FIDELITY COMMONWEALTH TRUST
N-30D, 2001-01-11
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Fidelity®

Intermediate Bond

Fund

Semiannual Report

October 31, 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

29

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

Notes

33

Notes to the financial statements.

To reduce expenses, only one copy of most financial reports and prospectuses may be mailed to households, even if more than one person in the household has an account in the fund. Call Fidelity at 1-800-544-8544 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, contact Fidelity in writing at P.O. Box 5000, Cincinnati, OH 45273-8692.

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.

(Recycle graphic)   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.

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

A sixth-straight year of double-digit positive returns for the Dow Jones Industrial Average, NASDAQ and S&P 500® could be in jeopardy unless the U.S. stock market shows marked improvement in the final two months of 2000. Through October, all three indexes had negative year-to-date returns. On the other hand, most fixed-income sectors were solidly in the black. Treasuries and other long-term government securities led the way, returning nearly 14%.

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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended October 31, 2000

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity Intermediate Bond

5.13%

6.57%

31.51%

99.07%

LB Int Govt/Credit Bond

5.34%

6.46%

33.43%

102.72%

Short-Intermediate Investment Grade Debt Funds Average

4.34%

5.69%

29.18%

89.40%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Lehman Brothers Intermediate Government/Credit 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 six months average represents a peer group of 128 mutual funds. These benchmarks reflect reinvestment of dividends and capital gains, if any, and exclude the effect of sales charges.

Average Annual Total Returns

Periods ended October 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity Intermediate Bond

6.57%

5.63%

7.13%

LB Int Govt/Credit Bond

6.46%

5.94%

7.32%

Short-Intermediate Investment Grade Debt
Funds Average

5.69%

5.25%

6.59%

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.)

Semiannual Report

Performance - continued

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Intermediate Bond Fund on October 31, 1990. As the chart shows, by October 31, 2000, the value of the investment would have grown to $19,907 - a 99.07% increase on the initial investment. For comparison, look at how the Lehman Brothers Intermediate Government/Credit Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $20,272 - a 102.72% increase.

Understanding
Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

Semiannual Report

Performance - continued

Total Return Components

Six months ended October 31,

Years ended April 30,

2000

2000

1999

1998

1997

1996

Dividend returns

3.37%

6.17%

6.13%

6.69%

6.61%

6.65%

Capital returns

1.76%

-4.73%

-0.10%

2.01%

-0.59%

0.20%

Total returns

5.13%

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 October 31, 2000

Past 1
month

Past 6
months

Past 1
year

Dividends per share

5.41¢

31.96¢

63.24¢

Annualized dividend rate

6.46%

6.50%

6.48%

30-day annualized yield

6.69%

-

-

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 $9.86 over the past one month, $9.76 over the past six months and $9.76 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.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

Strong technical factors in the market helped most investment-grade bonds overcome unusually volatile market conditions, enabling them to handily outperform most major U.S. equity indexes during the six-month period that ended October 31, 2000. The Lehman Brothers Aggregate Bond Index - a popular measure of taxable-bond performance - returned 5.80% during this time frame. Treasuries continued their hot streak from the beginning of 2000 thanks to a swelling federal surplus and the U.S. government's decision to buy back increasingly larger amounts of outstanding long-term debt. Anticipation that the Fed was finished raising interest rates following a half-point hike in May, combined with persistent flights-to-safety from risk-averse investors concerned about volatility in equity markets, further bolstered the long bond, helping the Lehman Brothers Treasury Index return 5.50% during the period. Mortgage and agency securities rallied back from their period lows in May to post formidable six-month returns. Discount mortgages were boosted by higher-than-normal prepayment activity supported by a strong housing market. Agencies staged a comeback behind reduced political risk surrounding government-sponsored enterprises. During the past six months, the Lehman Brothers Mortgage-Backed Securities and U.S. Agency indexes returned 6.24% and 6.08%, respectively. The corporate sector was the worst-performing segment of the market, plagued by deteriorating credit conditions and growing supply pressures. The Lehman Brothers Credit Bond Index posted a 5.37% return during the six-month period.

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

Q. How did the fund perform, Ford?

A. For the six-month period that ended October 31, 2000, the fund posted a total return of 5.13%, topping the intermediate investment grade debt funds average tracked by Lipper Inc., which returned 4.34%. The Lehman Brothers Intermediate Government/Credit Bond Index returned 5.34% during the same period. For the 12 months that ended October 31, 2000, the fund returned 6.57%, outpacing both the Lipper average and Lehman Brothers index, which returned 5.69% and 6.46%, respectively.

Q. What factors influenced the fund's performance during the six-month period?

A. Favorable sector allocation and security selection were the biggest factors. Assuming a more defensive posture by way of further diversification was a key strategy given the extreme volatility that plagued the bond market during the past six months. With "negative event risk" threatening the credit quality of many corporate bonds during the period, I chose to reposition the fund in higher-quality, shorter-term issues, which suffered the least. This move helped mitigate the effects of our overweighting in corporates relative to the index. While we were able to avoid most of the major blow-ups in the sector during the period, the exposure we did have detracted from relative performance. Although underweighted in Treasuries, we owned longer-dated securities than the Lehman Brothers benchmark, which helped as the prices of these issues jumped in response to the U.S. Treasury's decision to reduce both outstanding and new issue supply of long-term debt. We also benefited by owning some callable Treasuries, which offered us the combination of a higher yield, as well as some price appreciation when the government surprisingly included these bonds in its buyback campaign. Unfortunately, much of what we gained in Treasuries, we gave back by underweighting agencies, a sector that rebounded nicely during the period. The political risk faced by dominant issuers Fannie Mae and Freddie Mac potentially losing their implicit government backing weighed heavily on the sector early on. Since we had little insight into how that outcome would be decided, I felt it prudent to remain underweighted in agencies, while pursuing more attractive opportunities elsewhere.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What was behind the fund's success relative to its peers?

A. A combination of factors led to the fund's success relative to its peers. First off, I believe many of our peers were more highly concentrated in some of the benchmark's largest issuers, which left them more heavily exposed to some of the enormous credit blowups that marked the six-month period. Second, the fund had an insignificant amount of poorly performing non-investment-grade debt, which also boosted relative returns. Finally, having a slightly longer duration - a measure of how sensitive the fund's share price is to changing interest rates - than some of our competitors helped in light of the unique technical backdrop painted by the Treasury buybacks. Under normal circumstances when the Federal Reserve Board is raising interest rates, it's appropriate to be shorter than the index. So basically, anyone who followed conventional wisdom got hurt.

Q. How did some of your other strategies play out for the fund?

A. Having exposure to a few of the bright spots within corporates, namely energy, entertainment and even tobacco, helped offset some of our losses. Although we were heavily invested in telecommunications, our strategy of overweighting strong performing European issuers at the expense of U.S. carriers paid off. An out-of-benchmark position in discount mortgages also worked out nicely for us, as we benefited from a pick-up in prepayment activity related to strong housing turnover. Allocating some assets to high-quality asset-backed and commercial mortgage-backed securities provided the fund with some stability, which was important in a declining credit environment. Their yield spreads widened somewhat during the period, but not enough to fully neutralize the yield advantage they offered relative to Treasuries.

Q. What's your outlook?

A. I remain cautious. We're at a crossroads in that the debt markets are anticipating a significant economic downturn, which is not supported by current economic data. So, given this uncertainty, I believe it's prudent to err on the side of caution, which leads to a very diversified portfolio in terms of sectors as well as individual names. I feel the fund should remain overweighted in the spread sectors, which currently offer historically attractive value opportunities, but it should remain defensively positioned.

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 October 31, 2000, more than $3.3 billion

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

3

Ford O'Neil on compelling value in today's credit markets:

"The spread sectors are as cheap as they've ever been, especially in light of today's strong economic environment. To begin with, corporates are an extraordinarily cheap sector, with the widest spreads seen in over a decade - double the levels we had at the height of the global economic crisis in 1998. Again, since we feel the economy, although slowing, is not heading toward a severe economic recession, corporates are all the more attractive on a historical basis. Turning to mortgages, one would think that with spreads where they are today, we'd be seeing a refinancing wave coming around the corner. Maybe so, but I certainly don't see that happening any time soon, particularly given the fact that mortgage rates remain approximately 1% above the yield levels that triggered the refinancing wave that hit toward the end of 1998 and beginning of 1999. Finally, agency yield spreads relative to Treasuries hit their widest levels in May at the height of the political controversy surrounding government-sponsored enterprises (GSEs), such as Fannie Mae and Freddie Mac. Although agency spreads tightened a bit toward the end of the six-month period when legislation stalled, they still remain attractive, albeit less so than the corporate and mortgage markets. After the presidential election, legislation could pick up again, which could cause problems for agencies in their quest to possibly replace Treasuries as the benchmark issue. Even though I still view agencies as a core position, I intend to maintain a slight underweighting in the sector overall."

Semiannual Report

Fund Talk: The Manager's Overview - continued

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.

Semiannual Report

Investment Changes

Quality Diversification as of October 31, 2000

(Moody's Ratings)

% of fund's investments

% of fund's investments
6 months ago

Aaa

38.3

38.2

Aa

8.2

5.6

A

22.2

22.6

Baa

25.3

29.8

Ba and Below

0.6

1.0

Not Rated

1.0

1.1

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ® ratings.

Average Years to Maturity as of October 31, 2000

6 months ago

Years

6.1

5.6

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 October 31, 2000

6 months ago

Years

3.5

3.5

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Asset Allocation (% of fund's net assets)

As of October 31, 2000 *

As of April 30, 2000 **

Corporate Bonds 49.7%

Corporate Bonds 51.8%

U.S. Government and Government Agency Obligations 28.7%

U.S. Government and Government Agency Obligations 29.3%

Asset-Backed
Securities 9.1%

Asset-Backed
Securities 9.3%

CMOs and Other Mortgage Related Securities 5.0%

CMOs and Other Mortgage Related Securities 4.0%

Other Investments 4.4%

Other Investments 4.3%

Short-Term
Investments and
Net Other Assets 3.1%

Short-Term
Investments and
Net Other Assets 1.3%

* Foreign investments

15.2%

** Foreign investments

13.8%



Semiannual Report

Investments October 31, 2000

(Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 49.7%

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

Baa2

$ 10,000

$ 10,116

BASIC INDUSTRIES - 1.3%

Chemicals & Plastics - 0.5%

Pharmacia Corp. 5.75% 12/1/05

A1

16,000

15,149

Paper & Forest Products - 0.8%

Abitibi-Consolidated, Inc. yankee:

8.3% 8/1/05

Baa3

3,380

3,417

8.55% 8/1/10

Baa3

12,285

12,114

Fort James Corp.:

6.5% 9/15/02

Baa2

11,950

11,767

6.625% 9/15/04

Baa2

525

500

27,798

TOTAL BASIC INDUSTRIES

42,947

CONSTRUCTION & REAL ESTATE - 1.7%

Real Estate - 0.7%

Arden Realty LP 8.875% 3/1/05

Baa3

4,365

4,446

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

6,060

5,885

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

11,700

11,422

21,753

Real Estate Investment Trusts - 1.0%

Avalonbay Communities, Inc.:

6.58% 2/15/04

Baa1

6,635

6,465

8.25% 7/15/08

Baa1

6,500

6,605

CenterPoint Properties Trust 7.125% 3/15/04

Baa2

9,000

8,768

Equity Office Properties Trust:

6.5% 1/15/04

Baa1

3,125

3,030

6.763% 6/15/07

Baa1

4,700

4,410

Spieker Properties LP 6.8% 5/1/04

Baa2

4,705

4,575

33,853

TOTAL CONSTRUCTION & REAL ESTATE

55,606

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

DURABLES - 1.2%

Autos, Tires, & Accessories - 0.7%

Daimler-Chrysler North America Holding Corp. 7.4% 1/20/05

A1

$ 12,500

$ 12,535

Enron Corp. Series A, 8.375% 5/23/05

Baa1

8,915

9,273

21,808

Textiles & Apparel - 0.5%

Jones Apparel Group, Inc./Jones Apparel Group Hldgs., Inc./Jones Apparel Group USA, Inc. 6.25% 10/1/01

Baa2

5,500

5,384

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

12,580

11,617

17,001

TOTAL DURABLES

38,809

ENERGY - 2.0%

Energy Services - 0.5%

Baker Hughes, Inc. 5.8% 2/15/03

A2

7,800

7,583

Petroliam Nasional BHD (Petronas) yankee 7.125% 10/18/06 (c)

Baa2

9,300

8,868

16,451

Oil & Gas - 1.5%

Canada Occidental Petroleum Ltd. 7.125% 2/4/04

Baa2

13,450

13,279

Occidental Petroleum Corp. 6.35% 11/9/00

Baa3

5,000

5,000

Phillips Petroleum Co. 8.5% 5/25/05

Baa2

3,500

3,688

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (c)

