees

Non-interested trustees' 7
compensation

Custodian fees and expenses 90

Registration fees 716

Audit 38

Legal 38

Reports to shareholders 168

Miscellaneous 4

Total expenses before 20,789
reductions

Expense reductions (785) 20,004

NET INVESTMENT INCOME (LOSS) (4,648)

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

Investment securities 422,049

Foreign currency transactions (6)

Futures contracts 36 422,079

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 332,665

Assets and liabilities in 38 332,703
foreign currencies

NET GAIN (LOSS) 754,782

NET INCREASE (DECREASE) IN $ 750,134
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS YEAR ENDED APRIL 30, 2000 YEAR ENDED APRIL 30, 1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ (4,648) $ 1,421
income (loss)

Net realized gain (loss) 422,079 145,394

Change in net unrealized 332,703 (13,694)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 750,134 133,121
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (886) -
From net investment income

From net realized gain (238,596) (126,952)

TOTAL DISTRIBUTIONS (239,482) (126,952)

Share transactions Net 3,197,174 1,068,343
proceeds from sales of shares

Reinvestment of distributions 229,000 124,117

Cost of shares redeemed (1,574,354) (1,387,604)

NET INCREASE (DECREASE) IN 1,851,820 (195,144)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 2,362,472 (188,975)
IN NET ASSETS

NET ASSETS

Beginning of period 1,708,576 1,897,551

End of period (including $ 4,071,048 $ 1,708,576
undistributed net investment
income of $0 and $1,420,
respectively)

OTHER INFORMATION
Shares

Sold 130,995 62,872

Issued in reinvestment of 12,171 7,250
distributions

Redeemed (70,072) (82,152)

Net increase (decrease) 73,094 (12,030)

</TABLE>

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

YEARS ENDED APRIL 30, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

Net asset value, beginning $ 19.22 $ 18.80 $ 14.30 $ 14.83 $ 12.01
of period

Income from Investment
Operations

Net investment income (loss) (.04) B .01 B (.02) B .03 B .11 C

Net realized and unrealized 8.55 1.69 6.30 .73 3.49
gain (loss)

Total from investment 8.51 1.70 6.28 .76 3.60
operations

Less Distributions

From net investment income (.01) - (.01) (.03) (.06)

From net realized gain (2.59) (1.28) (1.77) (1.26) (.72)

Total distributions (2.60) (1.28) (1.78) (1.29) (.78)

Net asset value, end of period $ 25.13 $ 19.22 $ 18.80 $ 14.30 $ 14.83

TOTAL RETURN A 49.47% 9.92% 46.55% 5.03% 30.84%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 4,071 $ 1,709 $ 1,898 $ 1,101 $ 1,461
(in millions)

Ratio of expenses to average .89% .77% .90% 1.00% 1.02%
net assets

Ratio of expenses to average .86% D .74% D .86% D .96% D 1.00% D
net assets after expense
reductions

Ratio of net investment (.20)% .08% (.10)% .17% 1.01%
income (loss) to average net
assets

Portfolio turnover rate 205% 121% 132% 155% 179%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
C INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.04 PER SHARE.
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.

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 2000

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity Mid-Cap Stock Fund (the fund) is a fund of Fidelity
Commonwealth Trust (the trust) (formerly a fund of Fidelity Devonshire
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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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.

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, non-taxable dividends and losses deferred due
to wash sales. The fund also utilized earnings and profits distributed
to shareholders on redemption of shares as a part of the dividends
paid deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
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.

REPURCHASE AGREEMENTS. The underlying U.S. Treasury, Federal Agency,
or other obligations found to be satisfactory by FMR are transferred
to an account of the fund, or to the Joint Trading Account,

2. OPERATING POLICIES - CONTINUED

REPURCHASE AGREEMENTS - CONTINUED

at a bank custodian. The securities are marked-to-market daily and
maintained at a value at least equal to the principal amount of the
repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of
the underlying securities remains in accordance with the market value
requirements stated above.

FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market. 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, restricted securities (excluding 144A
issues) amounted to $48,000 or 0% of net assets.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $6,108,427,000 and $4,648,522,000, respectively.

The market value of futures contracts opened and closed during the
period amounted to $7,368,000 and $7,404,000, 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

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

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 .2167% 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 .61% of average net
assets after the performance adjustment.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount 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. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $53,507,000. The fund received cash collateral of
$53,519,000 which was invested in cash equivalents.

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 $727,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $6,000 and $52,000, respectively, under these arrangements.

INDEPENDENT AUDITORS' REPORT

To the Trustees of Fidelity Commonwealth Trust and Shareholders of
Fidelity Mid-Cap Stock Fund:

We have audited the accompanying statement of assets and liabilities
of Fidelity Mid-Cap Stock Fund, (the Fund), a series of Fidelity
Commonwealth Trust (the Trust), including the portfolio of
investments, as of April 30, 2000, 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, 1999, and the financial highlights for
each of the four years in the period then ended were audited by other
auditors whose report, dated June 8, 1999, expressed an unqualified
opinion on those statements and financial highlights.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
securities owned as of April 30, 2000, 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, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Mid-Cap Stock Fund as of April 30,
2000, the results of its operations, the changes in its net assets,
and the financial highlights for the year then ended, in conformity
with accounting principles generally accepted in the United States of
America .

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 2, 2000

DISTRIBUTIONS

The Board of Trustees of Fidelity Mid-Cap Stock Fund voted to pay on
June 5, 2000, to shareholders of record at the opening of business on
June 2, 2000, a distribution of $1.75 per share derived from capital
gains realized from sales of portfolio securities.

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

A total of 8% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund will notify shareholders in January 2001 of amounts for use
in preparing 2000 income tax returns.

PROXY VOTING RESULTS

A special meeting of the fund's shareholders was held on September 15,
1999, and re-convened on January 19, 2000. The results of votes taken
among shareholders on the proposal before them are reported below.
Each vote reported represents one dollar of net asset value held on
the record date for the meeting.

PROPOSAL 1

To ratify the selection of Deloitte & Touche LLP as independent
accountants of the fund.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 893,313,932.05 95.015

Against 12,884,925.59 1.370

Abstain 33,985,574.17 3.615

TOTAL 940,184,431.81 100.000

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))

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 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 75039-5587

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 75039-5587

GENERAL CORRESPONDENCE

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

TO VISIT FIDELITY

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

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

8 Montgomery Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

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

Three Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

801 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 Old N. 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

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 72nd Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

RHODE ISLAND

47 Providence Place
Providence, RI

TENNESSEE

6150 Poplar Avenue
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

1861 International Drive
McLean, VA

WASHINGTON

411 108th Avenue, N.E.
Bellevue, WA

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(Far East) Inc.
Fidelity Management & Research
(U.K.) Inc.
Fidelity Investments Japan Ltd.

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
David Felman, Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Matthew N. Karstetter, Deputy Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Michael Cook
Abigail P. Johnson

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

MCS-ANN-0600 104094
1.703594.102

CUSTODIAN
Chase Manhattan Bank, N.A.
New York, NY

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

FIDELITY(REGISTERED TRADEMARK)
SMALL CAP STOCK
FUND

ANNUAL REPORT
APRIL 30, 2000

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

NOTES 25 Notes to the financial
statements.

INDEPENDENT AUDITORS' REPORT 30 The auditors' opinion.

DISTRIBUTIONS 31

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, 2000 PAST 1 YEAR LIFE OF FUND

FIDELITY SMALL CAP STOCK 45.24% 37.73%

FIDELITY SMALL CAP STOCK 42.34% 34.97%
(INCL. 2.00% TRADING FEE)

Russell 2000 (registered 18.42% 11.10%
trademark)

Small Cap Funds Average 36.64% 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 794 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges. Lipper has
created new comparison categories that group funds according to
portfolio characteristics and capitalization, as well as by
capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 2000 PAST 1 YEAR LIFE OF FUND

FIDELITY SMALL CAP STOCK 45.24% 16.16%

FIDELITY SMALL CAP STOCK 42.34% 15.07%
(INCL. 2.00% TRADING FEE)

Russell 2000 18.42% 5.05%

Small Cap Funds Average 36.64% n/a

$10,000 OVER LIFE OF FUND
Small Cap Stock Russell 2000
00340 RS002
1998/03/12 9800.00 10000.00
1998/03/31 10407.60 10282.00
1998/04/30 10339.00 10338.90
1998/05/31 9829.00 9782.07
1998/06/30 9770.60 9802.65
1998/07/31 8986.60 9009.09
1998/08/31 6899.20 7259.71
1998/09/30 7183.40 7827.84
1998/10/31 7575.40 8147.08
1998/11/30 8173.20 8573.93
1998/12/31 8752.63 9104.50
1999/01/31 9008.05 9225.49
1999/02/28 8369.52 8478.27
1999/03/31 8605.29 8610.63
1999/04/30 9292.93 9382.21
1999/05/31 9754.63 9519.26
1999/06/30 10186.86 9949.71
1999/07/31 10422.61 9676.70
1999/08/31 10314.56 9318.58
1999/09/30 10422.61 9320.61
1999/10/31 10206.50 9358.36
1999/11/30 11070.96 9917.14
1999/12/31 12485.52 11039.76
2000/01/31 12495.35 10862.48
2000/02/29 14538.61 12656.26
2000/03/31 14057.27 11821.83
2000/04/28 13497.33 11110.45
IMATRL PRASUN SHR__CHT 20000430 20000522 122110 R00000000000029

$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 2.00% trading fee was paid. As the chart
shows, by April 30, 2000, the value of the investment would have grown
to $13,497 - a 34.97% 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 to $11,110 - an 11.10% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER SMALL-CAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER SMALL-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF APRIL 30, 2000, THE ONE YEAR
CUMULATIVE TOTAL RETURN FOR THE SMALL-CAP CORE FUNDS AVERAGE WAS
34.59%. THE ONE YEAR AVERAGE ANNUAL TOTAL RETURN WAS 34.59%. THE ONE
YEAR CUMULATIVE TOTAL RETURN FOR THE SMALL-CAP SUPERGROUP AVERAGE WAS
34.42%. THE ONE YEAR AVERAGE ANNUAL TOTAL RETURN WAS 34.42%.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(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. The fund had a very good year. For the 12 months that ended April
30, 2000, the fund returned 45.24%. That compared favorably with the
Russell 2000 Index's return of 18.42% and the small cap funds average,
which returned 36.64%, according to Lipper Inc.

Q. WHAT WAS BEHIND THE FUND'S STRONG PERFORMANCE?

A. Superior stock selection made the difference. My approach to fund
management is simple: research as many small-cap stocks as possible to
find overlooked and/or undervalued companies that show the most
promise. Since the universe of small-cap stocks numbers several
thousand, my success depends to a great extent on Fidelity's excellent
research team, which helps me identify candidates for the fund's
portfolio. During the past year, I found great companies in
biotechnology, communications and technology, and I carefully selected
only those with good, sustainable business models. I also found good
companies in foreign markets, particularly Canada, and in many
industries less popular with investors.

Q. WHAT ARE SOME EXAMPLES OF THE STOCKS THAT DID WELL?

A. The fund's genomics stocks performed well through most of the year.
The promise behind genomics is a revolutionary way to develop new,
better and patient-specific drugs in a more timely and efficient
manner. Major biotechnology and pharmaceutical companies have
committed substantial capital to the future of this business. Fund
holdings Celera, Affymetrix and Abgenix all benefited from heightened
investor interest. Myriad Genetics, a company with multiple business
lines, also performed well. Looking at two of its key subsidiaries,
Myriad Pharmaceuticals is developing new drugs, while Myriad
Diagnostics already has two products out that test for one's
predisposition for breast and ovarian cancer and for hypertension.

Q. WHAT OTHER STOCKS HELPED THE FUND'S PERFORMANCE?

A. Pinnacle Systems, the leader in video-editing boards and systems,
is a high-tech company with a terrific brand name and a high growth
rate that's accelerating. Its stock was relatively cheap compared with
other high-tech companies. Prosofttraining.com is a small company with
an aggressive business plan that has been playing out very well. This
provider of Internet training wholesales its program to such large
corporate clients as IBM, Intel and Hewlett-Packard. Prosoft also
created a certification that is fast becoming the industry standard.

Q. WHAT STOCKS DETRACTED FROM THE FUND'S RETURN?

A. Coinstar was a disappointment. This coin machine collection company
attempted to start up an Internet division, a very expensive venture.
Coin shortages in certain parts of the country also hurt its business.
ITT Education shifted from solely providing training programs in such
mature technology areas as computer-aided design and engineering to a
very good information technology training program. However, an
increasing number of students did not complete their programs,
dropping out early due to strong employment opportunities. I sold the
stock from the portfolio before the end of the period. Boardwalk
Equities, a Canadian real estate company with holdings throughout
western Canada, suffered from investor indifference. Boardwalk now
offers innovative, high-speed wireless Internet access to its tenants
and is developing the potential to boost revenues.

Q. PAUL, WHAT'S YOUR OUTLOOK?

A. As usual, I'm cautiously optimistic. I can't predict what is going
to happen in the small-cap market, and I spend very little time trying
to do so. I focus instead on picking good stocks, company by company.
The fund is slightly more diversified and defensive than it's been in
the past, but that's simply a result of where I'm finding what I
believe are the best long-term investment opportunities. The fund also
currently holds more industry leaders than one would generally expect
in a small-cap fund. In the short term, psychology determines stock
prices. In the long term, it is the earnings potential and cash flow
potential that determine a stock's value. I'll stick with my stock
picks if I believe that the business makes economic sense, and I'm
willing to ride out the short-term ups and downs that are sure to
occur.

(checkmark)FUND FACTS

GOAL: long-term growth of
capital by investing mainly in
equity securities of
companies with small market
capitalizations

FUND NUMBER: 340

TRADING SYMBOL: FSLCX

START DATE: March 12, 1998

SIZE: as of April 30, 2000,
more than $967 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 THE FUND'S
FOREIGN INVESTMENTS:

"The fund typically has held a
significant portion of foreign
stocks. I find that, in general,
foreign markets are still more
inefficient, stocks are not followed
as closely and this leads to some
terrific investment opportunities.
I tend to stay away from emerging
markets, which can fall prey to
political instability, and instead
invest in more politically stable,
developed markets. I've found
good stocks in Canada, which
continues to be the fund's primary
foreign focus, as well as Japan and
Europe. Canada usually follows the
U.S. stock market patterns, but
many Canadian equities are
currently trading at a significant
discount to comparable companies
in the U.S. for reasons that I do not
believe will continue in the
long-term. Companies have benefited
from the government's effort to
deregulate certain industries and to
spur economic growth through public
investment and reduced taxation.
The fund currently holds about 20%
in foreign stocks, with about 11% in
Canada. Fidelity's excellent team of
international analysts, here in the
U.S. as well as in London and Asia,
helps me find the undiscovered gems
that could be the next industry
leaders."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

CEC Entertainment, Inc. 3.5 2.1

IMAX Corp. 3.4 3.0

Prosoft Training.com 3.1 0.8

Pinnacle Systems 3.1 1.5

Myriad Genetics, Inc. 2.8 0.6

Source Information Management 2.5 3.3
Co.

Avis Group Holdings, Inc. 2.2 0.0

Papa John's International, Inc. 2.0 0.1

Boardwalk Equities, Inc. 2.0 1.7

MapInfo Corp. 1.9 0.3

26.5 13.4

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Services 15.8 15.1

Media & Leisure 14.6 14.0

Health 11.0 9.6

Technology 10.4 16.0

Retail & Wholesale 10.3 7.3

</TABLE>

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

AS OF APRIL 30, 2000 * AS OF OCTOBER 31, 1999 **

Stocks 94.6% Stocks 89.0%

Convertible Securities 0.4% Convertible Securities 1.0%

Short-Term Investments and Short-Term Investments and
Net Other Assets 5.0% Net Other Assets 10.0%

* FOREIGN INVESTMENTS 19.9% ** FOREIGN INVESTMENTS 20.0%

Row: 1, Col: 1, Value: 94.59999999999999 Row: 1, Col: 1, Value: 89.0
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.4 Row: 1, Col: 4, Value: 1.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 5.0 Row: 1, Col: 8, Value: 10.0

</TABLE>

INVESTMENTS APRIL 30, 2000

Showing Percentage of Net Assets

COMMON STOCKS - 94.6%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 2.7%

AEROSPACE & DEFENSE - 2.0%

Alliant Techsystems, Inc. (a) 214,200 $ 14,913,675

BE Aerospace, Inc. (a) 141,800 1,045,775

Primex Technologies, Inc. 78,900 1,735,800

Saab AB (B Shares) 150,000 1,226,369

18,921,619

DEFENSE ELECTRONICS - 0.3%

Herley Industries, Inc. (a) 129,500 2,314,813

I. D. Systems Inc. 175,000 1,115,625

3,430,438

SHIP BUILDING & REPAIR - 0.4%

Newport News Shipbuilding, 120,800 4,031,700
Inc.

TOTAL AEROSPACE & DEFENSE 26,383,757

BASIC INDUSTRIES - 1.2%

METALS & MINING - 0.5%

Belden, Inc. 90,000 2,671,875

Cable Design Technology Corp. 61,300 2,099,525
(a)

U.S. Aggregates, Inc. 7,900 134,300

4,905,700

PACKAGING & CONTAINERS - 0.3%

Ball Corp. 75,000 2,362,500

PAPER & FOREST PRODUCTS - 0.4%

Mercer International, Inc. 423,500 3,493,875
(SBI)

Sino Forest Corp. Class A, 563,100 566,598
(sub. vtg.) (a)

4,060,473

TOTAL BASIC INDUSTRIES 11,328,673

CONSTRUCTION & REAL ESTATE -
8.7%

BUILDING MATERIALS - 0.7%

Mobile Mini, Inc. (a) 176,000 3,674,000

York International Corp. 121,400 2,928,775

6,602,775

CONSTRUCTION - 0.2%

Volker Wessels Stevin NV 125,000 1,851,383
(Certificaten Van Aandelen)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

CONSTRUCTION & REAL ESTATE -
CONTINUED

ENGINEERING - 0.2%

Bracknell Corp. (a) 147,400 $ 647,015

Kyowa Exeo Corp. 100,000 871,093

1,518,108

REAL ESTATE - 2.0%

Boardwalk Equities, Inc. (a) 2,419,139 19,113,943

REAL ESTATE INVESTMENT TRUSTS
- 5.6%

Alexandria Real Estate 464,600 14,867,200
Equities, Inc.

Apartment Investment & 444,100 17,652,975
Management Co. Class A

BRE Properties, Inc. Class A 529,300 14,787,319

Correctional Properties Trust 172,600 2,049,625

Home Properties of New York, 153,069 4,285,932
Inc.

Reckson Associates Realty 51,600 1,035,225
Corp.

54,678,276

TOTAL CONSTRUCTION & REAL 83,764,485
ESTATE

DURABLES - 2.3%

AUTOS, TIRES, & ACCESSORIES -
0.6%

Copart, Inc. (a) 90,600 1,562,850

First Technology PLC 76,422 524,749

Kayaba Industry Co. Ltd. 1,235,000 2,067,089

Sonic Automotive, Inc. (a) 200,700 2,232,788

6,387,476

CONSUMER ELECTRONICS - 0.2%

Fossil, Inc. (a) 74,900 1,554,175

HOME FURNISHINGS - 0.5%

Linens'n Things, Inc. (a) 155,000 4,785,625

The Bombay Company, Inc. (a) 161,100 583,988

5,369,613

TEXTILES & APPAREL - 1.0%

Gildan Activewear, Inc. Class 45,100 1,547,494
A (a)

Kellwood Co. 190,400 3,260,600

Nautica Enterprises, Inc. (a) 115,000 1,293,750

Pacific Sunwear of 35,100 1,195,594
California, Inc. (a)

Stride Rite Corp. 83,700 706,219

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

DURABLES - CONTINUED

TEXTILES & APPAREL - CONTINUED

Tropical Sportswear 70,000 $ 1,233,750
International Corp. (a)

Worldtex, Inc. (a) 300,800 188,000

9,425,407

TOTAL DURABLES 22,736,671

ENERGY - 1.2%

ENERGY SERVICES - 0.3%

Helmerich & Payne, Inc. 65,600 2,054,100

Superior Energy Services, 150,000 1,387,500
Inc. (a)

3,441,600

OIL & GAS - 0.9%

Frontier Oil Corp. (a) 984,700 6,277,463

Patina Oil & Gas Corp. 90,000 1,248,750

Santa Fe Snyder Corp. (a) 111,900 1,028,081

8,554,294

TOTAL ENERGY 11,995,894

FINANCE - 3.8%

CREDIT & OTHER FINANCE - 1.8%

Medallion Financial Corp. (c) 1,059,750 17,552,109

INSURANCE - 2.0%

Arthur J. Gallagher & Co. 45,000 1,676,250

Brown & Brown, Inc. 121,300 4,867,163

Commerce Group, Inc. 68,400 2,017,800

Everest Re Group Ltd. 125,500 3,670,875

Hartford Life, Inc. Class A 27,000 1,329,750

HCC Insurance Holdings, Inc. 236,700 2,781,225

RenaissanceRe Holdings Ltd. 66,900 2,458,575

18,801,638

TOTAL FINANCE 36,353,747

HEALTH - 11.0%

DRUGS & PHARMACEUTICALS - 7.7%

Abgenix, Inc. (a) 70,000 6,269,375

Alkermes, Inc. (a) 16,800 894,600

Chirex, Inc. (a) 133,700 2,272,900

Dimethaid Research, Inc. (a) 728,900 5,193,068

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Gene Logic, Inc. (a) 175,200 $ 4,708,500

Human Genome Sciences, Inc. 194,000 14,853,125
(a)

Myriad Genetics, Inc. (a) 413,300 26,606,188

NBTY, Inc. (a) 140,000 2,485,000

PE Corp. - Celera Genomics 68,600 5,659,500
Group (a)

Rexall Sundown, Inc. (a) 125,000 2,406,250

Unigene Laboratories, Inc. (a) 1,341,500 2,683,000

74,031,506

MEDICAL EQUIPMENT & SUPPLIES
- 2.8%

Allscripts, Inc. 22,000 682,000

Cyberonics, Inc. (a) 403,500 8,221,313

DENTSPLY International, Inc. 70,100 2,037,281

I-Stat Corp. (a)(c) 922,700 11,937,431

Resmed, Inc. (a) 34,300 1,166,200

Visible Genetics, Inc. (a) 90,000 3,301,875

27,346,100

MEDICAL FACILITIES MANAGEMENT
- 0.5%

Medquist, Inc. (a) 60,000 2,126,250

Syncor International Corp. (a) 60,200 2,483,250

4,609,500

TOTAL HEALTH 105,987,106

INDUSTRIAL MACHINERY &
EQUIPMENT - 6.2%

ELECTRICAL EQUIPMENT - 4.9%

Allen Telecom, Inc. (a) 349,400 6,201,850

ANTEC Corp. (a) 40,000 2,150,000

C&D Technologies, Inc. 40,100 2,583,944

California Amplifier, Inc. (a) 107,500 2,902,500

Datakey, Inc. (a)(c) 450,000 3,150,000

Pinnacle Systems (a) 1,243,800 29,851,200

46,839,494

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.3%

Badger Daylighting, Inc. (a) 791,500 1,838,709

BOLDER Technologies Corp. (a) 146,500 1,025,500

CNH Global NV 387,800 5,235,300

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

Kennametal, Inc. 55,000 $ 1,581,250

Lindsay Manufacturing Co. 177,500 3,172,813

12,853,572

TOTAL INDUSTRIAL MACHINERY & 59,693,066
EQUIPMENT

MEDIA & LEISURE - 14.6%

BROADCASTING - 1.3%

Regional Cablesystems, Inc. 224,000 2,344,679
(a)

SBS Broadcasting SA (a) 23,600 1,298,000

Videotron Group Ltd. (sub. 384,800 9,250,999
vtg.)

12,893,678

ENTERTAINMENT - 3.8%

Bally Total Fitness Holding 80,000 1,790,000
Corp. (a)

Fitness First PLC (a) 75,000 1,310,766

IMAX Corp. (a) 1,458,400 32,500,810

Lakes Gaming, Inc. (a) 35,500 290,656

Toolex International NV (a) 21,205 367,219

36,259,451

LEISURE DURABLES & TOYS - 0.3%

Callaway Golf Co. 103,000 1,712,375

Koala Corp. (a) 85,600 1,294,700

3,007,075

LODGING & GAMING - 0.9%

Millennium & Copthorne Hotels 350,000 2,216,767
PLC

Prime Hospitality Corp. (a) 519,100 4,801,675

Scandic Hotels AB 155,100 1,650,222

8,668,664

RESTAURANTS - 8.3%

CEC Entertainment, Inc. (a) 1,143,150 34,294,486

Main Street and Main, Inc. (a) 482,500 1,537,969

Morton's Restaurant Group, 34,100 647,900
Inc. (a)

Outback Steakhouse, Inc. (a) 159,450 5,221,988

Papa John's International, 700,800 19,272,000
Inc. (a)

PJ America, Inc. (a) 157,200 1,768,500

Ruby Tuesday, Inc. 180,200 3,772,938

Sizzler International, Inc. 2,755,800 6,889,500
(a)(c)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - CONTINUED

Sonic Corp. (a) 80,100 $ 2,227,781

Uno Restaurant Corp. (a) 482,610 5,097,568

80,730,630

TOTAL MEDIA & LEISURE 141,559,498

NONDURABLES - 2.5%

AGRICULTURE - 0.1%

IAWS Group PLC 200,000 1,276,030

BEVERAGES - 1.4%

Canandaigua Brands, Inc. 114,200 5,752,825
Class A (a)

Celestial Seasonings, Inc. (a) 143,300 4,818,463

Grolsch NV 50,000 849,927

H.P. Bulmer Holdings PLC 192,029 1,344,515

Lion Nathan Ltd. 569,800 1,150,814

13,916,544

FOODS - 1.0%

American Italian Pasta Co. 71,100 1,759,725
Class A (a)

Corn Products International, 114,200 2,740,800
Inc.