Baa3

9,700

9,291

The Coastal Corp. 6.2% 5/15/04

Baa2

8,500

8,251

Union Pacific Resources Group, Inc. 7% 10/15/06

Baa1

10,000

9,918

49,427

TOTAL ENERGY

65,878

FINANCE - 25.9%

Banks - 10.2%

Australia & New Zealand Banking Group Ltd. yankee 6.25% 2/1/04

A1

15,995

15,569

Banc One Corp. 7.6% 5/1/07

A1

10,000

9,944

Bank of America Corp. 7.875% 5/16/05

Aa2

8,750

8,986

Bank of Montreal 6.1% 9/15/05

A1

3,000

2,857

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. 6.625% 6/15/03

A1

$ 7,200

$ 7,152

Bank One Capital III 8.75% 9/1/30

Aa3

12,000

11,717

Bank One Corp. 7.625% 8/1/05

Aa3

2,000

2,023

BankAmerica Corp. 5.75% 3/1/04

Aa2

5,000

4,807

BanPonce Financial Corp. 6.75% 8/9/01

A3

3,850

3,839

Barclays Bank PLC yankee 8.55%
9/29/49 (b)(c)

Aa2

6,000

6,041

Capital One Bank:

6.375% 2/15/03

Baa2

9,860

9,568

6.48% 6/28/02

Baa2

7,975

7,778

6.65% 3/15/04

Baa3

12,500

11,983

Chase Manhattan Corp.:

5.75% 4/15/04

Aa3

7,200

6,912

6.375% 4/1/08

A1

3,500

3,286

7.25% 6/1/07

A1

6,303

6,266

Crestar Finanical Corp. 8.75% 11/15/04

A2

7,100

7,453

Den Danske Bank AS 6.375% 6/15/08 (c)(d)

A1

15,800

15,089

First Chicago Corp. 6.3% 11/1/01

Aa3

2,000

1,989

First National Boston Corp. 7.375% 9/15/06

A2

4,950

4,950

First Security Corp.:

5.875% 11/1/03

Aa2

1,750

1,686

7.5% 9/1/02

Aa3

5,300

5,300

First Tennessee National Corp. 6.75%
11/15/05

A3

7,020

6,839

Firstar Bank, Milwaukee 6.25% 12/1/02

Aa3

2,500

2,462

FleetBoston Financial Corp. 7.25% 9/15/05

A2

8,450

8,468

Kansallis-Osake-Pankki (NY Branch) yankee
10% 5/1/02

A1

17,415

18,083

Key Bank NA 5.8% 4/1/04

Aa3

7,000

6,669

Korea Development Bank 7.375% 9/17/04

Baa2

7,890

7,705

MBNA Corp. 6.34% 6/2/03

Baa2

2,900

2,800

Mellon Financial Co. 9.25% 8/15/01

A2

4,000

4,059

Merita Bank Ltd. yankee 6.5% 1/15/06

A1

12,000

11,531

Midland Bank PLC 8.625% 12/15/04

Aa3

9,750

10,275

National Australia Bank Ltd.:

yankee 6.4% 12/10/07 (d)

A1

9,875

9,585

yankee 6.6% 12/10/07

A1

10,000

9,428

NationsBank Corp. 6.5% 8/15/03

Aa3

4,000

3,953

Norwest Corp. 6.5% 6/1/05

Aa2

5,000

4,870

Popular, Inc. 6.2% 4/30/01

A3

7,545

7,504

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

FINANCE - continued

Banks - continued

Providian National Bank:

6.25% 5/7/01

Baa3

$ 8,875

$ 8,814

6.75% 3/15/02

Baa3

3,425

3,380

Royal Bank of Scotland Group PLC 9.118% 3/31/49

A1

20,205

21,046

State Street Corp. 7.65% 6/15/10

A1

3,000

3,059

Swiss Bank Corp. 6.75% 7/15/05

Aa2

4,000

3,933

Union Planters Corp. 6.75% 11/1/05

Baa2

9,000

8,661

Wachovia Corp. 6.925% 10/15/03

Aa3

17,750

17,717

Wells Fargo & Co. 7.2% 5/1/03

Aa2

2,250

2,265

338,301

Credit & Other Finance - 10.2%

Abbey National Capital Trust I 8.963% 12/29/49 (d)

Aa3

4,050

4,034

Aristar, Inc. 6% 5/15/02

A3

11,200

11,010

Associates Corp. of North America:

5.8% 4/20/04

A1

6,750

6,484

6% 4/15/03

A1

6,910

6,758

CIT Group Holdings, Inc. 6.5% 6/14/02

A1

6,100

6,005

CIT Group, Inc. 7.375% 3/15/03

A1

1,700

1,703

Citigroup, Inc.:

7.25% 10/1/10

Aa3

15,000

14,881

9.5% 3/1/02

Aa2

2,000

2,065

Countrywide Funding Corp. 6.45% 2/27/03

A3

15,900

15,682

Duke Capital Corp. 7.5% 10/1/09

A3

14,500

14,582

Edison Mission Energy Funding Corp. 6.77% 9/15/03 (c)

Baa1

10,258

9,964

ERP Operating LP 6.55% 11/15/01

A3

3,150

3,125

Ford Motor Credit Co.:

7.5% 3/15/05

A2

3,500

3,511

7.6% 8/1/05

A2

10,000

10,053

7.875% 6/15/10

A2

10,000

10,028

General Motors Acceptance Corp.:

5.5% 1/14/02

A2

7,500

7,361

5.75% 11/10/03

A2

6,000

5,791

7.625% 6/15/04

A2

8,500

8,637

9% 10/15/02

A2

9,000

9,333

GS Escrow Corp. 7.125% 8/1/05

Ba1

2,500

2,293

Heller Financial, Inc. 6.5% 7/22/02

A3

8,200

8,083

Household Finance Corp. 8% 5/9/05

A2

6,000

6,136

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

FINANCE - continued

Credit & Other Finance - continued

HSBC Capital Funding LP 9.547% 12/31/49 (b)(c)

A1

$ 10,000

$ 10,520

Norwest Financial, Inc. 5.375% 9/30/03

Aa2

7,050

6,747

PNC Funding Corp. 6.95% 9/1/02

A2

12,500

12,506

Popular North America, Inc.:

6.625% 10/27/02

A3

5,000

4,958

7.375% 9/15/01

A3

8,420

8,404

Qwest Capital Funding, Inc. 7.75% 8/15/06 (c)

Baa1

4,000

4,056

Scotland International Finance No. 2 BV yankee:

7.7% 8/15/10 (c)

A1

8,000

7,938

8.8% 1/27/04 (c)

A1

5,250

5,449

Sears Roebuck Acceptance Corp.:

6% 3/20/03

A3

3,425

3,338

6.95% 5/15/02

A3

1,730

1,723

Spear, Leeds & Kellogg LP/SLK Capital Corp. 8.25% 8/15/05 (c)

A3

9,000

9,316

Sprint Capital Corp. 6.875% 11/15/28

Baa1

11,500

9,394

Textron Financial Corp. 7.125% 12/9/04

A2

12,675

12,675

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

14,146

14,287

TXU Eastern Funding:

6.15% 5/15/02

Baa1

12,000

11,744

6.75% 5/15/09

Baa1

13,500

12,153

U.S. West Capital Funding, Inc. 6.375% 7/15/08

Baa1

15,800

14,708

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

7,900

7,979

Unicredito Italiano Capital Trust II yankee 9.2% 10/29/49 (b)(c)

A1

3,500

3,478

Unilever Capital Corp. 6.75% 11/1/03

A1

10,000

9,951

338,843

Insurance - 1.6%

American General Corp. 6.25% 3/15/03

A2

11,000

10,787

Metropolitan Life Insurance Co.:

6.3% 11/1/03 (c)

A1

4,500

4,404

7% 11/1/05 (c)

A1

5,000

4,903

New York Life Insurance Co. 6.4% 12/15/03 (c)

Aa3

10,000

9,808

The Saint Paul Companies, Inc. 7.875% 4/15/05

A1

6,500

6,662

Western National Corp. 7.125% 2/15/04

A2

18,430

18,320

54,884

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

FINANCE - continued

Savings & Loans - 1.4%

H.F. Ahmanson & Co.:

7.875% 9/1/04

Baa1

$ 1,250

$ 1,262

8.25% 10/1/02

A3

6,400

6,520

Home Savings of America FSB 6.5% 8/15/04

A3

9,550

9,248

Long Island Savings Bank FSB:

6.2% 4/2/01

Baa3

7,030

6,982

7% 6/13/02

Baa3

10,700

10,627

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

10,500

10,418

45,057

Securities Industry - 2.5%

Amvescap PLC yankee:

6.375% 5/15/03

A2

15,650

15,163

6.6% 5/15/05

A2

10,785

10,308

Goldman Sachs Group LP:

6.6% 7/15/02 (c)

A1

4,200

4,140

7.875% 1/15/03 (c)

A1

3,000

3,041

Goldman Sachs Group, Inc. 7.625% 8/17/05

A1

4,000

4,048

Lehman Brothers Holdings 7% 5/15/03

A3

10,000

9,956

Merrill Lynch & Co., Inc. 5.71% 1/15/02

Aa3

15,250

15,000

Morgan Stanley Dean Witter & Co. 7.125% 1/15/03

Aa3

12,250

12,297

Salomon Smith Barney Holdings, Inc. 7.3% 5/15/02

Aa3

8,000

8,037

81,990

TOTAL FINANCE

859,075

INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%

Tyco International Group SA:

6.875% 9/5/02

Baa1

5,500

5,458

yankee:

6.125% 6/15/01

Baa1

5,250

5,203

6.375% 6/15/05

Baa1

19,600

18,896

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

29,557

MEDIA & LEISURE - 2.1%

Broadcasting - 1.2%

British Sky Broadcasting Group PLC 7.3% 10/15/06

Ba1

9,050

8,211

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

MEDIA & LEISURE - continued

Broadcasting - continued

Clear Channel Communications, Inc. 7.875% 6/15/05

Baa3

$ 5,880

$ 5,926

Continental Cablevision, Inc. 8.3% 5/15/06

A2

11,501

11,779

Cox Communications, Inc. 6.5% 11/15/02

Baa2

1,500

1,479

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

Baa3

6,500

6,167

TCI Communications, Inc.:

8% 8/1/05

A2

2,748

2,783

8.65% 9/15/04

A2

2,000

2,073

38,418

Entertainment - 0.4%

Viacom, Inc. 6.75% 1/15/03

Baa1

14,398

14,295

Publishing - 0.5%

News America Holdings, Inc. 8.625% 2/1/03

Baa3

4,000

4,087

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa2

11,500

11,998

16,085

TOTAL MEDIA & LEISURE

68,798

NONDURABLES - 2.3%

Beverages - 0.2%

Seagram JE & Sons, Inc. 6.625% 12/15/05

Baa3

5,650

5,689

Foods - 0.9%

ConAgra Foods, Inc.:

5.5% 10/15/02

Baa1

12,000

11,636

7.875% 9/15/10

Baa1

11,750

11,924

Nabisco, Inc. 6.85% 6/15/05

Baa2

8,750

8,388

31,948

Tobacco - 1.2%

Imperial Tobacco Overseas Bv 7.125% 4/1/09

Baa2

9,500

8,719

Philip Morris Companies, Inc.:

6.8% 12/1/03

A2

13,370

12,973

7% 7/15/05

A2

3,000

2,885

7.625% 5/15/02

A2

3,000

2,987

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

$ 4,850

7.75% 5/15/06

Baa2

9,000

8,209

40,623

TOTAL NONDURABLES

78,260

RETAIL & WHOLESALE - 1.0%

General Merchandise Stores - 0.8%

Dayton Hudson Corp. 9.75% 7/1/02

A2

2,200

2,288

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

9,300

8,746

8.125% 10/15/02

Baa1

6,535

6,510

8.5% 6/15/03

Baa1

8,905

8,842

26,386

Grocery Stores - 0.2%

Safeway, Inc. 7% 9/15/02

Baa2

7,500

7,483

TOTAL RETAIL & WHOLESALE

33,869

TECHNOLOGY - 1.1%

Communications Equipment - 0.3%

Marconi PLC yankee 8.375% 9/15/30

A3

11,000

10,441

Computers & Office Equipment - 0.8%

Comdisco, Inc.:

6% 1/30/02

Baa2

11,850

8,769

6.65% 11/13/01

Baa2

3,000

2,370

7.25% 9/1/02

Baa2

7,500

5,475

Compaq Computer Corp. 7.45% 8/1/02

Baa2

9,200

9,186

25,800

TOTAL TECHNOLOGY

36,241

TRANSPORTATION - 2.8%

Air Transportation - 0.9%

Continental Airlines, Inc. pass thru trust certificates:

7.42% 10/1/08

Baa1

7,545

7,447

7.434% 3/15/06

Baa1

2,665

2,614

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

TRANSPORTATION - continued

Air Transportation - continued

Continental Airlines, Inc. pass thru trust certificates: - continued

7.73% 9/15/12

Baa1

$ 981

$ 958

Delta Air Lines, Inc. 7.7% 12/15/05

Baa3

10,500

10,139

Qantas Airways Ltd. 7.75% 6/15/09 (c)

Baa1

8,500

8,557

29,715

Railroads - 1.9%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

19,000

18,668

Canadian National Railway Co. yankee 6.625% 5/15/03

Baa2

8,000

7,868

CSX Corp.:

6.46% 6/22/05

Baa2

5,000

4,788

7.05% 5/1/02

Baa2

5,000

4,973

7.25% 5/1/04

Baa2

6,000

5,978

Union Pacific 6.34% 11/25/03

Baa3

10,300

10,021

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

11,070

9,991

62,287

TOTAL TRANSPORTATION

92,002

UTILITIES - 7.1%

Cellular - 0.6%

Vodafone AirTouch PLC:

7.625% 2/15/05 (c)

A2

7,500

7,609

7.75% 2/15/10 (c)

A2

13,000

13,199

20,808

Electric Utility - 2.4%

Avon Energy Partners Holdings 6.73% 12/11/02 (c)

Baa2

18,500

18,072

Commonwealth Edison Co. 7.375% 9/15/02

Baa1

7,500

7,533

Dominion Resources, Inc.:

7.6% 7/15/03

Baa1

5,000

5,066

8.125% 6/15/10

Baa1

5,395

5,563

Illinois Power Co. 6.25% 7/15/02

Baa1

5,000

4,929

Niagara Mohawk Power Corp.:

5.875% 9/1/02

Baa2

4,800

4,690

7.375% 8/1/03

Baa2

2,500

2,523

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

UTILITIES - continued

Electric Utility - continued

Niagara Mohawk Power Corp.: - continued

8% 6/1/04

Baa2

$ 4,269

$ 4,375

8.875% 5/15/07

Baa3

2,485

2,612

Philadelphia Electric Co.:

6.5% 5/1/03

Baa1

4,800

4,719

6.625% 3/1/03

Baa1

8,980

8,861

Public Service Electric & Gas Co. 6.125% 8/1/02

A3

5,800

5,705

Texas Utilities Electric Co. 8.125% 2/1/02

A3

6,000

6,061

80,709

Gas - 1.3%

CMS Panhandle Holding Co. 6.125%
3/15/04

Baa3

6,250

5,897

Consolidated Natural Gas Co. 7.375%
4/1/05

A2

5,750

5,774

Enserch Corp. 6.25% 1/1/03

Baa2

4,000

3,922

Kern River Funding Corp. 6.42% 3/31/01 (c)

A2

1,858

1,849

Reliant Energy Resources Corp. 8.125% 7/15/05 (c)

Baa1

8,000

8,096

Sempra Energy 7.95% 3/1/10

A2

10,000

10,090

Sonat, Inc. 6.875% 6/1/05

Baa2

2,755

2,713

Southwest Gas Corp. 9.75% 6/15/02

Baa2

3,840

3,957

42,298

Telephone Services - 2.8%

Cable & Wireless Optus Ltd. 8% 6/22/10 (c)

Baa1

7,900

8,158

Deutsche Telekom International Finance BV 8.25% 6/15/30

A2

6,890

7,031

Telecomunicaciones de Puerto Rico, Inc.:

6.15% 5/15/02

Baa2

10,345

10,157

6.65% 5/15/06

Baa2

9,110

8,658

Telefonica Europe BV:

7.35% 9/15/05

A2

8,200

8,235

8.25% 9/15/30

A2

8,600

8,855

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

19,519

18,709

7.7% 7/20/29

Baa1

8,000

7,548

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

UTILITIES - continued

Telephone Services - continued

WorldCom, Inc.:

6.125% 8/15/01

A3

$ 2,345

$ 2,322

7.75% 4/1/07

A3

1,950

1,973

8.875% 1/15/06

A3

11,326

11,687

93,333

TOTAL UTILITIES

237,148

TOTAL NONCONVERTIBLE BONDS

(Cost $1,672,659)

1,648,306

U.S. Government and Government Agency Obligations - 21.3%

U.S. Government Agency Obligations - 8.3%

Fannie Mae:

5.125% 2/13/04

Aaa

34,720

33,320

6.375% 10/15/02

Aaa

15,000

14,993

6.5% 8/15/04

Aaa

43,415

43,388

7% 7/15/05

Aaa

9,500

9,680

Federal Farm Credit Bank 5.54% 9/10/03

Aaa

1,000

974

Federal Home Loan Bank:

5.125% 9/15/03

Aaa

4,885

4,715

6.5% 8/15/07

Aaa

20,000

19,791

Financing Corp. - coupon STRIPS:

0% 12/6/03

Aaa

2,168

1,773

0% 10/5/05

Aaa

1,000

727

Freddie Mac:

5.85% 2/21/06

Aaa

2,425

2,342

6.875% 1/15/05

Aaa

6,330

6,411

7% 7/15/05

Aaa

14,595

14,869

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

2,973

2,886

Series 1993-D, 5.23% 5/15/05

Aaa

2,357

2,284

Series 1995-A, 6.28% 6/15/04

Aaa

16,007

15,870

Series 1996-A, 6.55% 6/15/04

Aaa

8,212

8,180

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

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

$ 2,015

$ 2,054

Series 1997-A, 6.104% 7/15/03

Aaa

10,000

9,915

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

Series 1994-195, 6.08% 8/15/04 (callable)

Aaa

6,640

6,600

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

-

14,783

14,979

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

-

7,964

7,834

Private Export Funding Corp. secured:

5.31% 11/15/03 (c)

Aaa

8,115

7,821

5.8% 2/1/04

Aaa

11,900

11,692

6.62% 10/1/05

Aaa

10,000

10,061

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

5.89% 8/15/05

Aaa

2,917

2,860

6.625% 8/15/03

Aaa

15,800

15,848

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

Aaa

3,715

3,711

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

275,578

U.S. Treasury Obligations - 13.0%

U.S. Treasury Bonds:

10.75% 5/15/03

Aaa

42,525

47,170

12% 8/15/13

Aaa

115,350

157,648

14% 11/15/11

Aaa

62,800

87,861

U.S. Treasury Notes:

5.5% 2/15/08

Aaa

123,675

121,047

7% 7/15/06

Aaa

15,000

15,812

TOTAL U.S. TREASURY OBLIGATIONS

429,538

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $719,312)

705,116

U.S. Government Agency - Mortgage Securities - 7.4%

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - 5.5%

6.5% 3/1/13 to 10/1/30

Aaa

$ 67,800

$ 65,778

7% 7/1/25 to 11/1/30

Aaa

26,551

26,030

7.5% 8/1/13 to 8/1/30

Aaa

84,362

84,289

8% 7/1/30 to 8/1/30

Aaa

6,874

6,958

12.5% 4/1/14 to 8/1/15

Aaa

131

148

TOTAL FANNIE MAE

183,203

Freddie Mac - 0.8%

7.5% 9/1/30 to 10/1/30

Aaa

26,009

25,993

8.5% 6/1/13

Aaa

25

25

TOTAL FREDDIE MAC

26,018

Government National Mortgage Association - 1.1%

7.5% 3/15/28 to 11/1/30

Aaa

533

535

8% 7/15/17 to 5/15/22

Aaa

35,388

36,217

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

36,752

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $245,734)

245,973

Asset-Backed Securities - 9.1%

American Express Master Trust 5.9% 5/15/03

Aaa

12,000

11,786

Americredit Automobile Receivables Trust 7.02% 12/15/05

Aaa

8,000

8,044

ANRC Auto Owner Trust 6.75% 12/15/03

Aaa

13,000

13,000

BankAmerica Manufacturing Housing Contract Trust V:

6.11% 1/10/08

Aaa

10,500

10,438

6.2% 4/10/09

Aaa

7,930

7,838

Capita Equipment Receivables Trust 6.45% 8/15/02

Aa3

12,420

12,342

Caterpillar Financial Asset Trust 6.2% 4/25/04

Aaa

6,185

6,154

Chase Manhattan Grantor Trust 6.76% 9/15/02

A3

350

350

Chevy Chase Auto Receivables Trust 6.2% 3/20/04

Aaa

2,907

2,885

CIT Marine Trust 5.8% 4/15/10

Aaa

6,000

5,904

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

1,170

1,168

CS First Boston Mortgage Securities Corp. 7% 3/15/27

Aaa

2,156

2,154

Asset-Backed Securities - continued

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

Dayton Hudson Credit Card Master Trust 5.9% 5/25/06

Aaa

$ 4,500

$ 4,415

Discover Card Master Trust I 5.6% 5/15/06

Aaa

12,760

12,349

Fidelity Funding Auto Trust 6.99% 11/15/02 (c)

Aaa

573

573

Ford Credit Auto Owner Trust:

6.2% 12/15/02

Aa2

7,080

7,017

6.4% 12/15/02

Aa2

3,810

3,791

7.03% 11/15/03

Aaa

8,612

8,681

7.09% 11/17/03

Aaa

10,000

10,050

Green Tree Financial Corp.:

6.68% 1/15/29

AAA

21,000

20,849

7.15% 7/15/27

Aaa

542

541

Key Auto Finance Trust 6.65% 10/15/03

Baa3

638

636

MBNA Master Credit Card Trust II:

6.4% 1/18/05

Aaa

7,000

6,976

6.55% 1/15/07

Aaa

8,400

8,342

6.9% 1/15/08

Aaa

8,065

8,122

Navistar Financial Owner Trust 7.2% 5/17/04

Aaa

7,500

7,552

Olympic Automobile Receivables Trust 6.125% 11/15/04

Aaa

1,611

1,595

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 7.12% 2/5/03 (c)(d)

Baa2

5,626

5,608

PP&L Transition Bonds LLC:

Series 1991-1 Class A3, 6.6% 3/25/05

Aaa

4,900

4,888

Series 1999-1 Class A4, 6.72% 12/26/05

Aaa

17,000

16,989

Railcar Trust 7.75% 6/1/04

Aaa

7,205

7,329

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

Aaa

63

63

Sears Credit Account Master Trust II 7% 7/15/08

Aaa

26,750

26,925

SLMA Student Loan Trust 6.835% 4/25/08 (d)

Aaa

22,505

22,505

Tranex Auto Receivables Owner Trust 6.334% 8/15/03 (c)

Aaa

2,588

2,578

Triad Auto Receivables Owner Trust 5.98% 9/17/05

Aaa

3,720

3,675

West Penn Funding LLC 6.63% 12/26/05

Aaa

4,000

3,992

WFS Financial Owner Trust:

5.7% 11/20/03

Aaa

15,500

15,224

7.75% 11/20/04

Aaa

7,000

7,079

TOTAL ASSET-BACKED SECURITIES

(Cost $300,717)

300,407

Collateralized Mortgage Obligations - 0.3%

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

U.S. Government Agency - 0.3%

Freddie Mac sequential pay Series 2122 Class L, 6% 11/15/26
(Cost $8,634)

Aaa

$ 9,035

$ 8,600

Commercial Mortgage Securities - 4.7%

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

Aaa

3,788

3,750

Bankers Trust II Series 1999-S1A Class D, 8.81% 2/28/14 (c)(d)

Baa2

11,499

11,524

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

Aaa

7,500

7,394

CS First Boston Mortgage Securities Corp.:

sequential pay Series 1997-SPICE:

Class A, 6.653% 8/20/36 (c)

-

2,712

2,701

Class D, 7.332% 4/20/08

-

7,500

7,377

sequential pay Series 2000-C1 Class A1, 7.325% 4/15/62

AAA

9,885

10,016

Series 1995-WF1 Class A2, 6.648% 12/21/27

AAA

7,268

7,166

Series 1998-FL1:

Class D, 7.1188% 12/10/00 (c)(d)

Aa1

10,200

10,199

Class E, 7.4688% 1/10/13 (c)(d)

Baa1

15,000

15,266

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

Baa2

10,000

9,247

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

Aaa

5,336

5,283

FMAC Loan Receivables Trust sequential pay Series 1998-C Class A1, 5.99% 9/15/20 (c)

Aaa

3,640

3,531

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

Aaa

7,802

7,786

JP Morgan Commercial Mortgage Finance Corp. Series 2000-C10 Class A1, 7.1075% 8/15/32

Aaa

7,604

7,642

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

AAA

9,290

8,818

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

Aaa

2,293

2,287

Prudential Securities Secured Financing Corp. Series 2000-C1 Class A2, 7.727% 2/15/10

Aaa

8,000

8,345

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (a)

Principal Amount (000s)

Value (Note 1) (000s)