Goodman Fielder Ltd. 2,600,000 1,928,203

Greggs PLC 85,000 2,772,998

9,201,726

TOTAL NONDURABLES 24,394,300

RETAIL & WHOLESALE - 10.3%

APPAREL STORES - 4.1%

Blacks Leisure Group PLC 330,000 1,657,157

Brice SA 7,655 290,249

Hibbett Sporting Goods, Inc. 642,500 15,420,000
(a)(c)

J. Baker, Inc. 642,500 4,176,250

Reitmans Canada Ltd. 99,500 1,209,481

United Retail Group, Inc. (a) 249,500 2,042,781

Venator Group, Inc. (a) 1,226,600 14,565,875

39,361,793

DRUG STORES - 0.2%

Duane Reade, Inc. (a) 60,000 1,800,000

GENERAL MERCHANDISE STORES -
2.2%

Ames Department Stores, Inc. 368,100 6,602,794
(a)

Freds, Inc. Class A 163,400 2,573,550

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED

GENERAL MERCHANDISE STORES -
CONTINUED

Michaels Stores, Inc. (a) 60,000 $ 2,366,250

Shopko Stores, Inc. (a) 110,000 1,966,250

T.J. Hughes PLC 500,000 2,306,948

Tuesday Morning Corp. (a) 305,000 3,812,500

Warehouse Group Ltd. (The) 910,000 1,877,671

21,505,963

GROCERY STORES - 0.6%

Fleming Companies, Inc. 247,767 4,072,670

Iceland Group PLC 325,000 1,431,356

5,504,026

RETAIL & WHOLESALE,
MISCELLANEOUS - 3.2%

Advanced Marketing Services, 139,650 2,773,362
Inc.

AgriBioTech, Inc. warrants 60,000 1
12/31/01 (a)

Barbeques Galore Ltd. 223,200 1,855,350
sponsored ADR (a)

Forzani Group Ltd. (a) 1,271,800 3,564,269

Future Shop Ltd. (a)(c) 894,900 12,691,045

Rex Stores Corp. (a) 191,400 4,808,925

ShopNow.com, Inc. 35,000 223,125

Ultimate Electronics, Inc. (a) 191,600 5,676,150

31,592,227

TOTAL RETAIL & WHOLESALE 99,764,009

SERVICES - 15.8%

ADVERTISING - 0.2%

ADVO, Inc. (a) 65,000 1,950,000

EDUCATIONAL SERVICES - 3.6%

New Horizons Worldwide, Inc. 257,000 4,529,625
(a)

Prosoft Training.com (a)(c) 1,811,600 30,344,300

34,873,925

LEASING & RENTAL - 3.0%

Avis Europe PLC 2,500,000 7,379,125

Avis Group Holdings, Inc. (a) 1,038,800 21,035,700

28,414,825

SERVICES - 9.0%

ACNielsen Corp. (a) 110,000 2,536,875

Bright Horizons Family 215,200 3,873,600
Solutions, Inc. (a)

Caremark Rx, Inc. (a) 1,200,000 7,650,000

Charles River Associates, 200,000 4,062,500
Inc. (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

SERVICES - CONTINUED

Childtime Learning Centers, 505,200 $ 3,536,400
Inc. (a)(c)

Cornell Corrections, Inc. 860,800 7,747,200
(a)(c)

Forrester Research, Inc. (a) 152,500 6,910,156

Glotel PLC (a) 200,000 1,701,083

Harvey Nash Group PLC 650,500 7,801,460

Insurance Auto Auctions, Inc. 55,900 929,338
(a)

Medialink Worldwide, Inc. 553,300 4,080,588
(a)(c)

Ritchie Bros. Auctioneers, 104,400 2,401,200
Inc. (a)

Sifo Group AB (B Shares) 37,520 483,245

Source Information Management 1,658,000 24,455,500
Co. (a)(c)

StarTek, Inc. (a) 114,500 5,882,438

Transportes Azkar SA 200,000 2,734,350

87,040,933

TOTAL SERVICES 152,279,683

TECHNOLOGY - 10.4%

COMMUNICATIONS EQUIPMENT - 0.7%

Eltek ASA 186,000 2,901,976

Inter-Tel, Inc. 50,400 1,020,600

PictureTel Corp. (a) 170,000 722,500

Tandberg ASA (a) 93,300 1,429,581

Xircom, Inc. (a) 13,000 512,688

6,587,345

COMPUTER SERVICES & SOFTWARE
- 5.4%

Affymetrix, Inc. (a) 42,600 5,753,663

Black Box Corp. (a) 45,500 3,500,656

Cambridge Technology 83,200 915,200
Partners, Inc. (a)

HotJobs.com Ltd. 160,000 1,860,000

ICT Automatisering NV 50,547 2,043,252

Integrated Measurement 99,500 1,946,469
Systems, Inc. (a)

Interact Commerce Corp. 19,400 283,725

MapInfo Corp. (a)(c) 620,800 18,391,200

Meta Group, Inc. (a) 70,500 1,586,250

Moldflow Corp. 235,100 4,349,350

Novadigm, Inc. (a) 65,000 889,688

Orbotech Ltd. 20,000 1,705,000

PC-Tel, Inc. 35,000 1,172,500

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- CONTINUED

Technology Solutions, Inc. 681,200 $ 4,470,375

Titan Corp. (a) 50,000 2,146,875

Triad Group PLC 300,000 1,211,730

52,225,933

COMPUTERS & OFFICE EQUIPMENT
- 2.4%

Ciprico, Inc. (a) 155,800 1,723,538

Coinstar, Inc. (a) 787,400 8,809,038

Cybex Corp. (a) 92,300 2,526,713

Extended Systems, Inc. (a) 64,500 2,563,875

Identix, Inc. (a) 84,500 1,262,219

MTI Technology Corp. (a) 153,200 2,374,600

ScanSource, Inc. (a) 38,100 1,314,450

Zebra Technologies Corp. 45,000 2,565,000
Class A (a)

23,139,433

ELECTRONIC INSTRUMENTS - 0.4%

Tecan AG 1,500 1,296,684

Tokyo Seimitsu Co. Ltd. 10,000 1,044,942

Varian, Inc. (a) 45,000 1,636,875

3,978,501

ELECTRONICS - 1.5%

Celestica, Inc. (sub. vtg.) 33,800 1,823,757
(a)

Micronas Semiconductor 5,000 2,661,431
Holding AG (a)

Muehlbauer Holding AG & Co. 30,000 1,900,373

S3, Inc. (a) 107,800 1,515,938

SmartDisk Corp. 58,100 1,474,288

Tech-Sym Corp. (a) 126,900 2,696,625

Toko, Inc. 325,000 2,704,827

14,777,239

TOTAL TECHNOLOGY 100,708,451

TRANSPORTATION - 3.3%

AIR TRANSPORTATION - 0.7%

Atlantic Coast Airlines 214,600 6,411,175
Holdings, Inc. (a)

RAILROADS - 0.5%

Westinghouse Air Brake Co. 430,962 4,875,258

SHIPPING - 0.7%

Bergesen dy ASA:

(A Shares) 26,800 451,105

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TRANSPORTATION - CONTINUED

SHIPPING - CONTINUED

Bergesen dy ASA: - continued

(B Shares) 122,300 $ 1,956,001

OMI Corp. (a) 448,500 1,569,750

Teekay Shipping Corp. 95,900 3,146,719

7,123,575

TRUCKING & FREIGHT - 1.4%

Circle International Group, 87,000 2,310,938
Inc.

Covenant Transport, Inc. 327,700 4,321,544
Class A (a)

EGL, Inc. (a) 72,400 1,660,675

Forward Air Corp. (a) 95,500 3,282,813

TDG PLC 700,000 2,066,155

13,642,125

TOTAL TRANSPORTATION 32,052,133

UTILITIES - 0.6%

CELLULAR - 0.3%

Arch Communications Group, 400,000 2,975,000
Inc. (a)

Mobilephone 4 79,157
Telecommunications
International Ltd.

3,054,157

ELECTRIC UTILITY - 0.3%

Black Hills Corp. 46,500 1,066,594

Independent Energy Holdings 51,000 1,989,000
PLC sponsored ADR (a)

3,055,594

TOTAL UTILITIES 6,109,751

TOTAL COMMON STOCKS 915,111,224
(Cost $828,151,903)

CONVERTIBLE BONDS - 0.4%

MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.4%

ELECTRICAL EQUIPMENT - 0.4%

ANTEC Corp. 4.5% 5/15/03 (d) B2 $ 1,625,000 3,727,344
(Cost $1,663,352)

CASH EQUIVALENTS - 6.0%

SHARES VALUE (NOTE 1)

Central Cash Collateral Fund, 14,795,800 $ 14,795,800
5.94% (b)

Taxable Central Cash Fund, 43,052,208 43,052,208
5.77% (b)

TOTAL CASH EQUIVALENTS 57,848,008
(Cost $57,848,008)

TOTAL INVESTMENT PORTFOLIO - 976,686,576
101.0%
(Cost $887,663,263)

NET OTHER ASSETS - (1.0)% (9,298,772)

NET ASSETS - 100% $ 967,387,804

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(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 $3,727,344 or 0.4% of net assets.

Distribution of investments by country of issue, as a percentage of
total net assets, is as follows:

United States of America 80.1%

Canada 10.5

United Kingdom 3.6

Netherlands 1.1

Others (individually less 4.7
than 1%)

100.0%

INCOME TAX INFORMATION

At April 30, 2000, the aggregate cost of investment securities for
income tax purposes was $895,644,876. Net unrealized appreciation
aggregated $81,041,700, of which $170,572,389 related to appreciated
investment securities and $89,530,689 related to depreciated
investment securities.

The fund hereby designates approximately $192,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 2000

ASSETS

Investment in securities, at $ 976,686,576
value (cost $887,663,263) -
See accompanying schedule

Foreign currency held at 45,871
value (cost $45,817)

Receivable for investments 21,979,888
sold

Receivable for fund shares 760,436
sold

Dividends receivable 358,759

Interest receivable 241,372

Redemption fees receivable 7,324

Other receivables 221,843

TOTAL ASSETS 1,000,302,069

LIABILITIES

Payable for investments $ 16,908,783
purchased

Payable for fund shares 380,918
redeemed

Accrued management fee 670,862

Other payables and accrued 157,902
expenses

Collateral on securities 14,795,800
loaned, at value

TOTAL LIABILITIES 32,914,265

NET ASSETS $ 967,387,804

Net Assets consist of:

Paid in capital $ 866,258,928

Undistributed net investment 44,549
income

Accumulated undistributed net 12,077,843
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 89,006,484
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 70,381,333 $ 967,387,804
shares outstanding

NET ASSET VALUE, offering $13.74
price and redemption price
per share ($967,387,804
(divided by) 70,381,333
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, 2000

INVESTMENT INCOME $ 2,989,855
Dividends

Interest 4,020,084

Security lending 193,255

TOTAL INCOME 7,203,194

EXPENSES

Management fee Basic fee $ 4,663,296

Performance adjustment 853,037

Transfer agent fees 1,436,072

Accounting and security 234,927
lending fees

Non-interested trustees' 1,733
compensation

Custodian fees and expenses 110,768

Registration fees 86,820

Audit 30,383

Legal 7,615

Reports to shareholders 47,736

Miscellaneous 1,149

Total expenses before 7,473,536
reductions

Expense reductions (215,745) 7,257,791

NET INVESTMENT INCOME (LOSS) (54,597)

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

Investment securities 137,601,478
(including realized gain
(loss) of $(4,864,387) on
sales of investments in
affiliated issuers)

Foreign currency transactions 16,084

Futures contracts 2,130,080 139,747,642

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 75,252,426

Assets and liabilities in (16,345) 75,236,081
foreign currencies

NET GAIN (LOSS) 214,983,723

NET INCREASE (DECREASE) IN $ 214,929,126
NET ASSETS RESULTING FROM
OPERATIONS

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

YEAR ENDED APRIL 30, 2000 YEAR ENDED APRIL 30, 1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ (54,597) $ 74,320
income (loss)

Net realized gain (loss) 139,747,642 (125,408,256)

Change in net unrealized 75,236,081 8,980,239
appreciation (depreciation)

NET INCREASE (DECREASE) IN 214,929,126 (116,353,697)
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 426,546,817 78,475,113
proceeds from sales of shares

Reinvestment of distributions - 1,247,873

Cost of shares redeemed (103,396,967) (281,733,649)

NET INCREASE (DECREASE) IN 323,149,850 (202,010,663)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 2,986,482 7,964,923

TOTAL INCREASE (DECREASE) 541,065,458 (311,675,080)
IN NET ASSETS

NET ASSETS

Beginning of period 426,322,346 737,997,426

End of period (including $ 967,387,804 $ 426,322,346
undistributed net investment
income of $44,549 and
$65,541, respectively)

OTHER INFORMATION
Shares

Sold 33,983,353 8,142,223

Issued in reinvestment of - 148,911
distributions

Redeemed (8,670,441) (33,192,383)

Net increase (decrease) 25,312,912 (24,901,249)

</TABLE>

FINANCIAL HIGHLIGHTS

YEARS ENDED APRIL 30, 2000 1999 1998 G

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 9.46 $ 10.55 $ 10.00
period

Income from Investment
Operations

Net investment income (loss) D (.00) .00 .01

Net realized and unrealized 4.22 (1.20) .54
gain (loss)

Total from investment 4.22 (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 .06 .13 -
in capital

Net asset value, end of period $ 13.74 $ 9.46 $ 10.55

TOTAL RETURN B, C 45.24% (10.12)% 5.50%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 967,388 $ 426,322 $ 737,997
(000 omitted)

Ratio of expenses to average 1.17% 1.04% 1.50% A, E
net assets

Ratio of expenses to average 1.13% F .99% F 1.48% A, F
net assets after expense
reductions

Ratio of net investment (.01)% .01% .67% A
income (loss) to average net
assets

Portfolio turnover rate 120% 170% 75% A

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 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, 2000

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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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

INCOME TAXES - CONTINUED

schedule of investments includes information regarding income taxes
under the caption "Income Tax Information."

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, non-taxable dividends, and losses deferred due
to wash sales. The fund also utilized earnings and profits distributed
to shareholders on redemption of shares
as a part of the dividends paid deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.

TRADING (REDEMPTION) FEES. Shares held in the fund less than three
years were subject to a trading fee equal to 3.00% of the proceeds of
the redeemed shares. Redemptions after April 28, 2000 of shares held
in the fund less than three years will be subject to a trading fee
equal to 2.00% 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

The Cash Funds seek preservation of capital, liquidity, and current
income. Income distributions from the Cash Funds are declared daily
and paid monthly from net interest income. Income distributions earned
by the fund are recorded as either interest income or security lending
income in the accompanying financial statements.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $1,010,764,380 and $698,232,870, respectively.

The market value of futures contracts opened and closed during the
period amounted to $45,972,721 and $48,102,801, 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 .2167% 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. For the period, the
management fee was equivalent to an annual rate of .86% of average net
assets after the performance adjustment.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount 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. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $13,763,525. The fund received cash collateral of
$14,795,800 which was invested in the cash equivalents.

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 $200,091 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, 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 $12,991 and $2,663, respectively, under these arrangements.

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

Centigram Communications $ 751,902 $ 919,938 $ - $ -
Corp.

Childtime Learning Centers, 429,000 1,012,500 - 3,536,400
Inc.

Ciprico, Inc. 93,438 94,688 - -

Cornell Corrections, Inc. 3,634,605 - - 7,747,200

Datakey, Inc. 550,000 - - 3,150,000

EIS International, Inc. 351,850 2,177,385 - -

Future Shop Ltd. 1,232,927 - - 12,691,045

Hibbett Sporting Goods, Inc. 5,682,376 1,498,750 - 15,420,000

I-Stat Corp. 814,309 - - 11,937,431

MapInfo Corp. 5,904,511 - - 18,391,200

Maxwell Technologies, Inc. 476,406 2,354,737 - -

Mechanical Dynamics, Inc. - 2,854,237 - -

Mecon, Inc. 614,606 7,115,876 - -

Medallion Financial Corp. 5,448,779 - - 17,552,109

Medialink Worldwide, Inc. 938,196 3,026,473 - 4,080,588

New World Coffee & Bagels, - 342,491 - -
Inc.

Prosoft Training.com 6,775,839 - - 30,344,300

Simware, Inc. - 199,589 - -

Sizzler International, Inc. 4,073,567 - - 6,889,500

Source Information Management 18,738,313 6,079,049 - 24,455,500
Co.

TOTALS $ 56,510,624 $ 27,675,713 $ - $ 156,195,273

</TABLE>

INDEPENDENT AUDITORS' REPORT

To the Trustees of Fidelity Commonwealth Trust and Shareholders of
Fidelity Small Cap Stock Fund:

We have audited the accompanying statement of assets and liabilities
of Fidelity Small Cap Stock Fund, (the fund), a series of Fidelity
Commonwealth Trust (the Trust), including the portfolio of
investments, as of April 30, 2000, and the related statement of
operations for the year then ended, the statement of changes in net
assets for each of the two years in the period then ended, and the
financial highlights for each of the three years in the period then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial
highlights based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of April 30, 2000, 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 audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Small Cap Stock Fund as of April 30,
2000, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and its financial highlights for each of the three years in the
period then ended, in conformity with accounting principles generally
accepted in the United States of America .

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 2, 2000

DISTRIBUTIONS

The Board of Trustees of Fidelity Small Cap Stock Fund voted to pay on
June 5, 2000, to shareholders of record at the opening of business on
June 2, 2000, a distribution of $.29 per share derived from capital
gains realized from sales of portfolio securities.

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(Far East) Inc.
Fidelity Management & Research
(U.K.) Inc.
Fidelity Investments Japan Ltd.

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Paul Antico, Vice President
Abigail P. Johnson, Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Matthew N. Karstetter, Deputy Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Michael Cook
Abigail P. Johnson

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

SLCX-ANN-0600 104093
1.703590.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund (registered trademark)
Contrafund (registered trademark) 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
TechnoQuant(registered trademark) Growth Fund
Trend Fund
Value Fund

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

SPARTAN(REGISTERED TRADEMARK)
500 INDEX
FUND
(FORMERLY SPARTAN MARKET INDEX FUND)

ANNUAL REPORT
APRIL 30, 2000

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

NOTES 33 Notes to the financial
statements.

INDEPENDENT AUDITORS' REPORT 38 The auditors' opinion

DISTRIBUTIONS 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.

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, 2000 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

SPARTAN (REGISTERED 9.91% 204.43% 446.71%
TRADEMARK) 500 INDEX

S&P 500 (registered trademark) 10.13% 208.38% 459.05%

S&P 500 Index Objective Funds 9.46% 201.26% 436.30%
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
Standard & Poor's 500SM 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 119 mutual funds. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges. Lipper has created new comparison categories that
group funds according to portfolio characteristics and capitalization,
as well as by capitalization only. These averages are listed on page 5
of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 2000 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

SPARTAN 500 INDEX 9.91% 24.94% 18.52%

S&P 500 10.13% 25.26% 18.78%

S&P 500 Index Objective Funds 9.46% 24.68% 18.28%
Average

$10,000 OVER 10 YEARS
Spartan 500 Index Fund S&P 500
00317 SP001
1990/04/30 10000.00 10000.00
1990/05/31 11013.02 10975.00
1990/06/30 10942.89 10900.37
1990/07/31 10910.11 10865.49
1990/08/31 9922.38 9883.25
1990/09/30 9437.38 9401.93
1990/10/31 9404.31 9361.51
1990/11/30 10011.97 9966.26
1990/12/31 10277.42 10244.32
1991/01/31 10732.62 10690.97
1991/02/28 11501.03 11455.37
1991/03/31 11774.21 11732.59
1991/04/30 11803.66 11760.75
1991/05/31 12308.45 12268.82
1991/06/30 11738.54 11706.91
1991/07/31 12289.84 12252.45
1991/08/31 12573.98 12542.83
1991/09/30 12366.24 12333.37
1991/10/31 12528.50 12498.63
1991/11/30 12020.36 11994.94
1991/12/31 13394.30 13367.16
1992/01/31 13144.26 13118.53
1992/02/29 13308.08 13289.07
1992/03/31 13043.62 13029.93
1992/04/30 13425.46 13413.01
1992/05/31 13486.21 13478.74
1992/06/30 13285.59 13277.90
1992/07/31 13822.78 13820.97
1992/08/31 13538.90 13537.64
1992/09/30 13695.16 13697.38
1992/10/31 13734.72 13745.33
1992/11/30 14196.20 14214.04
1992/12/31 14372.92 14388.87
1993/01/31 14483.52 14509.74
1993/02/28 14678.17 14707.07
1993/03/31 14983.67 15017.39
1993/04/30 14614.31 14653.97
1993/05/31 15001.47 15046.70
1993/06/30 15037.48 15090.33
1993/07/31 14969.97 15029.97
1993/08/31 15528.08 15599.61
1993/09/30 15406.13 15479.49
1993/10/31 15723.04 15799.92
1993/11/30 15569.11 15649.82
1993/12/31 15755.20 15839.18
1994/01/31 16283.41 16377.71
1994/02/28 15837.16 15933.88
1994/03/31 15141.05 15239.16
1994/04/30 15337.98 15434.22
1994/05/31 15585.30 15687.34
1994/06/30 15197.58 15303.00
1994/07/31 15695.11 15804.94
1994/08/31 16330.84 16452.94
1994/09/30 15929.10 16049.84
1994/10/31 16281.22 16410.97
1994/11/30 15683.53 15813.28
1994/12/31 15916.60 16047.79
1995/01/31 16326.75 16463.91
1995/02/28 16955.96 17105.51
1995/03/31 17447.49 17610.29
1995/04/30 17958.31 18128.91
1995/05/31 18665.96 18853.53
1995/06/30 19087.11 19291.49
1995/07/31 19720.83 19931.20
1995/08/31 19768.12 19981.23
1995/09/30 20593.37 20824.44
1995/10/31 20517.29 20750.09
1995/11/30 21406.45 21661.02
1995/12/31 21805.41 22078.21
1996/01/31 22551.18 22829.75
1996/02/29 22753.26 23041.39
1996/03/31 22986.44 23263.28
1996/04/30 23315.23 23606.18
1996/05/31 23905.12 24214.98
1996/06/30 24000.28 24307.24
1996/07/31 22933.60 23233.34
1996/08/31 23402.74 23723.34
1996/09/30 24707.61 25058.49
1996/10/31 25387.32 25749.60
1996/11/30 27292.49 27696.01
1996/12/31 26732.36 27147.35
1997/01/31 28393.75 28843.52
1997/02/28 28603.93 29069.65
1997/03/31 27412.93 27875.18
1997/04/30 29045.55 29539.33
1997/05/31 30813.80 31337.68
1997/06/30 32174.76 32741.61
1997/07/31 34742.39 35346.86
1997/08/31 32800.02 33366.73
1997/09/30 34583.52 35194.23
1997/10/31 33440.64 34018.74
1997/11/30 34962.77 35593.47
1997/12/31 35561.53 36204.61
1998/01/31 35961.28 36605.03
1998/02/28 38520.67 39244.98
1998/03/31 40472.66 41254.72
1998/04/30 40877.59 41669.74
1998/05/31 40155.98 40953.44
1998/06/30 41795.47 42616.97
1998/07/31 41342.62 42163.10
1998/08/31 35364.98 36067.16
1998/09/30 37634.57 38377.62
1998/10/31 40697.97 41499.25
1998/11/30 43154.02 44014.52
1998/12/31 45690.51 46550.64
1999/01/31 47538.70 48497.39
1999/02/28 46044.07 46990.09
1999/03/31 47902.98 48870.16
1999/04/30 49740.46 50762.90
1999/05/31 48551.19 49564.39
1999/06/30 51234.16 52315.21
1999/07/31 49628.87 50681.93
1999/08/31 49374.83 50431.06
1999/09/30 48012.77 49048.74
1999/10/31 51034.17 52152.55
1999/11/30 52055.72 53212.81
1999/12/31 55124.49 56347.04
2000/01/31 52348.87 53516.17
2000/02/29 51354.46 52503.11
2000/03/31 56370.24 57639.49
2000/04/28 54671.00 55905.11
IMATRL PRASUN SHR__CHT 20000430 20000518 120730 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Spartan 500 Index Fund on April 30, 1990. As the chart
shows, by April 30, 2000, the value of the investment would have grown
to $54,671 - a 446.71% 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 $55,905 - a 459.05% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER S&P 500 FUNDS AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING
SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO CHARACTERISTICS
AND CAPITALIZATION. AS OF APRIL 30, 2000, THE ONE YEAR, FIVE YEAR AND
TEN YEAR CUMULATIVE TOTAL RETURNS FOR THE S&P 500 FUNDS WERE 9.46%,
201.26% AND 436.30%, RESPECTIVELY. THE ONE YEAR, FIVE YEAR AND TEN
YEAR AVERAGE ANNUAL TOTAL RETURNS WERE 9.46%, 24.68% AND 18.28%,
RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

(photograph of Dean Barr)

An interview with Dean Barr, who oversees the Spartan 500 Index Fund's
investment management personnel as Managing Director for Bankers
Trust, sub-adviser of the fund

Q. HOW DID THE FUND PERFORM, DEAN?

A. For the 12 months that ended April 30, 2000, the fund posted a
total return of 9.91% - in line with the 10.13% return for the
Standard & Poor's 500 Index. The fund also compares its performance to
the S&P 500 Index objective funds average tracked by Lipper Inc.,
which returned 9.46% during the same period.