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

Baa2

$ 2,569

$ 2,537

Thirteen Affiliates of General Growth Properties, Inc.:

sequential pay Series 1 Class A2, 6.602% 12/15/10 (c)

Aaa

5,000

4,922

Series 1 Class C1, 6.762% 12/15/07 (c)

A2

20,000

19,606

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $155,562)

155,397

Foreign Government and Government Agency Obligations (e) - 4.4%

Alberta Province 4.875% 10/29/03

Aa1

7,500

7,135

Chile Republic 6.875% 4/28/09

Baa1

13,800

12,751

Korean Republic yankee 8.875% 4/15/08

Baa2

10,500

10,920

Manitoba Province yankee 6.875% 9/15/02

Aa3

26,500

26,621

Nova Scotia Province yankee 9.375% 7/15/02

A3

12,033

12,494

Ontario Province yankee:

7.375% 1/27/03

Aa3

7,500

7,608

7.75% 6/4/02

Aa3

12,050

12,225

Ontario Province 7%, 8/4/05

Aa3

6,000

6,071

Quebec Province:

7% 1/30/07

A2

9,500

9,477

yankee 6.5% 1/17/06

A2

10,000

9,810

State of Israel (guaranteed by U.S. Government through Agency for International Development) yankee 7.25% 12/15/28

A2

16,000

13,336

United Mexican States:

8.5% 2/1/06

Baa3

11,750

11,715

9.875% 2/1/10

Baa3

6,850

7,107

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $152,633)

147,270

Commercial Paper - 0.7%

British Telecom PLC 6.8525% 10/9/01 (c)(d)
(Cost $24,954)

25,000

24,954

Cash Equivalents - 3.7%

Maturity Amount (000s)

Value (Note 1) (000s)

Investments in repurchase agreements:

(U.S. Government Obligations), in a joint trading account at 6.62%, dated 10/31/00 due 11/1/00

$ 119,232

$ 119,210

(U.S. Treasury Obligations), in a joint trading account at 6.55%, dated 10/31/00 due 11/1/00

2,598

2,598

TOTAL CASH EQUIVALENTS

(Cost $121,808)

121,808

TOTAL INVESTMENT PORTFOLIO - 101.3%

(Cost $3,402,013)

3,357,831

NET OTHER ASSETS - (1.3)%

(44,471)

NET ASSETS - 100%

$ 3,313,360

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 $303,760,000 or 9.2% of net assets.

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

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

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

67.3%

AAA, AA, A

61.1%

Baa

25.3%

BBB

24.5%

Ba

0.6%

BB

1.6%

B

0.0%

B

0.0%

Caa

0.0%

CCC

0.0%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 1.0%.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

84.8%

United Kingdom

4.6

Canada

4.4

Australia

1.1

Others (individually less than 1%)

5.1

100.0%

Income Tax Information

At October 31, 2000, the aggregate cost of investment securities for income tax purposes was $3,402,194,000. Net unrealized depreciation aggregated $44,363,000, of which $20,567,000 related to appreciated investment securities and $64,930,000 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.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

October 31, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $121,808) (cost $3,402,013) -
See accompanying schedule

$ 3,357,831

Cash

88

Receivable for investments sold

12,794

Receivable for fund shares sold

5,543

Interest receivable

52,713

Other receivables

8

Total assets

3,428,977

Liabilities

Payable for investments purchased

$ 107,731

Payable for fund shares redeemed

5,482

Distributions payable

564

Accrued management fee

1,170

Other payables and accrued expenses

670

Total liabilities

115,617

Net Assets

$ 3,313,360

Net Assets consist of:

Paid in capital

$ 3,442,053

Distributions in excess of net investment income

(1,225)

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

(83,286)

Net unrealized appreciation (depreciation) on investments

(44,182)

Net Assets, for 336,838 shares outstanding

$ 3,313,360

Net Asset Value, offering price and redemption price
per share ($3,313,360 ÷ 336,838 shares)

$9.84

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended October 31, 2000 (Unaudited)

Investment Income

Interest

$ 116,951

Security lending

29

Total Income

116,980

Expenses

Management fee

$ 6,856

Transfer agent fees

3,200

Accounting and security lending fees

297

Non-interested trustees' compensation

6

Custodian fees and expenses

59

Registration fees

43

Audit

17

Legal

7

Miscellaneous

2

Total expenses before reductions

10,487

Expense reductions

(242)

10,245

Net investment income

106,735

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

(19,954)

Change in net unrealized appreciation (depreciation)
on investment securities

72,133

Net gain (loss)

52,179

Net increase (decrease) in net assets resulting
from operations

$ 158,914

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
October 31, 2000
(Unaudited)

Year ended
April 30,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 106,735

$ 205,419

Net realized gain (loss)

(19,954)

(48,278)

Change in net unrealized appreciation (depreciation)

72,133

(113,100)

Net increase (decrease) in net assets resulting
from operations

158,914

44,041

Distributions to shareholders from net investment income

(105,481)

(203,842)

Share transactions
Net proceeds from sales of shares

596,413

1,868,049

Reinvestment of distributions

101,261

195,263

Cost of shares redeemed

(637,119)

(2,218,983)

Net increase (decrease) in net assets resulting
from share transactions

60,555

(155,671)

Total increase (decrease) in net assets

113,988

(315,472)

Net Assets

Beginning of period

3,199,372

3,514,844

End of period (including distributions in excess of net investment income of $1,225 and $2,479, respectively)

$ 3,313,360

$ 3,199,372

Other Information

Shares

Sold

61,055

189,673

Issued in reinvestment of distributions

10,356

19,885

Redeemed

(65,284)

(225,183)

Net increase (decrease)

6,127

(15,625)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

Six months ended October 31, 2000

Years ended April 30,

(Unaudited)

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 9.670

$ 10.150

$ 10.160

$ 9.960

$ 10.050

$ 10.030

Income from Investment Operations
Net investment
income

.323 D

.623 D

.613 D

.646 D

.647 D

.684

Net realized
and unrealized gain (loss)

.167

(.485)

(.013)

.200

(.060)

(.004)

Total from investment operations

.490

.138

.600

.846

.587

.680

Less Distributions

From net investment income

(.320)

(.618)

(.610)

(.646)

(.647)

(.660)

From net
realized gain

-

-

-

-

(.030)

-

Total distributions

(.320)

(.618)

(.610)

(.646)

(.677)

(.660)

Net asset value,
end of period

$ 9.840

$ 9.670

$ 10.150

$ 10.160

$ 9.960

$ 10.050

Total Return B, C

5.13%

1.44%

6.03%

8.70%

6.02%

6.85%

Ratios and Supplemental Data

Net assets, end of period (in millions)

$ 3,313

$ 3,199

$ 3,515

$ 3,092

$ 3,083

$ 2,881

Ratio of expenses to average net assets

.65% A

.67%

.66%

.66%

.71%

.73%

Ratio of expenses to average net assets after expense reductions

.63% A, E

.66% E

.65% E

.65% E

.69% E

.71% E

Ratio of net investment income to average net assets

6.57% A

6.32%

6.00%

6.37%

6.46%

6.48%

Portfolio turnover rate

99% A

102%

108%

90%

116%

169%

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.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended October 31, 2000 (Unaudited)

1. Significant Accounting Policies.

Fidelity Intermediate Bond Fund (the fund) is a fund of Fidelity Commonwealth Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Securities are valued based upon a computerized matrix system and/or appraisals by a pricing service, both of which consider market transactions and dealer-supplied valuations. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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.

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 a cross-section of other Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Distributions to Shareholders. Dividends are declared daily and paid monthly from net investment income. Distributions to shareholders from realized capital gains on investments, 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 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.

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 custodian bank. 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the fund to borrow from, or lend money to, other participating funds.

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 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 $1,565,748,000 and $1,564,894,000, respectively, of which U.S. government and government agency obligations aggregated $809,990,000 and $815,751,000, 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 annualized rate of .43% of average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

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

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .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 $ 9,106,000. The weighted average interest rate was 6.66%. Interest earned from the interfund lending program amounted to $5,000 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 there were no security loans outstanding.

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 $11,000 and $231,000, respectively, under these arrangements.

Semiannual Report

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
®)
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+
®

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.

Semiannual Report

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

Semiannual Report

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

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595 North Barker Road
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Semiannual Report

Investment Adviser

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Company
Boston, MA

Investment Sub-Advisers

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

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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

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 *

Advisory Board

J. Michael Cook

Marie L. Knowles

* Independent trustees

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Fidelity Distributors Corporation

Boston, MA

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Servicing Agent

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Boston, MA

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The Bank of New York

New York, NY

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Target TimelineSM  2001 & 2003

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and Account Assistance 1-800-544-6666

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IBF-SANN-1200 118990
1.538685.103

Fidelity®

Small Cap Stock

Fund

Semiannual Report

October 31, 2000

(2_fidelity_logos)

Contents

President's Message

3

Ned Johnson on investing strategies.

Performance

4

How the fund has done over time.

Fund Talk

6

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

Investment Changes

9

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

Investments

10

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

Financial Statements

20

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

Notes

24

Notes to the financial statements.

Distributions

30

To reduce expenses, only one copy of most financial reports and prospectuses may be mailed to households, even if more than one person in the household has an account in the fund. Call Fidelity at 1-800-544-8544 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, contact Fidelity in writing at P.O. Box 5000, Cincinnati, OH 45273-8692.

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.

(Recycle graphic)   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.

Semiannual Report

President's Message

|

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

A sixth-straight year of double-digit positive returns for the Dow Jones Industrial Average, NASDAQ and S&P 500® could be in jeopardy unless the U.S. stock market shows marked improvement in the final two months of 2000. Through October, all three indexes had negative year-to-date returns. On the other hand, most fixed-income sectors were solidly in the black. Treasuries and other long-term government securities led the way, returning nearly 14%.

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.

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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended October 31, 2000

Past 6
months

Past 1
year

Life of
fund

Fidelity Small Cap Stock

4.96%

38.80%

44.56%

Fidelity Small Cap Stock (incl. 2.00% trading fee)

2.86%

36.02%

41.67%

Russell 2000 ®

-1.11%

17.41%

9.87%

Small Cap Funds Average

2.91%

28.93%

n/a*

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year or since the fund started on 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 six months average represents a peer group of 873 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.(dagger)

Average Annual Total Returns

Periods ended October 31, 2000

Past 1
year

Life of
fund

Fidelity Small Cap Stock

38.80%

14.97%

Fidelity Small Cap Stock (incl. 2.00% trading fee)

36.02%

14.10%

Russell 2000

17.41%

3.63%

Small Cap Funds Average

28.93%

n/a*

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. (Note: Lipper calculates average annual total returns by annualizing each fund's total return, then taking an arithmetic average. This may produce a different figure than that obtained by averaging the cumulative total returns and annualizing the result.)

* Not available

Semiannual Report

$10,000 Over Life of Fund



$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 October 31, 2000, the value of the investment would have grown to $14,167 - a 41.67% 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 $10,987 - a 9.87% increase.

Understanding
Performance

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

3

* The Lipper small-cap growth 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 October 31, 2000, the six months and one year cumulative total returns for the small-cap growth funds average were 0.22% and 38.47%, respectively. The one year average annual total return was 38.47%. The six months and one year cumulative total returns for the small-cap supergroup average were 3.75% and 28.35%, respectively. The one year average annual total return was 28.35%.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

The U.S. equity market environment during the six-month period that ended October 31, 2000, will be remembered as one of the most difficult in recent years. Three negative factors - rising interest rates, the highest oil prices in a decade and the declining value of the European currency - collectively hindered the growth of many domestic companies. As a result, investors reacted pessimistically to most stocks, regardless of market capitalization or industry. In May, the tech-heavy NASDAQ Composite Index experienced a sharp decline and failed to recoup the gains it achieved earlier in the year as the period wore on. The NASDAQ ended the six-month period with a -12.64% return. The Standard & Poor's 500SM Index, an index of 500 larger companies, declined 1.03%. Elsewhere, the Russell 2000 ® Index, a benchmark of smaller companies that had gained nearly 19% in the previous six-month period, slumped to a -1.11% return. Only the blue chips' benchmark, the Dow Jones Industrial Average, finished the period with a gain, returning 3.01% in large part because investors favored more established companies in October. For its part, the Federal Reserve Board raised the federal funds rate to 6.50% in May - its highest level in nine years - in an attempt to slow the economy and ward off inflation. Meanwhile, the euro's weakness and higher fuel costs particularly hurt multinational companies, many of which lowered third-quarter earnings targets.

(Portfolio Manager photograph)
An interview with Paul Antico, Portfolio Manager of Fidelity Small Cap Stock Fund

Q. How did the fund perform, Paul?

A. It did well. For the six months that ended October 31, 2000, the fund returned 4.96%. That compared favorably with the Russell 2000 Index's return of -1.11%, and the small cap funds average, which returned 2.91%, according to Lipper Inc. For the 12 months that ended October 31, 2000, the fund returned 38.80%, beating the returns of the Russell 2000 Index and the small cap funds average, which returned 17.41% and 28.93%, respectively.