Q. AS THE PERIOD PROGRESSED, THE THREAT OF INFLATION SPURRED THE
FEDERAL RESERVE BOARD TO INCREASE KEY INTEREST RATES ON FIVE
OCCASIONS. HOW DID THIS ENVIRONMENT AFFECT THE FUND?

A. For the majority of the period, the Fed's attempt to ward off
inflation by increasing interest rates was most damaging to many
financial stocks, which often suffer in such an economic environment.
Earlier in the period, the Fed's tightening of the money supply did
hamper some of the fund's financial holdings. However, despite two
more Fed hikes during the first quarter of 2000, the fund's financial
stocks outperformed most other sectors in the latter part of the
period as investors sold off high-priced technology names in favor of
more-established companies. Additionally, many banks and brokerages
delivered positive earnings surprises in the first quarter of 2000,
which also boosted prices. Morgan Stanley Dean Witter, for example,
rose to a 12-month high in March after its first-quarter earnings beat
Wall Street's consensus estimate by 28 cents per share. Other
financial stocks such as Fannie Mae and Freddie Mac also caught the
upswing in prices during this flight to quality.

Q. THE FUND'S LARGEST INDUSTRY SECTOR, TECHNOLOGY, EXPERIENCED
TREMENDOUS GROWTH DURING THE PERIOD. BUT FOR MANY OF THOSE STOCKS, IT
WAS A WILD RIDE . . .

A. Indeed it was, particularly toward the end of the period. The
fund's top contributors came from this sector, but many gave back some
hefty gains in March and April when the technology sector suffered a
correction. After a tremendous run-up in the prices of many technology
stocks in 1999, investors took profits in the sector beginning in
March, retreating to blue-chip companies. In the first quarter, the
fund's sector positions in industrial machinery, financials, durables,
transportation, media and leisure, retail, energy and basic industries
all outperformed technology issues. The bear market in the technology
sector continued in April, culminating with the largest one-day point
drop - a 355 point slide - in the tech-heavy NASDAQ Composite Index on
April 14. Still, value investors seeking bargains in many of these
beaten-down technology stocks pushed the NASDAQ up a two-day record
14.2%, from April 17-18.

Q. WHICH TECHNOLOGY STOCKS WERE TOP CONTRIBUTORS? WHICH DISAPPOINTED?

A. The fund's top three performers were Cisco Systems, Intel and
Oracle - all companies involved in providing the infrastructure
necessary for people to access the Internet. The stocks of these
companies soared during the period on higher demand for e-business
networking solutions and semiconductors, and robust computer sales.
Oracle's stock price rose 400% to roughly $75 per share during the
period on demand for its e-business software, while investors bid up
Cisco on demand for its high-speed routers. Intel soared on demand for
its semiconductor chips and a new product to enhance wireless
transmission. For disappointments, the fund's position in Microsoft -
its fourth-largest holding - detracted from performance as investors
reacted negatively to ongoing developments in a government antitrust
suit against the software giant. After reaching a high of about $120
per share earlier in the period, shares of Microsoft fell to a low of
$65 per share in April.

Q. HOW DID THE FUND'S STAKE IN THE HEALTH CARE SECTOR PERFORM?

A. Generally, health stocks didn't participate in the market's gains
as much as other sectors, such as technology stocks. The fund's
positions in weaker-performing pharmaceutical stocks such as Merck,
Pfizer and Schering-Plough hindered performance as these companies
suffered from concerns over patent expirations, leaner product
pipelines and the possibility of government health care reform. Even
heightened merger and acquisition activity failed to lift most drug
stocks higher. Additionally, health product manufacturer Johnson &
Johnson was punished after the company announced it would stop selling
its popular heartburn drug - Propulsid - due to a warning by the Food
and Drug Administration that the product may cause negative
cardiovascular side effects. Shares of the company fell sharply in
January before rebounding some in April after a positive earnings
report. Two of the fund's biotechnology positions - Amgen and Biogen -
were positive contributors to the fund as both companies benefited
from the market's surging interest in genomics, or the mapping of the
human genetic code.

Q. TWO OF THE FUND'S WORST PERFORMERS WERE NONDURABLES PROCTER &
GAMBLE AND COCA-COLA. WHAT HAPPENED TO THOSE STOCKS?

A. Shares of household products manufacturer Procter & Gamble suffered
from several shareholder class-action suits alleging the consumer
products company misrepresented its financial condition. The consumer
giant warned investors in early March that it expected earnings to
come in 10%-11% below Wall Street's estimates in April, which it did.
Procter & Gamble also said it would need to revise future earnings
forecasts downward for the remainder of the fiscal year. Investors
reacted negatively to the company's news, followed by several
subsequent analysts' downgrades, and the stock fell roughly 30%.
Shares of Coca-Cola also fell about 30% during the period for a number
of reasons, including slower overseas sales volume due to a
contamination scare and product recall, numerous analysts price target
adjustments, the unexpected retirement of its chief executive officer,
and a restructuring announcement that included the elimination of
6,000 jobs.

Q. WHAT IS YOUR OUTLOOK, DEAN?

A. In the short term, I would expect the volatility in the market to
continue, as investors weigh the potential impact of higher interest
rates and recent data that suggests inflation may be penetrating into
the U.S. economy. If so, I would expect modest gains going forward,
with slower growth in the technology sector. Longer term, if inflation
remains in check, productivity remains strong and the majority of
larger U.S. companies continue to follow up the first quarter with
positive earnings growth, I foresee a favorable U.S. equities market
for the remainder of the year.

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF BANKERS TRUST ONLY
THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER AND
DO NOT NECESSARILY REPRESENT THE VIEWS OF BANKERS TRUST OR ANY OTHER
PERSON IN THE BANKERS TRUST ORGANIZATION. ANY SUCH VIEWS ARE SUBJECT
TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS AND
BANKERS TRUST 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: seeks total return that
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, 2000,
more than $10.0 billion

MANAGER: Bankers Trust,
since 1997

DEAN BARR 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 3, 2000: Republic
New York was removed from the
index and replaced by NCR Corp.
following the acquisition of Republic
New York by HSBC Holdings PLC.

(solid bullet) January 5, 2000: General
Instrument Co. was deleted and
replaced by Young and Rubicam
following the acquisition of
General Instrument by Motorola.

(solid bullet) January 28, 2000: Consolidated
Natural Gas was removed and
replaced by Conexant Systems
Inc. following the acquisition of
Consolidated Natural by S&P
component Dominion Resources.

(solid bullet) March 31, 2000: Pep Boys was
deleted from the index and replaced
by Veritas Software, primarily for
market capitalization reasons. Also,
Monsanto Co. and Pharmacia &
Upjohn were deleted from the index
after the two companies merged and
became Pharmacia Corp. As a result,
both Pharmacia and Linear
Technology Corp. were added to the
index.

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

General Electric Co. 4.1 3.9

Cisco Systems, Inc. 3.8 2.1

Intel Corp. 3.4 2.2

Microsoft Corp. 2.9 4.1

Exxon Mobil Corp. 2.1 2.2

Wal-Mart Stores, Inc. 2.0 2.2

Oracle Corp. 1.8 0.6

International Business 1.6 1.5
Machines Corp.

Citigroup, Inc. 1.6 1.6

Lucent Technologies, Inc. 1.6 1.7

24.9 22.1

TOP TEN MARKET SECTORS AS OF
APRIL 30, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Technology 32.1 22.8

Finance 12.7 15.3

Utilities 10.2 11.3

Health 9.6 10.7

Retail & Wholesale 5.8 6.2

Energy 5.3 5.8

Industrial Machinery & 5.2 5.9
Equipment

Nondurables 5.0 6.9

Media & Leisure 4.6 4.5

Basic Industries 2.8 3.3

ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

</TABLE>

TO MATCH THE STANDARD & POOR'S 500 INDEX, SPARTAN 500 INDEX SEEKS 100%
INVESTMENT EXPOSURE TO STOCKS AT ALL TIMES.

INVESTMENTS APRIL 30, 2000

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 98.2%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 1.3%

AEROSPACE & DEFENSE - 1.1%

BFGoodrich Co. 87,520 $ 2,790

Boeing Co. 694,684 27,570

Honeywell International, Inc. 633,037 35,450

Lockheed Martin Corp. 316,636 7,876

Northrop Grumman Corp. 55,600 3,941

Rockwell International Corp. 151,800 5,977

Textron, Inc. 119,200 7,383

United Technologies Corp. 380,080 23,636

114,623

DEFENSE ELECTRONICS - 0.1%

Raytheon Co. Class B 270,640 6,005

SHIP BUILDING & REPAIR - 0.1%

General Dynamics Corp. 160,700 9,401

TOTAL AEROSPACE & DEFENSE 130,029

BASIC INDUSTRIES - 2.8%

CHEMICALS & PLASTICS - 1.6%

Air Products & Chemicals, 184,840 5,742
Inc.

Ashland, Inc. 48,630 1,659

Avery Dennison Corp. 90,700 5,952

Dow Chemical Co. 176,370 19,930

E.I. du Pont de Nemours and 838,834 39,792
Co.

Eastman Chemical Co. 62,942 3,293

Engelhard Corp. 101,337 1,780

FMC Corp. (a) 24,600 1,431

Great Lakes Chemical Corp. 46,300 1,247

Hercules, Inc. 85,620 1,332

Pharmacia Corp. 1,004,356 50,155

PPG Industries, Inc. 139,900 7,607

Praxair, Inc. 128,000 5,688

Rohm & Haas Co. 174,555 6,219

Sealed Air Corp. (a) 67,198 3,738

Union Carbide Corp. 107,800 6,360

W.R. Grace & Co. (a) 57,800 751

162,676

IRON & STEEL - 0.1%

Allegheny Technologies, Inc. 75,612 1,829

Bethlehem Steel Corp. (a) 99,900 537

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - CONTINUED

IRON & STEEL - CONTINUED

Nucor Corp. 70,600 $ 3,036

USX - U.S. Steel Group 71,960 1,803

Worthington Industries, Inc. 72,225 894

8,099

METALS & MINING - 0.3%

Alcan Aluminium Ltd. 176,903 5,758

Alcoa, Inc. 295,040 19,141

Freeport-McMoRan Copper & 101,700 979
Gold, Inc. Class B (a)

Inco Ltd. (a) 155,558 2,442

Phelps Dodge Corp. 65,087 3,010

Reynolds Metals Co. 51,240 3,407

34,737

PACKAGING & CONTAINERS - 0.0%

Ball Corp. 23,875 752

Bemis Co., Inc. 34,200 1,259

Crown Cork & Seal Co., Inc. 102,180 1,660

Owens-Illinois, Inc. (a) 121,300 1,638

Tupperware Corp. 46,100 870

6,179

PAPER & FOREST PRODUCTS - 0.8%

Boise Cascade Corp. 46,300 1,508

Champion International Corp. 77,600 5,102

Fort James Corp. 174,600 4,179

Georgia-Pacific Corp. 137,900 5,068

International Paper Co. 332,776 12,230

Kimberly-Clark Corp. 438,330 25,451

Louisiana-Pacific Corp. 86,360 1,155

Mead Corp. 82,900 2,886

Pactiv Corp. (a) 137,155 1,123

Potlatch Corp. 23,540 928

Temple-Inland, Inc. 45,100 2,261

Westvaco Corp. 73,250 2,262

Weyerhaeuser Co. 188,900 10,094

Willamette Industries, Inc. 85,400 3,261

77,508

TOTAL BASIC INDUSTRIES 289,199

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
0.3%

BUILDING MATERIALS - 0.2%

Armstrong World Industries, 32,010 $ 626
Inc.

Crane Co. 52,775 1,418

Fortune Brands, Inc. 131,260 3,282

Masco Corp. 357,500 8,021

Owens Corning 43,800 797

Sherwin-Williams Co. 133,580 3,323

Vulcan Materials Co. 80,500 3,527

20,994

CONSTRUCTION - 0.1%

Centex Corp. 47,520 1,146

Kaufman & Broad Home Corp. 38,100 733

Pulte Corp. 34,600 744

2,623

ENGINEERING - 0.0%

Fluor Corp. 60,830 2,042

TOTAL CONSTRUCTION & REAL 25,659
ESTATE

DURABLES - 2.1%

AUTOS, TIRES, & ACCESSORIES -
1.5%

AutoZone, Inc. (a) 110,600 2,537

Cooper Tire & Rubber Co. 63,400 856

Cummins Engine Co., Inc. 33,100 1,177

Dana Corp. 134,275 4,079

Danaher Corp. 113,400 6,478

Delphi Automotive Systems 456,277 8,726
Corp.

Eaton Corp. 59,280 4,980

Ford Motor Co. 967,500 52,910

General Motors Corp. 512,856 48,016

Genuine Parts Co. 142,737 3,747

Goodyear Tire & Rubber Co. 125,800 3,475

Johnson Controls, Inc. 67,200 4,255

NACCO Industries, Inc. Class A 5,000 224

Navistar International Corp. 52,360 1,833
(a)

PACCAR, Inc. 64,176 3,052

TRW, Inc. 96,420 5,641

151,986

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

CONSUMER DURABLES - 0.3%

Minnesota Mining & 323,620 $ 27,993
Manufacturing Co.

Snap-On, Inc. 47,350 1,252

29,245

CONSUMER ELECTRONICS - 0.1%

Black & Decker Corp. 69,500 2,923

Maytag Corp. 67,500 2,325

Whirlpool Corp. 59,500 3,875

9,123

HOME FURNISHINGS - 0.1%

Leggett & Platt, Inc. 157,000 3,356

Newell Rubbermaid, Inc. 225,522 5,680

9,036

TEXTILES & APPAREL - 0.1%

Liz Claiborne, Inc. 49,000 2,269

NIKE, Inc. Class B 228,120 9,909

Reebok International Ltd. (a) 44,900 763

Russell Corp. 28,900 567

Springs Industries, Inc. 9,000 370
Class A

VF Corp. 95,068 2,686

16,564

TOTAL DURABLES 215,954

ENERGY - 5.3%

ENERGY SERVICES - 0.7%

Baker Hughes, Inc. 263,518 8,383

Halliburton Co. 356,500 15,753

McDermott International, Inc. 45,900 373

Rowan Companies, Inc. (a) 68,700 1,919

Schlumberger Ltd. 443,060 33,922

Transocean Sedco Forex, Inc. 167,628 7,879

68,229

OIL & GAS - 4.6%

Amerada Hess Corp. 76,040 4,838

Anadarko Petroleum Corp. 102,600 4,457

Apache Corp. 81,000 3,923

Burlington Resources, Inc. 172,456 6,780

Chevron Corp. 527,280 44,885

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Conoco, Inc. Class B 500,756 $ 12,456

Exxon Mobil Corp. 2,764,461 214,764

Kerr-McGee Corp. 70,680 3,658

Occidental Petroleum Corp. 282,100 6,048

Phillips Petroleum Co. 205,200 9,734

Royal Dutch Petroleum Co. (NY 1,718,580 98,604
Shares)

Sunoco, Inc. 65,980 2,000

Texaco, Inc. 442,280 21,893

The Coastal Corp. 170,900 8,577

Tosco Corp. 122,400 3,924

Union Pacific Resources 204,263 3,919
Group, Inc.

Unocal Corp. 196,720 6,357

USX - Marathon Group 247,500 5,770

462,587

TOTAL ENERGY 530,816

FINANCE - 12.7%

BANKS - 4.6%

AmSouth Bancorp. 307,200 4,474

Bank of America Corp. 1,365,820 66,925

Bank of New York Co., Inc. 589,700 24,215

Bank One Corp. 918,004 27,999

BB&T Corp. 278,300 7,410

Capital One Financial Corp. 158,500 6,934

Chase Manhattan Corp. 659,896 47,554

Comerica, Inc. 125,750 5,329

Fifth Third Bancorp 247,300 15,611

First Union Corp. 790,688 25,203

Firstar Corp. 785,093 19,529

FleetBoston Financial Corp. 733,009 25,976

Huntington Bancshares, Inc. 184,446 3,366

J.P. Morgan & Co., Inc. 138,719 17,808

KeyCorp 359,310 6,647

Mellon Financial Corp. 407,752 13,099

National City Corp. 494,450 8,406

Northern Trust Corp. 178,500 11,446

PNC Financial Corp. 235,760 10,285

Regions Financial Corp. 173,900 3,554

SouthTrust Corp. 135,400 3,233

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

BANKS - CONTINUED

State Street Corp. 128,200 $ 12,419

Summit Bancorp 139,800 3,547

SunTrust Banks, Inc. 256,400 13,012

Synovus Finanical Corp. 215,300 3,997

U.S. Bancorp 589,911 11,983

Union Planters Corp. 107,500 3,044

Wachovia Corp. 162,600 10,193

Wells Fargo & Co. 1,320,940 54,241

467,439

CREDIT & OTHER FINANCE - 2.7%

American Express Co. 358,272 53,763

Associates First Capital 584,174 12,961
Corp. Class A

Citigroup, Inc. 2,684,554 159,563

Countrywide Credit 92,000 2,542
Industries, Inc.

Household International, Inc. 377,004 15,740

MBNA Corp. 642,650 17,070

Old Kent Financial Corp. 97,700 2,943

Providian Financial Corp. 113,930 10,033

274,615

FEDERAL SPONSORED CREDIT - 0.8%

Fannie Mae 820,280 49,473

Freddie Mac 556,700 25,573

SLM Holding Corp. 128,300 4,017

79,063

INSURANCE - 2.8%

Aetna, Inc. 117,030 6,773

AFLAC, Inc. 214,200 10,456

Allstate Corp. 648,266 15,315

American General Corp. 198,972 11,142

American International Group, 1,238,957 135,898
Inc.

Aon Corp. 203,975 5,520

CIGNA Corp. 136,760 10,907

Cincinnati Financial Corp. 128,500 5,180

Conseco, Inc. 263,302 1,432

Hartford Financial Services 179,340 9,359
Group, Inc.

Jefferson-Pilot Corp. 85,233 5,673

Lincoln National Corp. 157,320 5,477

Loews Corp. 85,500 4,713

Marsh & McLennan Companies, 213,730 21,066
Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

INSURANCE - CONTINUED

MBIA, Inc. 80,000 $ 3,955

MGIC Investment Corp. 86,700 4,145

Progressive Corp. 58,296 3,815

SAFECO Corp. 107,820 2,386

The Chubb Corp. 142,260 9,051

The St. Paul Companies, Inc. 184,884 6,586

Torchmark Corp. 105,840 2,653

UnumProvident Corp. 187,813 3,193

284,695

SAVINGS & LOANS - 0.2%

Golden West Financial Corp. 132,300 4,515

Washington Mutual, Inc. 468,017 11,964

16,479

SECURITIES INDUSTRY - 1.6%

Bear Stearns Companies, Inc. 90,708 3,889

Charles Schwab Corp. 655,700 29,179

Franklin Resources, Inc. 198,800 6,411

Lehman Brothers Holdings, 96,000 7,878
Inc.

Merrill Lynch & Co., Inc. 296,400 30,214

Morgan Stanley Dean Witter & 911,192 69,934
Co.

PaineWebber Group, Inc. 114,100 5,006

T. Rowe Price Associates, 95,700 3,649
Inc.

156,160

TOTAL FINANCE 1,278,451

HEALTH - 9.6%

DRUGS & PHARMACEUTICALS - 6.6%

Allergan, Inc. 106,000 6,241

ALZA Corp. Class A. (a) 82,100 3,618

American Home Products Corp. 1,044,940 58,713

Amgen, Inc. (a) 817,600 45,786

Bausch & Lomb, Inc. 44,540 2,689

Biogen, Inc. (a) 120,700 7,099

Bristol-Myers Squibb Co. 1,587,060 83,221

Eli Lilly & Co. 872,716 67,472

Merck & Co., Inc. 1,869,880 129,957

Pfizer, Inc. 3,096,980 130,460

Quintiles Transnational Corp. 91,900 1,315
(a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Schering-Plough Corp. 1,175,960 $ 47,406

Sigma-Aldrich Corp. 81,200 2,385

Warner-Lambert Co. 687,140 78,205

Watson Pharmaceuticals, Inc. 77,600 3,487
(a)

668,054

MEDICAL EQUIPMENT & SUPPLIES
- 2.6%

Abbott Laboratories 1,229,840 47,272

Baxter International, Inc. 232,900 15,168

Becton, Dickinson & Co. 201,500 5,163

Biomet, Inc. 90,700 3,237

Boston Scientific Corp. (a) 332,300 8,806

C.R. Bard, Inc. 41,200 1,795

Cardinal Health, Inc. 225,850 12,436

Guidant Corp. (a) 246,000 14,114

Johnson & Johnson 1,112,940 91,818

Mallinckrodt, Inc. 55,430 1,490

McKesson HBOC, Inc. 227,169 3,833

Medtronic, Inc. 955,400 49,621

Millipore Corp. 34,900 2,502

St. Jude Medical, Inc. (a) 61,516 1,919

259,174

MEDICAL FACILITIES MANAGEMENT
- 0.4%

Columbia/HCA Healthcare Corp. 450,480 12,811

HEALTHSOUTH Corp. (a) 308,900 2,491

Humana, Inc. (a) 134,000 1,030

Manor Care, Inc. (a) 82,400 984

Tenet Healthcare Corp. 247,900 6,321

UnitedHealth Group, Inc. 135,700 9,049

Wellpoint Health Networks, 50,900 3,754
Inc. (a)

36,440

TOTAL HEALTH 963,668

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.2%

ELECTRICAL EQUIPMENT - 4.4%

Emerson Electric Co. 344,740 18,918

General Electric Co. 2,624,000 412,624

Scientific-Atlanta, Inc. 127,600 8,302

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

ELECTRICAL EQUIPMENT -
CONTINUED

Thomas & Betts Corp. 46,220 $ 1,424

W.W. Grainger, Inc. 74,700 3,240

444,508

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.7%

Briggs & Stratton Corp. 18,700 718

Caterpillar, Inc. 284,620 11,225

Cooper Industries, Inc. 75,279 2,583

Deere & Co. 195,770 7,904

Dover Corp. 164,640 8,366

Illinois Tool Works, Inc. 240,520 15,408

Ingersoll-Rand Co. 131,110 6,154

ITT Industries, Inc. 73,170 2,309

Milacron, Inc. 26,400 482

Pall Corp. 99,766 2,226

Parker-Hannifin Corp. 89,975 4,184

The Stanley Works 72,000 2,124

Timken Co. 47,775 884

64,567

POLLUTION CONTROL - 0.1%

Allied Waste Industries, Inc. 142,200 871
(a)

Waste Management, Inc. 531,513 8,438

9,309

TOTAL INDUSTRIAL MACHINERY & 518,384
EQUIPMENT

MEDIA & LEISURE - 4.6%

BROADCASTING - 2.1%

CBS Corp. (a) 609,669 35,818

Clear Channel Communications, 270,700 19,490
Inc. (a)

Comcast Corp. Class A 734,100 29,410
(special) (a)

MediaOne Group, Inc. (a) 489,440 37,014

Time Warner, Inc. 1,028,798 92,528

214,260

ENTERTAINMENT - 1.2%

Carnival Corp. 523,600 13,025

Viacom, Inc. Class B 557,400 30,309
(non-vtg.) (a)

Walt Disney Co. 1,655,290 71,695

115,029

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

LEISURE DURABLES & TOYS - 0.2%

Brunswick Corp. 73,400 $ 1,408

Harley-Davidson, Inc. 242,000 9,635

Hasbro, Inc. 141,948 2,262

Mattel, Inc. 335,595 4,111

17,416

LODGING & GAMING - 0.1%

Harrah's Entertainment, Inc. 77,750 1,599
(a)

Hilton Hotels Corp. 296,960 2,524

Marriott International, Inc. 199,400 6,381
Class A

Mirage Resorts, Inc. (a) 155,300 3,164

13,668

PUBLISHING - 0.5%

American Greetings Corp. 61,760 1,119
Class A

Dow Jones & Co., Inc. 62,800 4,074

Gannett Co., Inc. 225,900 14,429

Harcourt General, Inc. 49,576 1,853

Knight-Ridder, Inc. 63,760 3,128

McGraw-Hill Companies, Inc. 161,400 8,474

Meredith Corp. 41,100 1,143

The New York Times Co. Class A 141,800 5,840

Times Mirror Co. Class A 17,400 1,698

Tribune Co. 190,060 7,389

49,147

RESTAURANTS - 0.5%

Darden Restaurants, Inc. 103,320 1,905

McDonald's Corp. 1,086,500 41,423

Tricon Global Restaurants, 121,432 4,144
Inc. (a)

Wendy's International, Inc. 96,400 2,157

49,629

TOTAL MEDIA & LEISURE 459,149

NONDURABLES - 5.0%

BEVERAGES - 1.9%

Adolph Coors Co. Class B 29,400 1,499

Anheuser-Busch Companies, 379,140 26,753
Inc.