Q. What accounted for the fund's strong relative performance?

A. I stayed with my strategy of focusing on individual stock selection, pure and simple. The volatile and uncertain market environment actually helped the fund. That's because it was a stock picker's market, where buying the right securities was more important than just being in the right sector. After the NASDAQ correction earlier in the year, I was able to sift through stocks that I had previously deemed overvalued, including many technology stocks, and I found some good companies at bargain prices. Some examples include Jupiter Media Metrix, a company that collects and distributes Internet usage data, and FileNET, which is evolving from an electronic document management software company into a successful Web content management company, leveraging its core base of customers into its new endeavor.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. You've been playing the genomics theme for some time now. How did those stocks perform?

A. The fund's genomics positions were one of the largest contributors to relative performance. Last year, the attractive underlying fundamentals of the genomics industry made these stocks a big bet for the fund. I believed that there would be tremendous potential in this area over the next decade as discoveries and developments change the way new drugs are brought to market. I continued to buy genomics companies, even after a substantial pullback in March, but rotated even more selectively into those that I believed were best poised for success. My two biggest genomics holdings, Myriad Genetics and Human Genome Sciences, suffered earlier in the period, but eventually bounced back and performed extremely well for the fund. Myriad is a well-respected, quiet company that has a terrific competitive advantage through its Myriad Diagnostics and Myriad Pharmaceuticals subsidiaries, while Human Genome Sciences is one of the only genomics companies creating a tremendous proprietary pipeline of potential drug candidates.

Q. Which other stocks helped the fund's performance?

A. Health care stocks recovered nicely during the six-month period. Caremark Rx, a pharmacy benefits manager, was helped by corporations' focused attempts to reduce the cost of prescription drugs and from the prospects of increased Medicare funding. An improving retail environment for athletic footwear sales and its close strategic ties to Nike helped Venator, the parent company of Foot Locker.

Q. What about disappointments?

A. IMAX was hurt by the financial difficulties of many movie theater companies, including bankruptcy filings by several of its larger customers. The company also was hurt after unsuccessfully putting itself up for sale. Prosoft, an information technology training company, got caught in the downdraft of dot-com stocks. However, I'm still holding the stock because I think Prosoft's business model is excellent and I believe in the company's long-term prospects. Pinnacle Systems had an unexpected shortfall in its earnings that hurt its stock price. Toward the end of the period, though, the company's earnings were coming back in line, so I remained favorable about its future.

Q. What's your outlook?

A. I continue to be pretty optimistic overall. With so many small-cap companies - approximately 8,500 in the U.S. and 19,000 worldwide - there's a large universe of stocks from which to choose. I'm finding many opportunities domestically, given the recent turbulence in the market, that haven't been available in years. Although I'm holding a bit more cash than usual - as a result of selling some companies late in the period that could be hit by a slowing economy - I'm optimistic about digging through this vast group of stocks and finding the gems that others may be missing.

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.

Semiannual Report

Fund Talk: The Manager's Overview - continued

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 October 31, 2000, more than $1.1 billion

Manager: Paul Antico, since inception; manager, Fidelity Advisor Consumer Industries Fund, 1997-1998; several Fidelity Select Portfolios, 1993-1998; joined Fidelity in 1991

3

Paul Antico on the advantages of Fidelity's small-cap analytical depth:

"For large-cap stocks, a tremendous amount of research and information is readily available. For small caps, discovery and research have proportionately greater importance, because you win by finding the companies that others haven't yet discovered. The name of the game in managing small-cap stocks is constantly scavenging through the thousands of companies in the U.S. and international markets, trying to find the best opportunities. Because of the strength and number of our research resources and personnel, I feel the fund has an excellent opportunity to find those winners. With the industry's largest research team analyzing and monitoring stocks, Fidelity can do much broader and more thorough work to ensure we've made informed stock selections and to find new potential winners. The Securities and Exchange Commission's recently enacted Regulation FD (for Fair Disclosure) limits the amount of information companies may provide directly to investment managers, making labor-intensive, outside research even more important. Given the size and resources I have available to me at Fidelity, I can do that necessary research."

Semiannual Report

Investment Changes

Top Ten Stocks as of October 31, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

CEC Entertainment, Inc.

4.1

3.5

Venator Group, Inc.

3.7

1.5

Myriad Genetics, Inc.

3.5

2.8

Pinnacle Systems

2.8

3.1

Papa John's International, Inc.

2.7

2.0

Caremark Rx, Inc.

2.5

0.8

Ultimate Electronics, Inc.

2.4

0.6

MapInfo Corp.

2.0

1.9

Apartment Investment & Management Co.
Class A

1.8

1.8

I-Stat Corp.

1.7

1.2

27.2

19.2

Top Five Market Sectors as of October 31, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

Technology

15.3

10.4

Retail & Wholesale

14.9

10.3

Media & Leisure

11.2

14.6

Services

9.6

15.8

Health

9.4

11.0

Asset Allocation (% of fund's net assets)

As of October 31, 2000 *

As of April 30, 2000 **

Stocks 88.3%

Stocks 94.6%

Convertible
Securities 0.0%

Convertible
Securities 0.4%

Short-Term
Investments and
Net Other Assets 11.7%

Short-Term
Investments and
Net Other Assets 5.0%

* Foreign investments

13.9%

** Foreign investments

19.9%



Semiannual Report

Investments October 31, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 88.3%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.0%

Aerospace & Defense - 0.8%

Alliant Techsystems, Inc. (a)

32,600

$ 2,931,963

BE Aerospace, Inc. (a)

201,300

3,321,450

Primex Technologies, Inc.

78,900

2,312,756

8,566,169

Ship Building & Repair - 0.2%

Newport News Shipbuilding, Inc.

49,900

2,454,456

TOTAL AEROSPACE & DEFENSE

11,020,625

BASIC INDUSTRIES - 1.9%

Chemicals & Plastics - 0.5%

Millennium Chemicals, Inc.

182,400

2,941,200

Nissan Chemical Industries Co. Ltd.

325,000

2,397,810

5,339,010

Metals & Mining - 0.8%

Belden, Inc.

90,000

2,334,375

Draka Holding NV

52,100

3,049,140

Murchison United NL (a)(c)

4,500,000

2,808,810

U.S. Aggregates, Inc.

88,500

1,239,000

9,431,325

Packaging & Containers - 0.3%

Ball Corp.

75,000

2,634,375

Paper & Forest Products - 0.3%

Pactiv Corp. (a)

355,000

3,727,500

TOTAL BASIC INDUSTRIES

21,132,210

CONSTRUCTION & REAL ESTATE - 8.1%

Building Materials - 0.6%

York International Corp.

245,000

6,660,938

Construction - 0.3%

Okumura Corp.

600,000

1,759,692

Volker Wessels Stevin NV (Certificaten Van Aandelen)

132,812

2,339,165

4,098,857

Engineering - 0.3%

Bracknell Corp. (a)

489,700

3,345,077

Real Estate - 1.6%

Boardwalk Equities, Inc. (a)

2,352,139

18,307,289

Common Stocks - continued

Shares

Value (Note 1)

CONSTRUCTION & REAL ESTATE - continued

Real Estate Investment Trusts - 5.3%

Alexandria Real Estate Equities, Inc.

511,300

$ 17,320,288

Apartment Investment & Management Co. Class A

449,300

20,527,394

BRE Properties, Inc. Class A

219,600

6,944,850

Correctional Properties Trust

322,400

3,143,400

Cousins Properties, Inc.

74,250

1,930,500

Home Properties of New York, Inc.

96,003

2,610,082

Prentiss Properties Trust (SBI)

87,600

2,222,850

Reckson Associates Realty Corp.

81,600

1,846,200

Summit Properties, Inc.

144,700

3,472,800

60,018,364

TOTAL CONSTRUCTION & REAL ESTATE

92,430,525

DURABLES - 2.0%

Autos, Tires, & Accessories - 0.2%

Kayaba Industry Co. Ltd. (a)

1,235,000

1,980,799

Home Furnishings - 0.6%

Linens'n Things, Inc. (a)

235,100

7,229,325

Textiles & Apparel - 1.2%

Ashworth, Inc. (a)(c)

774,000

5,708,250

Gildan Activewear, Inc. Class A (a)

45,100

1,567,225

Marzotto Spa

260,000

2,522,905

Mohawk Industries, Inc. (a)

60,040

1,309,623

Tropical Sportswear International Corp. (a)

195,000

3,071,250

14,179,253

TOTAL DURABLES

23,389,377

ENERGY - 1.2%

Coal - 0.4%

Aquarius Platinum Ltd. (a)

1,100,000

4,577,320

Energy Services - 0.2%

Canadian Crude Separators, Inc. (a)

114,400

383,212

Pason Systems, Inc. (a)

297,900

1,457,704

1,840,916

Oil & Gas - 0.6%

Frontier Oil Corp. (a)

903,300

7,169,944

TOTAL ENERGY

13,588,180

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - 3.8%

Banks - 0.3%

Commerce Bancorp, Inc.

35,000

$ 2,119,688

Laurentian Bank

53,800

865,747

2,985,435

Credit & Other Finance - 1.5%

Federal Agricultural Mortgage Corp. Class C (non-vtg.) (a)

223,300

4,884,688

Medallion Financial Corp. (c)

828,350

12,735,881

17,620,569

Insurance - 2.0%

Brown & Brown, Inc.

94,000

3,055,000

Everest Re Group Ltd.

125,500

7,357,438

HCC Insurance Holdings, Inc.

263,900

5,030,594

Hilb, Rogal & Hamilton Co.

69,800

2,765,825

Kingsway Financial Services, Inc. (a)

554,600

1,912,414

RenaissanceRe Holdings Ltd.

29,600

2,147,850

22,269,121

TOTAL FINANCE

42,875,125

HEALTH - 9.4%

Drugs & Pharmaceuticals - 6.8%

ArQule, Inc. (a)

288,300

6,666,938

CIMA Labs, Inc. (a)

87,000

4,785,000

Exelixis, Inc.

55,600

1,226,675

Geneva Proteomics (a)(d)

43,000

236,500

Human Genome Sciences, Inc. (a)

195,200

17,253,850

Myriad Genetics, Inc. (a)

333,200

39,984,000

Twinlab Corp. (a)

435,700

2,287,425

Unigene Laboratories, Inc. (a)

2,103,300

5,159,658

77,600,046

Medical Equipment & Supplies - 2.1%

Allscripts, Inc. (a)

142,300

1,707,600

I-Stat Corp. (a)(c)

1,008,500

19,791,813

Nakanishi, Inc.

4,000

68,555

Visible Genetics, Inc. (a)

70,000

2,117,500

23,685,468

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Facilities Management - 0.5%

Davita, Inc. (a)

295,000

$ 3,318,750

Sunrise Assisted Living, Inc. (a)

110,000

2,571,250

5,890,000

TOTAL HEALTH

107,175,514

INDUSTRIAL MACHINERY & EQUIPMENT - 5.2%

Electrical Equipment - 4.4%

Allen Telecom, Inc. (a)

160,800

3,004,950

Baldor Electric Co.

50,000

993,750

C&D Technologies, Inc.

29,300

1,732,363

California Amplifier, Inc. (a)

97,500

2,437,500

Datakey, Inc. (a)(c)

792,500

4,358,750

Pinnacle Systems (a)(c)

2,560,900

32,331,363

TANDBERG Television ASA (a)

500,000

5,058,115

49,916,791

Industrial Machinery & Equipment - 0.8%

Badger Daylighting, Inc. (a)

353,000

255,041

BOLDER Technologies Corp. (a)

146,500

567,688

CNH Global NV

760,900

7,371,219

MSC Industrial Direct, Inc. (a)

100,000

1,487,500

9,681,448

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

59,598,239

MEDIA & LEISURE - 11.2%

Broadcasting - 0.6%

Citadel Communications Corp. (a)

230,000

2,788,750

Radio One, Inc. Class D (non-vtg.) (a)

102,800

824,006

TV Azteca SA de CV sponsored ADR

225,400

2,817,500

6,430,256

Entertainment - 0.5%

Astral Media, Inc. Class A (non-vtg.)

84,700

2,300,391

First Choice Holidays PLC

1,000,000

1,696,149

Fitness First PLC (a)

55,000

904,975

Lakes Gaming, Inc. (a)

177,500

1,400,586

6,302,101

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Leisure Durables & Toys - 0.2%

Callaway Golf Co.

74,700

$ 1,195,200

Koala Corp. (a)

130,200

1,302,000

2,497,200

Lodging & Gaming - 0.1%

Scandic Hotels AB

155,100

1,582,495

Publishing - 0.3%

Banta Corp.