Brown-Forman Corp. Class B 48,680 2,656

Coca-Cola Enterprises, Inc. 341,400 7,276

PepsiCo, Inc. 1,164,920 42,738

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

BEVERAGES - CONTINUED

Seagram Co. Ltd. 353,720 $ 18,596

The Coca-Cola Co. 1,975,780 92,985

192,503

FOODS - 1.1%

Archer-Daniels-Midland Co. 488,086 4,850

Bestfoods 223,640 11,238

Campbell Soup Co. 341,860 8,888

ConAgra, Inc. 395,400 7,463

General Mills, Inc. 241,540 8,786

H.J. Heinz Co. 284,400 9,670

Hershey Foods Corp. 111,220 5,047

Kellogg Co. 325,180 7,947

Nabisco Group Holdings Corp. 263,300 3,390

Quaker Oats Co. 107,400 7,001

Ralston Purina Co. 241,340 4,269

Sara Lee Corp. 742,800 11,142

Sysco Corp. 264,680 9,959

Wm. Wrigley Jr. Co. 92,980 6,729

106,379

HOUSEHOLD PRODUCTS - 1.6%

Avon Products, Inc. 193,740 8,040

Clorox Co. 189,140 6,951

Colgate-Palmolive Co. 465,840 26,611

Gillette Co. 857,820 31,739

International Flavors & 82,450 2,839
Fragrances, Inc.

Procter & Gamble Co. 1,052,120 62,733

Unilever NV (NY Shares) 457,646 20,851

159,764

TOBACCO - 0.4%

Philip Morris Companies, Inc. 1,892,180 41,391

UST, Inc. 136,800 2,052

43,443

TOTAL NONDURABLES 502,089

PRECIOUS METALS - 0.1%

Barrick Gold Corp. 327,700 5,510

Homestake Mining Co. 189,900 1,139

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

PRECIOUS METALS - CONTINUED

Newmont Mining Corp. 140,864 $ 3,302

Placer Dome, Inc. 276,100 2,228

12,179

RETAIL & WHOLESALE - 5.8%

APPAREL STORES - 0.4%

Gap, Inc. 681,515 25,046

The Limited, Inc. 173,081 7,821

TJX Companies, Inc. 250,500 4,806

37,673

DRUG STORES - 0.4%

CVS Corp. 313,420 13,634

Longs Drug Stores Corp. 31,340 729

Rite Aid Corp. 207,300 1,037

Walgreen Co. 804,760 22,634

38,034

GENERAL MERCHANDISE STORES -
2.9%

Consolidated Stores Corp. (a) 88,700 1,103

Costco Wholesale Corp. (a) 356,090 19,251

Dillards, Inc. Class A 83,360 1,162

Dollar General Corp. 211,418 4,836

Federated Department Stores, 168,500 5,729
Inc. (a)

JCPenney Co., Inc. 210,120 2,902

Kmart Corp. (a) 392,100 3,186

Kohls Corp. (a) 261,200 12,538

Nordstrom, Inc. 109,300 3,040

Sears, Roebuck & Co. 303,110 11,101

Target Corp. 350,800 23,350

The May Department Stores Co. 266,870 7,339

Wal-Mart Stores, Inc. 3,562,020 197,247

292,784

GROCERY STORES - 0.4%

Albertson's, Inc. 344,606 11,221

Great Atlantic & Pacific Tea, 30,850 565
Inc.

Kroger Co. (a) 677,000 12,567

Safeway, Inc. (a) 410,900 18,131

SUPERVALU, Inc. 100,700 2,083

Winn-Dixie Stores, Inc. 109,640 1,816

46,383

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.7%

Alberto-Culver Co. Class B 31,300 $ 739

Bed Bath & Beyond, Inc. (a) 112,300 4,120

Best Buy Co., Inc. (a) 163,500 13,203

Circuit City Stores, Inc. - 162,400 9,551
Circuit City Group

Home Depot, Inc. 1,841,169 103,221

IKON Office Solutions, Inc. 103,900 610

Lowe's Companies, Inc. 298,720 14,787

Office Depot, Inc. (a) 263,300 2,781

Staples, Inc. (a) 375,800 7,164

Tandy Corp. 154,664 8,816

Toys 'R' Us, Inc. (a) 191,925 2,927

167,919

TOTAL RETAIL & WHOLESALE 582,793

SERVICES - 0.5%

ADVERTISING - 0.3%

Interpublic Group of 224,400 9,200
Companies, Inc.

Omnicom Group, Inc. 141,900 12,922

Young & Rubicam, Inc. 55,700 3,102

25,224

LEASING & RENTAL - 0.0%

Ryder System, Inc. 65,200 1,447

PRINTING - 0.0%

Deluxe Corp. 66,300 1,670

R.R. Donnelley & Sons Co. 109,320 2,323

3,993

SERVICES - 0.2%

Cendant Corp. (a) 566,549 8,746

Dun & Bradstreet Corp. 128,620 3,875

Ecolab, Inc. 97,100 3,793

H&R Block, Inc. 79,480 3,323

Jostens, Inc. 19,700 486

National Service Industries, 32,500 699
Inc.

20,922

TOTAL SERVICES 51,586

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - 32.1%

COMMUNICATIONS EQUIPMENT - 7.7%

3Com Corp. (a) 276,300 $ 10,897

ADC Telecommunications, Inc. 241,800 14,689
(a)

Andrew Corp. (a) 67,812 1,996

Cabletron Systems, Inc. (a) 145,400 3,326

Cisco Systems, Inc. (a) 5,473,900 379,495

Comverse Technology, Inc. (a) 119,600 10,667

Corning, Inc. 219,240 43,300

Lucent Technologies, Inc. 2,550,310 158,597

Nortel Networks Corp. 1,155,180 130,590

Tellabs, Inc. (a) 323,200 17,715

771,272

COMPUTER SERVICES & SOFTWARE
- 8.5%

Adobe Systems, Inc. 95,900 11,598

America Online, Inc. (a) 1,824,700 109,140

Autodesk, Inc. 47,740 1,832

Automatic Data Processing, 503,240 27,081
Inc.

BMC Software, Inc. (a) 195,100 9,133

Ceridian Corp. (a) 113,700 2,466

Citrix Systems, Inc. (a) 144,300 8,811

Computer Associates 433,887 24,216
International, Inc.

Computer Sciences Corp. (a) 133,800 10,913

Compuware Corp. (a) 288,100 3,619

Electronic Data Systems Corp. 376,500 25,884

Equifax, Inc. 114,600 2,801

First Data Corp. 335,100 16,315

IMS Health, Inc. 246,240 4,201

Microsoft Corp. (a) 4,163,300 290,390

NCR Corp. (a) 77,700 3,001

Novell, Inc. (a) 265,300 5,207

Oracle Corp. (a) 2,257,800 180,483

Parametric Technology Corp. 216,800 1,768
(a)

Paychex, Inc. 197,600 10,399

PeopleSoft, Inc. (a) 212,400 2,960

Sabre Holdings Corp. Class A 86,169 3,011

Shared Medical Systems Corp. 21,400 887

Unisys Corp. (a) 249,500 5,785

VERITAS Software Corp. (a) 317,700 34,078

Yahoo!, Inc. (a) 421,000 54,835

850,814

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- 7.3%

Adaptec, Inc. (a) 82,200 $ 2,219

Apple Computer, Inc. (a) 129,550 16,072

Compaq Computer Corp. 1,360,304 39,789

Dell Computer Corp. (a) 2,045,500 102,531

EMC Corp. (a) 814,850 113,213

Gateway, Inc. (a) 254,800 14,078

Hewlett-Packard Co. 804,820 108,651

International Business 1,442,480 161,017
Machines Corp.

Lexmark International Group, 102,800 12,130
Inc. Class A (a)

Network Appliance, Inc. (a) 245,300 18,137

Pitney Bowes, Inc. 213,580 8,730

Seagate Technology, Inc. (a) 167,700 8,521

Silicon Graphics, Inc. (a) 148,000 1,064

Sun Microsystems, Inc. (a) 1,257,600 115,621

Xerox Corp. 534,800 14,139

735,912

ELECTRONIC INSTRUMENTS - 1.0%

Applied Materials, Inc. (a) 609,800 62,085

KLA-Tencor Corp. (a) 145,800 10,917

PE Corp. - Biosystems Group 165,900 9,954

PerkinElmer, Inc. 36,020 1,972

Tektronix, Inc. 37,800 2,188

Teradyne, Inc. (a) 137,800 15,158

Thermo Electron Corp. (a) 130,800 2,534

104,808

ELECTRONICS - 7.5%

Advanced Micro Devices, Inc. 119,400 10,477
(a)

Altera Corp. (a) 162,000 16,565

Analog Devices, Inc. (a) 281,400 21,615

Conexant Systems, Inc. (a) 174,200 10,430

Intel Corp. 2,673,140 338,988

Linear Technology Corp. 259,400 14,818

LSI Logic Corp. (a) 240,000 15,000

Micron Technology, Inc. (a) 217,500 30,287

Molex, Inc. 158,350 8,699

Motorola, Inc. 567,660 67,587

National Semiconductor Corp. 138,800 8,432
(a)

Solectron Corp. (a) 473,900 22,184

Texas Instruments, Inc. 645,940 105,207

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Tyco International Ltd. 1,352,604 $ 62,135

Xilinx, Inc. (a) 257,300 18,847

751,271

PHOTOGRAPHIC EQUIPMENT - 0.1%

Eastman Kodak Co. 252,370 14,117

Polaroid Corp. 35,640 719

14,836

TOTAL TECHNOLOGY 3,228,913

TRANSPORTATION - 0.6%

AIR TRANSPORTATION - 0.2%

AMR Corp. 118,440 4,034

Delta Air Lines, Inc. 103,260 5,447

Southwest Airlines Co. 403,387 8,748

US Airways Group, Inc. (a) 57,100 1,588

19,817

RAILROADS - 0.3%

Burlington Northern Santa Fe 365,429 8,816
Corp.

CSX Corp. 174,572 3,655

Kansas City Southern 88,400 6,354
Industries, Inc.

Norfolk Southern Corp. 297,620 5,246

Union Pacific Corp. 198,740 8,372

32,443

TRUCKING & FREIGHT - 0.1%

FedEx Corp. (a) 250,160 9,428

TOTAL TRANSPORTATION 61,688

UTILITIES - 10.2%

CELLULAR - 1.5%

ALLTEL Corp. 251,000 16,723

Nextel Communications, Inc. 291,400 31,890
Class A (a)

QUALCOMM, Inc. (a) 590,500 64,032

Sprint Corp. - PCS Group 689,190 37,905
Series 1 (a)

150,550

ELECTRIC UTILITY - 1.7%

AES Corp. (a) 169,200 15,217

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

Ameren Corp. 103,300 $ 3,790

American Electric Power Co., 165,800 6,072
Inc.

Carolina Power & Light Co. 101,700 3,718

Central & South West Corp. 171,280 3,715

Cinergy Corp. 118,817 3,178

CMS Energy Corp. 94,800 1,801

Consolidated Edison, Inc. 187,600 6,601

Constellation Energy Corp. 113,450 3,751

Dominion Resources, Inc. 198,869 8,949

DTE Energy Co. 116,800 3,811

Duke Energy Corp. 298,550 17,167

Edison International 296,800 5,658

Entergy Corp. 202,000 5,138

FirstEnergy Corp. 171,300 4,357

Florida Progress Corp. 83,000 4,067

FPL Group, Inc. 148,900 6,728

GPU, Inc. 110,600 3,104

New Century Energies, Inc. 83,700 2,731

Niagara Mohawk Holdings, Inc. 101,100 1,403
(a)

Northern States Power Co. 91,020 1,985

PECO Energy Co. 157,100 6,549

PG&E Corp. 317,100 8,225

Pinnacle West Capital Corp. 70,800 2,487

PPL Corp. 107,120 2,557

Public Service Enterprise 185,500 6,655
Group, Inc.