130,400

3,007,350

Restaurants - 9.5%

CEC Entertainment, Inc. (a)(c)

1,477,550

47,096,894

Main Street and Main, Inc. (a)

482,500

1,507,813

Outback Steakhouse, Inc. (a)

498,250

14,200,125

Papa John's International, Inc. (a)(c)

1,212,620

30,467,078

PJ America, Inc. (a)

157,200

1,188,825

Ruby Tuesday, Inc.

434,800

5,896,975

Sizzler International, Inc. (a)(c)

2,713,800

4,240,313

Sonic Corp. (a)

85,700

3,128,050

107,726,073

TOTAL MEDIA & LEISURE

127,545,475

NONDURABLES - 1.9%

Beverages - 0.6%

Constellation Brands, Inc. Class A (a)

41,100

2,003,625

Grolsch NV

50,000

899,728

H.P. Bulmer Holdings PLC

245,000

1,694,192

NH Hoteles SA

180,000

2,032,027

6,629,572

Foods - 1.2%

American Italian Pasta Co. Class A (a)

43,500

872,719

Corn Products International, Inc.

409,200

10,281,150

Goodman Fielder Ltd.

3,500,000

2,275,656

13,429,525

Household Products - 0.1%

Aptargroup, Inc.

94,600

1,957,038

TOTAL NONDURABLES

22,016,135

Common Stocks - continued

Shares

Value (Note 1)

RETAIL & WHOLESALE - 14.9%

Apparel Stores - 7.6%

AnnTaylor Stores Corp. (a)

493,400

$ 14,802,000

Christopher & Banks Corp. (a)

126,450

4,188,656

Genesco, Inc. (a)

149,400

2,651,850

Hibbett Sporting Goods, Inc. (a)(c)

642,500

16,986,094

J. Baker, Inc.

642,500

2,509,766

United Retail Group, Inc. (a)

602,400

3,237,900

Venator Group, Inc. (a)

3,020,200

42,660,325

87,036,591

General Merchandise Stores - 1.1%

Ames Department Stores, Inc. (a)

130,200

512,663

Freds, Inc. Class A

165,200

3,489,850

Neiman Marcus Group, Inc. Class A (a)

103,800

3,853,575

T.J. Hughes PLC

542,100

2,630,348

Warehouse Group Ltd. (The)

810,000

2,017,659

12,504,095

Grocery Stores - 0.9%

Fleming Companies, Inc.

221,584

3,143,723

Hain Celestial Group, Inc. (a)

143,874

5,709,999

Iceland Group PLC

325,000

1,543,024

10,396,746

Retail & Wholesale, Miscellaneous - 5.3%

Advanced Marketing Services, Inc.

134,650

2,423,700

AgriBioTech, Inc. warrants 12/31/01 (a)

60,000

1

Barbeques Galore Ltd. sponsored ADR (a)

223,200

1,395,000

Coldwater Creek, Inc. (a)

81,263

2,412,495

Electronics Boutique PLC

3,473,150

3,121,716

Forzani Group Ltd. Class A (a)

871,300

2,346,358

Future Shop Ltd. (a)(c)

1,873,700

9,845,386

PC Connection, Inc.

70,000

1,908,594

PETsMART, Inc. (a)

584,600

2,594,163

Rex Stores Corp. (a)

159,700

2,934,488

Shop At Home, Inc. (a)(c)

1,631,900

3,263,800

Ultimate Electronics, Inc. (a)(c)

762,900

27,559,763

59,805,464

TOTAL RETAIL & WHOLESALE

169,742,896

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - 9.6%

Advertising - 0.2%

ADVO, Inc. (a)

45,000

$ 1,656,563

Educational Services - 2.1%

Corinthian Colleges, Inc. (a)

28,000

1,935,500

New Horizons Worldwide, Inc. (a)(c)

593,000

8,598,500

ProsoftTraining.com (a)(c)

1,910,600

13,374,200

23,908,200

Services - 7.3%

Bright Horizons Family Solutions, Inc. (a)

245,700

6,142,500

Caremark Rx, Inc. (a)

2,275,000

28,437,500

Childtime Learning Centers, Inc. (a)(c)

399,500

2,796,500

Cornell Companies, Inc. (a)(c)

944,100

4,720,500

Harvey Nash Group PLC

675,500

7,569,775

Jupiter Media Metrix, Inc. (a)

927,600

12,638,550

Medialink Worldwide, Inc. (a)(c)

567,100

3,827,925

Plaut AG

120,000

2,240,832

Register.com, Inc.

117,500

822,500

Ritchie Brothers Auctioneers, Inc. (a)

49,800

1,089,375

Source Information Management Co. (a)(c)

1,753,000

9,641,500

Transportes Azkar SA

191,662

1,171,315

Watson Wyatt & Co. Holdings

129,300

2,238,506

83,337,278

TOTAL SERVICES

108,902,041

TECHNOLOGY - 15.3%

Communications Equipment - 0.7%

Cable Design Technologies Corp. (a)

76,950

1,774,659

Eltek ASA

27,700

1,040,390

Filtronic PLC

150,000

1,707,022

Lucent Technologies, Inc. (d)

1,083

18,936

TANDBERG ASA (a)

115,000

3,044,554

7,585,561

Computer Services & Software - 7.4%

Activcard SA sponsored ADR

60,200

1,557,675

Affiliated Computer Services, Inc. Class A (a)

87,700

4,883,794

Affymetrix, Inc. (a)

148,200

8,206,575

Black Box Corp. (a)

120,500

7,937,938

Corsair Communictions, Inc. (a)

267,200

1,619,900

Datadesign AG

51,600

948,228

eFunds Corp.

200,000

1,600,000

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computer Services & Software - continued

Himalaya SA (a)

36,939

$ 893,584

HotJobs.com Ltd. (a)

140,000

2,187,500

ICT Automatisering NV

51,108

1,887,050

Information Resources, Inc. (a)

498,300

2,647,219

Interact Commerce Corp. (a)

169,400

1,556,363

J.D. Edwards & Co. (a)

101,000

2,613,375

Mainspring, Inc.

344,600

2,735,263

MapInfo Corp. (a)(c)

697,050

22,784,822

Mentor Graphics Corp. (a)

154,900

3,630,469

Moldflow Corp.

169,100

4,280,344

Numerical Technologies, Inc.

100,000

2,050,000

Ontrack Data International, Inc. (a)

217,300

1,589,006

T/R Systems, Inc.

174,700

1,048,200

Technology Solutions, Inc.

1,336,000

3,173,000

Triad Group PLC (a)

300,000

1,078,577

Tumbleweed Communications Corp. (a)

150,000

2,568,750

VelocityHSI, Inc. (a)(c)

840,060

892,564

84,370,196

Computers & Office Equipment - 4.9%

Avocent Corp. (a)

32,300

2,291,281

Ciprico, Inc. (a)

105,700

1,030,575

Coinstar, Inc. (a)(c)

1,444,500

19,049,344

Extended Systems, Inc. (a)

64,500

2,515,500

FileNET Corp. (a)

370,000

9,805,000

Insight Enterprises, Inc. (a)

330,400

10,738,000

Quantum Corp. - Hard Disk Drive Group (a)

150,000

1,715,625

RadiSys Corp. (a)

137,000

3,630,500

ScanSource, Inc. (a)

27,600

1,317,900

Zebra Technologies Corp. Class A (a)

80,000

3,505,000

55,598,725

Electronic Instruments - 0.8%

Bruker Daltonics, Inc.

70,200

2,404,350

Caliper Technologies Corp.

35,000

1,973,125

Varian, Inc. (a)

150,800

4,646,525

9,024,000

Electronics - 1.1%

MIPS Technologies, Inc. Class A (a)

38,900

1,560,863

Muehlbauer Holding AG & Co.

47,000

4,228,323

Silicon On Insulator TEChnologies SA (SOITEC) (a)

80,000

1,813,037

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

Toko, Inc.

375,000

$ 1,959,032

Virage Logic Corp.

351,500

3,515,000

13,076,255

Photographic Equipment - 0.4%

Concord Camera Corp. (a)

120,000

3,712,500

IMAX Corp. (a)

206,500

1,017,241

4,729,741

TOTAL TECHNOLOGY

174,384,478

TRANSPORTATION - 2.7%

Air Transportation - 1.1%

Atlantic Coast Airlines Holdings, Inc. (a)

281,600

10,067,200

CHC Helicopter Corp. Class A (a)

299,400

2,212,315

12,279,515

Railroads - 0.2%

Wabtec Corp.

230,562

2,334,440

Shipping - 1.0%

Bergesen dy ASA:

(A Shares)

26,800

533,577

(B Shares)

122,300

2,237,516

Frontline Ltd. (a)

250,000

4,116,444

OMI Corp. (a)

359,700

2,495,419

Teekay Shipping Corp.

50,900

1,902,388

11,285,344

Trucking & Freight - 0.4%

Covenant Transport, Inc. Class A (a)

322,400

2,921,750

TDG PLC

600,000

1,617,865

4,539,615

TOTAL TRANSPORTATION

30,438,914

UTILITIES - 0.1%

Cellular - 0.1%

Arch Wireless, Inc. (a)

250,000

750,000

TOTAL COMMON STOCKS

(Cost $903,573,703)

1,004,989,734

Cash Equivalents - 12.9%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 6.61% (b)

134,923,481

$ 134,923,481

Fidelity Securities Lending Cash Central Fund, 6.66% (b)

11,840,800

11,840,800

TOTAL CASH EQUIVALENTS

(Cost $146,764,281)

146,764,281

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $1,050,337,984)

1,151,754,015

NET OTHER ASSETS - (1.2)%

(13,286,226)

NET ASSETS - 100%

$ 1,138,467,789

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Affiliated company

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding
is as follows:

Security

Acquisition Date

Acquisition Cost

Geneva
Proteomics

7/7/00

$ 236,500

Lucent
Technologies

5/19/00

$ 8,061

Distribution of investments by country of issue, as a percentage of total net assets,
is as follows:

United States of America

86.1%

Canada

4.4

United Kingdom

1.9

Norway

1.4

Netherlands

1.4

Bermuda

1.3

Others (individually less than 1%)

3.5

100.0%

Income Tax Information

At October 31, 2000, the aggregate
cost of investment securities for income
tax purposes was $1,059,381,470. Net unrealized appreciation aggregated $92,372,545, of which $219,827,395 related to appreciated investment securities and $127,454,850 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

October 31, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $1,050,337,984) - See accompanying schedule

$ 1,151,754,015

Cash

466,497

Receivable for investments sold

9,849,891

Receivable for fund shares sold

2,372,390

Dividends receivable

545,872

Interest receivable

707,327

Redemption fees receivable

7,075

Other receivables

173,341

Total assets

1,165,876,408

Liabilities

Payable for investments purchased

$ 14,025,483

Payable for fund shares redeemed

566,277

Accrued management fee

782,898

Other payables and accrued expenses

193,161

Collateral on securities loaned, at value

11,840,800

Total liabilities

27,408,619

Net Assets

$ 1,138,467,789

Net Assets consist of:

Paid in capital

$ 1,013,521,578

Undistributed net investment income

2,296,296

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

21,237,611

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

101,412,304

Net Assets, for 80,608,481 shares outstanding

$ 1,138,467,789

Net Asset Value, offering price and redemption price
per share ($1,138,467,789
÷ 80,608,481 shares) A

$14.12

A Redemption price per share is equal to net asset value less any applicable redemption fee.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended October 31, 2000 (Unaudited)

Investment Income

Dividends (including $941,592 received from
affiliated issuers)

$ 4,274,506

Interest

3,329,705

Security lending

236,237

Total income

7,840,448

Expenses

Management fee
Basic fee

$ 3,876,255

Performance adjustment

651,477

Transfer agent fees

1,041,671

Accounting and security lending fees

137,553

Non-interested trustees' compensation

1,748

Custodian fees and expenses

74,080

Registration fees

54,395

Audit

11,698

Legal

3,001

Miscellaneous

150

Total expenses before reductions

5,852,028

Expense reductions

(263,327)

5,588,701

Net investment income

2,251,747

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized gain (loss) of
$(2,370,728) on sales of investments in affiliated issuers)

29,937,670

Foreign currency transactions

(81,935)

Futures contracts

101,864

29,957,599

Change in net unrealized appreciation (depreciation) on:

Investment securities

12,392,718

Assets and liabilities in foreign currencies

13,102

12,405,820

Net gain (loss)

42,363,419

Net increase (decrease) in net assets resulting
from operations

$ 44,615,166

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended October 31, 2000
(Unaudited)

Year ended
April 30,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income (loss)

$ 2,251,747

$ (54,597)

Net realized gain (loss)

29,957,599

139,747,642

Change in net unrealized appreciation (depreciation)

12,405,820

75,236,081

Net increase (decrease) in net assets resulting
from operations

44,615,166

214,929,126

Distributions to shareholders from net realized gains

(20,606,227)

-

Share transactions
Net proceeds from sales of shares

183,357,519

426,546,817

Reinvestment of distributions

20,112,614

-

Cost of shares redeemed

(57,454,180)

(103,396,967)

Net increase (decrease) in net assets resulting
from share transactions

146,015,953

323,149,850

Redemption fees

1,055,093

2,986,482

Total increase (decrease) in net assets

171,079,985

541,065,458

Net Assets

Beginning of period

967,387,804

426,322,346

End of period (including undistributed net investment income of $2,296,296 and $44,549, respectively)

$ 1,138,467,789

$ 967,387,804

Other Information

Shares

Sold

12,804,952

33,983,353

Issued in reinvestment of distributions

1,479,950

-

Redeemed

(4,057,754)

(8,670,441)

Net increase (decrease)

10,227,148

25,312,912

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

Six months ended October 31, 2000

Years ended April 30,

(Unaudited)

2000

1999

1998 G

Selected Per-Share Data

Net asset value,
beginning of period

$ 13.74

$ 9.46

$ 10.55

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.03

(.00)

.00

.01

Net realized and
unrealized gain (loss)

.63

4.22

(1.20)

.54

Total from investment operations

.66

4.22

(1.20)

.55

Less Distributions

From net investment income

-

-

(.01)

-

In excess of net investment income

-

-

(.01)

-

From net realized gain

(.29)

-

-

-

Total distributions

(.29)

-

(.02)

-

Redemption fees added to paid
in capital

.01

.06

.13

-

Net asset value, end of period

$ 14.12

$ 13.74

$ 9.46

$ 10.55

Total Return B, C

4.96%

45.24%

(10.12)%

5.50%

Ratios and Supplemental Data

Net assets, end of period
(000 omitted)

$ 1,138,468

$ 967,388

$ 426,322

$ 737,997

Ratio of expenses to average net assets

1.07% A

1.17%

1.04%

1.50% A, E

Ratio of expenses to average net assets after expense reductions

1.02% A, F

1.13% F

.99% F

1.48% A, F

Ratio of net investment income (loss) to average net assets

.41% A

(.01)%

.01%

.67% A

Portfolio turnover rate

116% A

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 (loss) 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

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended October 31, 2000 (Unaudited)

1. Significant Accounting Policies.

Fidelity Small Cap Stock Fund (the fund) is a fund of Fidelity Commonwealth Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company organized as a Massachusetts business trust. 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 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. Investments in open-end investment companies are valued at their net asset value each business day.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Taxes - continued

schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

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

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of 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 custodian bank. 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 $255,436 or .02% of net assets.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $619,335,445 and $575,514,656, respectively.

The market value of futures contracts opened and closed during the period amounted to $20,820,680 and $20,922,544, 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 ±.20% of the fund's average net assets over the performance period) based on the fund's investment performance as compared to the appropriate index over a specified period of time. For the period, the management fee was equivalent to an annualized rate of .83% of average net assets after the performance adjustment.

Sub-Adviser Fee. Beginning January 1, 2001, FMR Co.(FMRC) will serve as a sub-adviser for the fund. FMRC is a wholly owned subsidiary of FMR and will receive a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the fund's assets that will be managed by FMRC.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .19% of average net assets.

Accounting 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.

Cash Central Funds. Pursuant to an Exemptive Order issued by the SEC, the fund may invest in the Fidelity Cash Central Fund and the Fidelity Securities Lending Cash Central Fund (the Cash Funds) managed by FIMM. 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 investment income. Income distributions earned by the fund are recorded as either interest income or security lending income in the accompanying financial statements.

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 $26,411 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 $11,300,962. The fund received cash collateral of $11,840,800 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 $253,124 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 $5,188, and $5,015, respectively, under these arrangements.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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:

Summary of Transactions with Affiliated Companies

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Ashworth, Inc.

$ 468,719

$ -

$ -

$ 5,708,250

CEC Entertainment, Inc.

2,710,686

-

-

47,096,894

Childtime Learning Centers, Inc.

-

2,139,373

-

2,796,500

Coinstar, Inc.

820,859

-

-

19,049,344

Cornell Companies, Inc.

742,620

-

-

4,720,500

Datakey, Inc.

2,741,889

-

-

4,358,750

Future Shop Ltd.

2,279,283

1,640,540

-

9,845,386

Hibbett Sporting Goods, Inc.

-

-

-

16,986,094

I-Stat Corp.

1,769,934

-

-

19,791,813

MapInfo Corp.

3,133,236

8,567,276

-

22,784,822

Medallion Financial Corp.

2,480,001

6,843,546

941,592

12,735,881

Medialink Worldwide, Inc.

102,291

-

-

3,827,925

Murchison United NL

326,110

-

-

2,808,810

New Horizons Worldwide, Inc.

262,071

-

-

8,598,500

Papa John's International, Inc.

-

-

-

30,467,078

Pinnacle Systems

99,375

-

-

32,331,363

ProsoftTraining.com

1,364,032

-

-

13,374,200

Shop At Home, Inc.

-

-

-

3,263,800

Sizzler International, Inc.

180,169

509,057

-

4,240,313

Source Information
Management Co.

3,425,057

4,321,149

-

9,641,500

Ultimate Electronics, Inc.

7,450,285

-

-

27,559,763

VelocityHSI, Inc.

1,316,248

-

-

892,564

TOTALS

$ 31,672,865

$ 24,020,941

$ 941,592

$ 302,880,050

Semiannual Report

Distributions

The Board of Trustees of Fidelity Small Cap Stock Fund voted to pay on December 11, 2000, to shareholders of record at the opening of business on December 8, 2000, a distribution of $.36 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.04 per share from net investment income.

Semiannual Report

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
®)
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+
®

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.

Semiannual Report

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 Limited

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

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 *

Advisory Board

J. Michael Cook

Abigail P. Johnson

Marie L. Knowles

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

* Independent trustees

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Fidelity's Growth Funds

Aggressive Growth Fund

Blue Chip Growth Fund

Capital Appreciation Fund

Contrafund ®

Contrafund ® II

Disciplined Equity Fund

Dividend Growth Fund

Export and Multinational Fund

Fidelity Fifty®

Growth Company Fund

Large Cap Stock Fund

Low-Priced Stock Fund

Magellan® Fund

Mid-Cap Stock Fund

New Millennium Fund®

OTC Portfolio

Retirement Growth Fund

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Small Cap Stock Fund

Stock Selector

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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®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

SLCX-SANN-1200 118657
1.711817.102

Fidelity®

Mid-Cap Stock

Fund

Semiannual Report

October 31, 2000

(2_fidelity_logos)

Contents

President's Message

3

Ned Johnson on investing strategies.

Performance

4

How the fund has done over time.

Fund Talk

6

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

Investment Changes

9

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

Investments

10

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

Financial Statements

25

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

Notes

29

Notes to the financial statements.

Distributions

34

To reduce expenses, only one copy of most financial reports and prospectuses may be mailed to households, even if more than one person in the household has an account in the fund. Call Fidelity at 1-800-544-8544 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, contact Fidelity in writing at P.O. Box 5000, Cincinnati, OH 45273-8692.

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.

(Recycle graphic)   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.

Semiannual Report

President's Message

|

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

A sixth-straight year of double-digit positive returns for the Dow Jones Industrial Average, NASDAQ and S&P 500® could be in jeopardy unless the U.S. stock market shows marked improvement in the final two months of 2000. Through October, all three indexes had negative year-to-date returns. On the other hand, most fixed-income sectors were solidly in the black. Treasuries and other long-term government securities led the way, returning nearly 14%.

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.

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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

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).

Cumulative Total Returns

Periods ended October 31, 2000

Past 6
months

Past 1
year

Past 5
years

Life of
fund

Fidelity Mid-Cap Stock

12.22%

58.24%

223.12%

352.84%

S&P MidCap 400 ®

8.56%

31.65%

164.80%

228.03%

Mid-Cap Funds Average

4.50%

36.18%

150.45%

n/a*

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, 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 six month average represents a peer group of 494 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.(dagger)

Average Annual Total Returns

Periods ended October 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity Mid-Cap Stock

58.24%

26.44%

25.73%

S&P MidCap 400

31.65%

21.50%

19.73%

Mid-Cap Funds Average

36.18%

19.39%

n/a*

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. (Note: Lipper calculates average annual total returns by annualizing each fund's total return, then taking an arithmetic average. This may produce a different figure than that obtained by averaging the cumulative total returns and annualizing the result.)

* Not available

Semiannual Report

$10,000 Over Life of Fund



$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 October 31, 2000, the value of the investment would have grown to $45,284 - a 352.84% 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 $32,803 - a 228.03% increase.

Understanding
Performance

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

3

* 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 October 31, 2000, the six months, one year and five year cumulative total returns for the multi-cap growth funds average were -0.99%, 34.32% and 193.90%, respectively. The one year and five year average annual total returns were 34.32% and 23.56%, respectively. The six months, one year and five year cumulative total returns for the multi-cap supergroup average were 2.19%, 19.65%, and 141.87%, respectively. The one year and five year average annual total returns were 19.65% and 18.73%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

The U.S. equity market environment during the six-month period that ended October 31, 2000, will be remembered as one of the most difficult in recent years. Three negative factors - rising interest rates, the highest oil prices in a decade and the declining value of the European currency - collectively hindered the growth of many domestic companies. As a result, investors reacted pessimistically to most stocks, regardless of market capitalization or industry. In May, the tech-heavy NASDAQ Composite Index experienced a sharp decline and failed to recoup the gains it achieved earlier in the year as the period wore on. The NASDAQ ended the six-month period with a -12.64% return. The Standard & Poor's 500SM Index, an index of 500 larger companies, declined 1.03%. Elsewhere, the Russell 2000® Index, a benchmark of smaller companies that had gained nearly 19% in the previous six-month period, slumped to a -1.11% return. Only the blue chips' benchmark, the Dow Jones Industrial Average, finished the period with a gain, returning 3.01% in large part because investors favored more established companies in October. For its part, the Federal Reserve Board raised the federal funds rate to 6.50% in May - its highest level in nine years - in an attempt to slow the economy and ward off inflation. Meanwhile, the euro's weakness and higher fuel costs particularly hurt multinational companies, many of which lowered third-quarter earnings targets.

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

Q. How did the fund perform, David?

A. For the six-month period that ended October 31, 2000, the fund returned 12.22%, compared to a return of 8.56% for the Standard & Poor's MidCap 400 Index and 4.50% for the mid-cap funds average, as measured by Lipper Inc. For the 12-month period that ended October 31, 2000, the fund returned 58.24%. During the same 12-month period, the Standard & Poor's MidCap 400 Index returned 31.65%, while the Lipper mid-cap funds average returned 36.18%. The decisions early in the six-month period to reduce the emphasis on technology stocks and to raise the weightings in health care helped the fund outperform both the S&P MidCap 400 index and the Lipper peer group average.

Q. What factors affected performance?

A. The biggest factor was the change in investor sentiment about technology. Early in 2000, the growth in both the Internet and wireless communications drove stock market performance. Then, in the middle of the year, we started to see cracks in both trends. The dot-coms started experiencing problems, which hurt technology stocks in general. At the same time, supply in wireless communications started to outpace demand, and telecommunications stocks also began to fall. With 38.9% of net assets in technology on April 30, the fund started the period with an overweighted position in the sector relative to the S&P MidCap 400 index. As I saw slowing growth in both the Internet and wireless, I brought the technology weighting down to 12.1% by October 31. I also began the fiscal period with an overweighted position in energy stocks. Valuations were attractive, OPEC showed discipline in controlling supply and long-delayed capital spending projects were starting up because of the rising energy prices. The energy position helped performance, but I reduced the holdings in the sector from 11.0% of net assets to 7.1% during the six months as stocks hit their target prices and OPEC began showing less discipline in controlling supply.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. Why did you increase the fund's health care position, which rose from 12.0% of net assets to 21.3% during the six-month period?

A. As I cut technology and energy, I redeployed assets into health care, which was a positive contributor. Developments in biotechnology were exciting and health maintenance organizations (HMOs) showed improving prospects after a prolonged period of underperformance. In the case of biotechnology, many of the most promising companies were developing products based on genomics, or the science of gene mapping. I believed if these companies were successful, their stocks could perform well regardless of how technology did.

Q. What stocks helped performance?

A. Myriad Genetics, which is developing diagnostic processes for heart disease and cancer, was a very strong performer. Millennium Pharmaceuticals and Protein Design Labs, two biotech research companies, also performed very well. My decision to raise the fund's weighting in financial services boosted the fund's returns, although I continued to underweight the industry. Freddie Mac, with its record of stable earnings growth, was a strong contributor to performance.