Reliant Energy, Inc. 217,525 5,792

Southern Co. 552,800 13,785

Texas Utilities Co. 231,038 7,783

Unicom Corp. 182,500 7,254

174,028

GAS - 0.7%

Columbia Energy Group 64,980 4,077

Eastern Enterprises Co. 21,600 1,315

El Paso Energy Corp. 182,560 7,759

Enron Corp. 572,280 39,881

NICOR, Inc. 37,640 1,275

ONEOK, Inc. 24,724 624

Peoples Energy Corp. 28,400 882

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

GAS - CONTINUED

Sempra Energy 150,102 $ 2,786

Williams Companies, Inc. 347,700 12,974

71,573

TELEPHONE SERVICES - 6.3%

AT&T Corp. 2,556,294 119,347

Bell Atlantic Corp. 1,242,746 73,633

BellSouth Corp. 1,506,580 73,352

CenturyTel, Inc. 113,400 2,778

Global Crossing Ltd. (a) 608,279 19,161

GTE Corp. 777,980 52,708

MCI WorldCom, Inc. (a) 2,271,278 103,201

SBC Communications, Inc. 2,729,539 119,588

Sprint Corp. - FON Group 697,980 42,926

U.S. WEST, Inc. 404,896 28,824

635,518

TOTAL UTILITIES 1,031,669

TOTAL COMMON STOCKS 9,882,226
(Cost $6,301,102)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
U.S. TREASURY OBLIGATIONS -
1.8%

PRINCIPAL AMOUNT (000S)

U.S. Treasury Bills, yield at $ 183,244 181,858
date of purchase 5% to 5.78%
5/4/00 to 7/20/00 (c) (Cost
$181,793)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CASH EQUIVALENTS - 2.2%

SHARES VALUE (NOTE 1) (000S)

Bankers Trust Institutional 222,289,548 $ 222,290
Daily Asset Fund, 6.11% (b)
(Cost $222,290)

TOTAL INVESTMENT PORTFOLIO - 10,286,374
102.2%
(Cost $6,705,185)

NET OTHER ASSETS - (2.2)% (217,108)

NET ASSETS - 100% $ 10,069,266

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FUTURES CONTRACTS

EXPIRATION DATE UNDERLYING FACE AMOUNT AT UNREALIZED GAIN/LOSS (000S)
VALUE (000S)

PURCHASED

520 S&P 500 Stock Index June 2000 $ 189,800 $ 6,994
Contracts

THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF NET ASSETS - 1.9%

</TABLE>

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Security or a portion of the security was pledged to cover margin
requirements for futures contracts. At the period end, the value of
securities pledged amounted to $10,106,000.

INCOME TAX INFORMATION

At April 30, 2000, the aggregate cost of investment securities for
income tax purposes was $6,719,072,000. Net unrealized appreciation
aggregated $3,567,302,000, of which $4,196,203,000 related to
appreciated investment securities and $628,901,000 related to
depreciated investment securities.

The fund hereby designates approximately $61,339,000 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 AMOUNTS) APRIL 30, 2000

ASSETS

Investment in securities, at $ 10,286,374
value (cost $6,705,185) -
See accompanying schedule

Cash 164

Receivable for investments 1,604
sold

Receivable for fund shares 6,350
sold

Dividends receivable 7,839

Redemption fees receivable 3

Other receivables 12

TOTAL ASSETS 10,302,346

LIABILITIES

Payable for investments $ 746
purchased

Payable for fund shares 7,506
redeemed

Accrued management fee 303

Payable for daily variation 941
on futures contracts

Other payables and accrued 1,294
expenses

Collateral on securities 222,290
loaned, at value

TOTAL LIABILITIES 233,080

NET ASSETS $ 10,069,266

Net Assets consist of:

Paid in capital $ 6,506,622

Undistributed net investment 35,283
income

Accumulated undistributed net (60,822)
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 3,588,183
(depreciation) on investments

NET ASSETS, for 100,635 $ 10,069,266
shares outstanding

NET ASSET VALUE, offering $100.06
price and redemption price
per share ($10,069,266
(divided by) 100,635 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS

YEAR ENDED APRIL 30, 2000

INVESTMENT INCOME $ 118,056
Dividends

Interest 6,663

Security lending 1,038

125,757

Less foreign taxes withheld (1,092)

TOTAL INCOME 124,665

EXPENSES

Management and sub-advisory $ 22,941
fee

Transfer agent fees 11,723

Accounting fees 941

Non-interested trustees' 28
compensation

Registration fees 538

Audit 82

Legal 93

Interest 4

Miscellaneous 124

Total expenses before 36,474
reductions

Expense reductions (18,383) 18,091

NET INVESTMENT INCOME 106,574

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

Investment securities (14,706)

Foreign currency transactions 10

Futures contracts 14,376 (320)

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 798,645

Futures contracts 4,842 803,487

NET GAIN (LOSS) 803,167

NET INCREASE (DECREASE) IN $ 909,741
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS YEAR ENDED APRIL 30, 2000 YEAR ENDED APRIL 30, 1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 106,574 $ 85,075
income

Net realized gain (loss) (320) 14,536

Change in net unrealized 803,487 1,297,427
appreciation (depreciation)

NET INCREASE (DECREASE) IN 909,741 1,397,038
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (117,819) (60,685)
From net investment income

From net realized gain (8,624) (118,649)

In excess of net realized (60,385) -
gain

TOTAL DISTRIBUTIONS (186,828) (179,334)

Share transactions Net 3,360,364 3,521,757
proceeds from sales of shares

Reinvestment of distributions 175,991 174,440

Cost of shares redeemed (2,859,543) (1,683,409)

NET INCREASE (DECREASE) IN 676,812 2,012,788
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 1,132 1,183

TOTAL INCREASE (DECREASE) 1,400,857 3,231,675
IN NET ASSETS

NET ASSETS

Beginning of period 8,668,409 5,436,734

End of period (including $ 10,069,266 $ 8,668,409
undistributed net investment
income of $35,283 and
$48,566, respectively)

OTHER INFORMATION
Shares

Sold 35,297 43,316

Issued in reinvestment of 1,844 2,241
distributions

Redeemed (29,870) (21,236)

Net increase (decrease) 7,271 24,321

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FINANCIAL HIGHLIGHTS

YEARS ENDED APRIL 30, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

Net asset value, beginning $ 92.85 $ 78.74 $ 57.82 $ 48.22 $ 38.32
of period

Income from Investment
Operations

Net investment income 1.07 B 1.05 B 1.11 B .95 B .92

Net realized and unrealized 8.02 15.52 21.92 10.58 10.32
gain (loss)

Total from investment 9.09 16.57 23.03 11.53 11.24
operations

Less Distributions

From net investment income (1.19) (.79) (.75) (.90) (.99)

From net realized gain (.09) (1.68) (1.38) (1.05) (.37)

In excess of net realized (.61) - - - -
gain

Total distributions (1.89) (2.47) (2.13) (1.95) (1.36)

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

Net asset value, end of $ 100.06 $ 92.85 $ 78.74 $ 57.82 $ 48.22
period

TOTAL RETURN A 9.91% 21.68% 40.74% 24.58% 29.83%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 10,069 $ 8,668 $ 5,437 $ 2,300 $ 1,011
(in millions)

Ratio of expenses to average .19% C .19% C .19% C .44% C .45%
net assets

Ratio of net investment 1.12% 1.30% 1.61% 1.82% 2.11%
income to average net assets

Portfolio turnover rate 8% 4% 6% 6% 5%

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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, 2000

1. SIGNIFICANT ACCOUNTING POLICIES.

Spartan 500 Index Fund (the fund) (formerly Spartan Market Index Fund)
is a fund of Fidelity Commonwealth Trust (the trust) and is authorized
to issue an unlimited number of shares. The trust is registered under
the Investment Company Act of 1940, as amended, 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

INCOME TAXES - CONTINUED

information regarding income taxes under the caption "Income Tax
Information."

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 futures transactions, market discount and losses
deferred due to wash sales and excise tax regulations. The fund also
utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for
income tax purposes.

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. The fund may use futures contracts to manage its
exposure to the stock market and to fluctuations in currency values.
Buying futures tends to increase the fund's exposure to the underlying
instrument, while selling futures tends to decrease the fund's
exposure to the underlying instrument or hedge other fund investments.
Futures contracts involve, to varying degrees, risk of loss in excess
of the futures variation margin reflected in the Statement of Assets
and Liabilities. The underlying face amount at value of any open
futures contracts at period end is shown in the schedule of
investments under the caption "Futures Contracts." This amount
reflects each contract's exposure to the underlying instrument at
period end. Losses may arise from changes in the value of the
underlying instruments or if the counterparties do not perform under
the contracts' terms. Gains (losses) are realized upon the expiration
or closing of the futures contracts. Futures contracts are valued at
the settlement price established each day by the board of trade or
exchange on which they are traded.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $1,365,575,000 and $726,876,000, respectively.

The market value of futures contracts opened and closed during the
period amounted to $2,045,453,000 and $2,081,026,000, 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 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. Prior to October 1, 1999, the sub-advisory fee included fees
for securities lending. Under this arrangement the fund paid Bankers
Trust fees equal to 40% of net income from the fund's securities
lending program. For the period, the fund paid Bankers Trust $152,000
under this arrangement.

Effective October 1, 1999 the fund entered into a separate securities
lending agreement with Bankers Trust. Under the new securities lending
agreement the fund receives at least 70% of net income from the
securities lending program. Bankers Trust will retain no more than 30%
of net income under this agreement. For the period, Bankers Trust
retained $282,000. In addition, shareholders approved a
"manager-of-managers" arrangement, which will allow FMR, with the
approval of the Board of Trustees to hire, terminate,

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

SUB-ADVISER FEE - CONTINUED

or replace sub-advisers, and to modify material terms and conditions
of the sub-advisory agreement (including the fees payable thereunder)
for the fund without shareholders approval. The implementation of this
"manager-of-managers" structure, however, is pending an exemptive
order from the SEC.

On March 11, 1999, Bankers Trust announced that it had reached an
agreement with the United States Attorney's Office in the Southern
District of New York 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 and
agreed to pay a $60 million fine to federal authorities. On July 26,
1999, Bankers Trust was formally sentenced in United States District
Court to pay the $60 million fine. Separately, Bankers Trust has
agreed to pay a $3.5 million fine to the State of New York. The events
leading up to the guilty plea and formal sentence did not arise out of
the investment advisory or mutual fund management activities of
Bankers Trust or its affiliates.

As a result of the plea and subsequent sentence, absent an order from
the Securities and Exchange Commission (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.

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. SECURITY LENDING.

5. SECURITY LENDING - CONTINUED

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. If the borrower defaults on its obligation to
return the securities loaned because of insolvency or other reasons,
the fund could experience delays and costs in recovering the
securities loaned or in gaining access to the collateral. At period
end, the value of the securities loaned amounted to $216,308,000. The
fund received cash collateral of $222,290,000 which was invested in
cash equivalents.

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 balance during the period for which
loans were outstanding amounted to $13,458,000. The weighted average
interest rate was 5.98%.

7. EXPENSE REDUCTIONS.

FMR voluntarily agreed to reimburse the fund's operating expenses
(excluding interest, taxes, certain securities lending fees, brokerage
commissions and extraordinary expenses, if any) above an annual rate
of .19% of average net assets. For the period, the reimbursement
reduced the expenses by $18,276,000.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $76,000 and $31,000, respectively, under these arrangements.

INDEPENDENT AUDITORS' REPORT

To the Trustees of Fidelity Commonwealth Trust and Shareholders of
Spartan 500 Index Fund (formerly Spartan Market Index Fund):

We have audited the accompanying statement of assets and liabilities
of Spartan 500 Index Fund (the fund) (formerly Spartan Market Index
Fund), a series of Fidelity Commonwealth Trust (the Trust), including
the portfolio of investments, as of April 30, 2000, and the related
statement of operations for the year then ended, the statement of
changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is
to express an opinion on these financial statements and financial
highlights based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. 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 dis-
closures in the financial statements. Our procedures included
confirmation of securities owned as of April 30, 2000, 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 audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Spartan 500 Index Fund as of April 30, 2000, the
results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and its
financial highlights for each of the five years in the period then
ended, in conformity with accounting principles generally accepted in
the United States of America .

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 2, 2000

DISTRIBUTIONS

A total of 80% 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 2001 of amounts for use
in preparing 2000 income tax returns.

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
Robert A. Dwight, Treasurer
Matthew N. Karstetter, Deputy Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Ned C. Launtenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

ADVISORY BOARD
J. Michael Cook
Abigail P. Johnson

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

SMI-ANN-0600 103984
1.703008.102

CUSTODIAN
Bankers Trust Company
New York, New York
FIDELITY'S INDEX FUNDS
Four-In-One Index Fund
Spartan(registered trademark) Extended Market Index Fund
Spartan International Index Fund
Spartan 500 Index Fund
Spartan Total Market Index Fund

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