Q. Were there any disappointments?

A. While I reduced the technology holdings substantially, I probably should have moved even earlier than I did. Doubleclick, the leader in Internet advertising, fell sharply as the Internet market slowed. Kopin, which produces wafers for wireless handsets, was a successful investment for the fund over the longer term, but it hurt performance during the six-month period. I sold the fund's positions in both Doubleclick and Kopin.

Q. What's your outlook, David?

A. The critical issue I face is whether to continue to de-emphasize technology or whether the sector's outlook will improve and begin to rally. While it's true that consumer-oriented Internet stocks have been weak, corporate spending on data processing and Internet operations continues to expand. A major question will be whether major corporations, both domestic and multinational, continue to spend heavily on information technology or whether their technology spending will slow. This is the key question with which I will be wrestling.

Semiannual Report

Fund Talk: The Manager's Overview - continued

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.

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 October 31, 2000, more than $6.3 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

3

David Felman on the improving prospects for stocks of health maintenance organizations (HMOs):

"In the past, HMOs have had trouble both raising prices and forecasting their actual claims costs, making it difficult to predict their profitability. Recently, however, they have gained more control over their pricing. As a result, revenues have started increasing at annual rates of 10% to 11%. At the same time, they have been able to get a better grip on their costs. At one time, HMOs would raise their prices at the beginning of the year, but it would take a calendar quarter or more before claims would be filed and the companies understood their actual costs. Now, with better data processing systems, claims are filed faster and companies get an earlier understanding of their costs. This improved efficiency enhances their ability to set their prices at profitable levels.

"Despite this improving outlook, HMOs still face some uncertainty because they are vulnerable to political issues, such as proposals to give patients the right to sue them. Government and regulatory issues such as these are major factors affecting HMOs."

Semiannual Report

Investment Changes

Top Ten Stocks as of October 31, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

Freddie Mac

2.8

0.9

Fannie Mae

1.1

0.0

Concord EFS, Inc.

1.1

0.1

CIGNA Corp.

1.0

0.7

Allegheny Energy, Inc.

1.0

0.0

Millennium Pharmaceuticals, Inc.

0.9

0.4

Trigon Healthcare, Inc.

0.9

0.0

Dynegy, Inc. Class A

0.8

0.8

National Semiconductor Corp.

0.8

0.5

Calpine Corp.

0.8

0.9

11.2

4.3

Top Five Market Sectors as of October 31, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

Health

21.3

12.0

Finance

13.4

6.5

Technology

12.1

38.9

Utilities

10.1

9.0

Energy

7.1

11.0

Asset Allocation (% of fund's net assets)

As of October 31, 2000 *

As of April 30, 2000 **

Stocks and
Equity Futures 89.8%

Stocks 94.3%

Short-Term
Investments and
Net Other Assets 10.2%

Short-Term
Investments and
Net Other Assets 5.7%

* Foreign investments

4.2%

** Foreign investments

5.0%



Semiannual Report

Investments October 31, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 86.0%

Shares

Value (Note 1) (000s)

AEROSPACE & DEFENSE - 0.7%

Aerospace & Defense - 0.5%

Honeywell International, Inc.

517,600

$ 27,853

Defense Electronics - 0.0%

Cubic Corp.

700

19

Ship Building & Repair - 0.2%

General Dynamics Corp.

206,100

14,749

TOTAL AEROSPACE & DEFENSE

42,621

BASIC INDUSTRIES - 4.9%

Chemicals & Plastics - 2.4%

Avery Dennison Corp.

125,980

6,362

Dow Chemical Co.

721,000

22,081

E.I. du Pont de Nemours and Co.

298,400

13,540

FMC Corp. (a)

214,900

16,332

Georgia Gulf Corp.

269,600

3,606

Ivex Packaging Corp. (a)

279,900

2,747

Lyondell Chemical Co.

615,900

8,854

Olin Corp.

381,200

6,766

PolyOne Corp.

198,600

1,564

Praxair, Inc.

916,700

34,147

Rohm & Haas Co.

106,400

3,199

Sealed Air Corp. (a)

100,000

4,813

Solutia, Inc.

469,900

5,991

Union Carbide Corp.

451,500

19,415

149,417

Paper & Forest Products - 2.5%

Bowater, Inc.

257,900

13,959

Georgia-Pacific Corp.

1,019,720

27,405

International Paper Co.

895,600

32,801

Kimberly-Clark Corp.

384,500

25,377

Mead Corp.

480,100

13,893

Pactiv Corp. (a)

1,717,300

18,032

Smurfit-Stone Container Corp. (a)

364,500

4,921

Trex Co., Inc. (a)

93,800

3,506

Weyerhaeuser Co.

156,600

7,350

Willamette Industries, Inc.

402,800

14,627

161,871

TOTAL BASIC INDUSTRIES

311,288

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSTRUCTION & REAL ESTATE - 1.0%

Building Materials - 0.5%

American Standard Companies, Inc. (a)

400,270

$ 18,362

Shaw Group (a)

26,800

2,184

York International Corp.

451,800

12,283

32,829

Construction - 0.3%

Centex Corp.

481,200

17,804

Engineering - 0.1%

Tetra Tech, Inc. (a)

212,300

7,377

Real Estate Investment Trusts - 0.1%

Spieker Properties, Inc.

101,600

5,626

TOTAL CONSTRUCTION & REAL ESTATE

63,636

DURABLES - 1.8%

Autos, Tires, & Accessories - 0.4%

Danaher Corp.

166,300

10,498

Federal Signal Corp.

286,000

6,685

Johnson Controls, Inc.

52,800

3,148

Lear Corp. (a)

153,600

4,186

Superior Industries International, Inc.

101,700

3,464

27,981

Consumer Electronics - 0.2%

Gemstar-TV Guide International, Inc. (a)

70,800

4,854

General Motors Corp. Class H

264,100

8,557

13,411

Home Furnishings - 0.6%

Herman Miller, Inc.

201,900

5,275

Hillenbrand Industries, Inc.

489,300

22,630

HON Industries, Inc.

129,900

3,126

Leggett & Platt, Inc.

436,600

7,149

38,180

Textiles & Apparel - 0.6%

Jones Apparel Group, Inc. (a)

307,500

8,552

Liz Claiborne, Inc.

274,780

11,678

Mohawk Industries, Inc. (a)

143,600

3,132

Common Stocks - continued

Shares

Value (Note 1) (000s)

DURABLES - continued

Textiles & Apparel - continued

Shaw Industries, Inc.

164,300

$ 3,050

Timberland Co. Class A (a)

170,500

8,802

35,214

TOTAL DURABLES

114,786

ENERGY - 7.1%

Energy Services - 4.5%

BJ Services Co. (a)

469,800

24,635

Cal Dive International, Inc. (a)

88,600

4,408

Coflexip SA sponsored ADR

88,500

5,050

Diamond Offshore Drilling, Inc.

410,300

14,181

ENSCO International, Inc.

677,600

22,530

Global Marine, Inc. (a)

1,262,100

33,446

Grey Wolf, Inc. (a)

1,816,300

8,400

Halliburton Co.

292,300

10,833

Hanover Compressor Co. (a)

347,900

11,350

Helmerich & Payne, Inc.

312,700

9,831

Nabors Industries, Inc. (a)

352,300

17,932

Noble Drilling Corp. (a)

640,300

26,612

Pride International, Inc. (a)

166,400

4,212

R&B Falcon Corp. (a)

599,800

14,995

Rowan Companies, Inc. (a)

78,800

1,985

Smith International, Inc. (a)

143,800

10,138

Tidewater, Inc.

550,500

25,426

Transocean Sedco Forex, Inc.

219,800

11,649

Varco International, Inc. (a)

481,547

8,307

Weatherford International, Inc.

530,700

19,371

285,291

Oil & Gas - 2.6%

Anadarko Petroleum Corp.

203,300

13,021

Apache Corp.

199,200

11,018

Burlington Resources, Inc.

127,300

4,583

Cooper Cameron Corp. (a)

195,100

10,633

Devon Energy Corp.

559,546

28,201

EOG Resources, Inc.

134,100

5,280

Grant Prideco, Inc. (a)

310,200

5,758

Kerr-McGee Corp.

51,052

3,334

Murphy Oil Corp.

41,800

2,422

Noble Affiliates, Inc.

136,700

5,015

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - continued

Oil & Gas - continued

Ocean Energy, Inc. (a)

612,100

$ 8,493

Suncor Energy, Inc.

185,100

3,617

Tosco Corp.

836,819

23,954

USX - Marathon Group

135,500

3,684

Valero Energy Corp.

483,000

15,969

Veritas DGC, Inc. (a)

583,400

17,502

162,484

TOTAL ENERGY

447,775

FINANCE - 13.4%

Banks - 0.7%

Bank of New York Co., Inc.

225,100

12,957

Commerce Bancorp, Inc.

97,200

5,887

PNC Financial Services Group, Inc.

149,400

9,991

U.S. Bancorp

561,400

13,579

42,414

Credit & Other Finance - 1.1%

Concord EFS, Inc. (a)

1,649,700

68,153

Federal Sponsored Credit - 4.1%

Fannie Mae

885,800

68,207

Freddie Mac

2,994,800

179,689

USA Education, Inc.

247,600

13,835

261,731

Insurance - 7.4%

ACE Ltd.

860,300

33,767

AFLAC, Inc.

131,500

9,608

Allmerica Financial Corp.

199,700

12,594

AMBAC Financial Group, Inc.

625,200

49,899

American General Corp.

75,200

6,054

American International Group, Inc.

265,500

26,019

Arthur J. Gallagher & Co.

114,300

7,215

Berkshire Hathaway, Inc. Class B (a)

11,800

24,815

CIGNA Corp.

517,450

63,103

First Health Group Corp. (a)

236,100

9,208

Hartford Financial Services Group, Inc.

297,600

22,153

Hilb, Rogal & Hamilton Co.

148,600

5,888

Jefferson-Pilot Corp.

62,200

4,276

John Hancock Financial Services, Inc.

410,900

12,995

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCE - continued

Insurance - continued

Loews Corp.

216,000

$ 19,643

MBIA, Inc.

222,000

16,137

MetLife, Inc.

1,052,200

29,067

Nationwide Financial Services, Inc. Class A

275,200

13,382

Protective Life Corp.

551,900

12,763

The Chubb Corp.

348,500

29,426

The St. Paul Companies, Inc.

312,200

16,000

Torchmark Corp.

198,600

6,616

UnumProvident Corp.

364,400

10,294

XL Capital Ltd. Class A

334,400

25,707

466,629

Securities Industry - 0.1%

Lehman Brothers Holdings, Inc.

102,400

6,605

TOTAL FINANCE

845,532

HEALTH - 21.3%

Drugs & Pharmaceuticals - 13.7%

3 Dimensional Pharmaceuticals, Inc.

159,300

3,803

Abgenix, Inc. (a)

152,200

12,005

Alkermes, Inc. (a)

288,900

10,707

Alliance Pharmaceutical Corp. (a)

586,100

8,279

Alpharma, Inc. Class A

163,000

6,326

ALZA Corp. (a)

95,800

7,754

Aviron (a)

733,250

47,936

Biovail Corp. (a)

479,000

20,450

Bristol-Myers Squibb Co.

429,540

26,175

Celgene Corp. (a)

633,400

40,775

Cell Therapeutics, Inc. (a)

217,600

14,555

Cephalon, Inc. (a)

243,300

13,047

Chiron Corp. (a)

281,700

12,201

CIMA Labs, Inc. (a)

201,700

11,094

COR Therapeutics, Inc. (a)

788,300

44,539

Corixa Corp. (a)

278,700

12,402

CV Therapeutics, Inc. (a)

112,400

8,852

Enzon, Inc. (a)

324,000

23,085

Forest Laboratories, Inc. (a)

180,200

23,877

GelTex Pharmaceuticals, Inc. (a)

496,400

24,634

Genzyme Corp. - General Division (a)

598,800

42,515

Gilead Sciences, Inc. (a)

302,440

26,010

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Human Genome Sciences, Inc. (a)

30,000

$ 2,652

IDEC Pharmaceuticals Corp. (a)

182,600

35,812

ImClone Systems, Inc. (a)

777,400

42,514

Incyte Genomics, Inc. (a)

170,500

6,245

Intermune Pharmaceuticals, Inc.

363,800

18,190

IVAX Corp. (a)

801,300

34,857

KV Pharmaceutical Co. Class A (a)

430,600

16,766

Medarex, Inc. (a)

121,800

7,445

Millennium Pharmaceuticals, Inc. (a)

786,794

57,092

Mylan Laboratories, Inc.

308,600

8,641

Myriad Genetics, Inc. (a)

309,000

37,080

Noven Pharmaceuticals, Inc. (a)

79,100

3,525

Protein Design Labs, Inc. (a)

123,200

16,642

QLT, Inc. (a)

167,400

8,356

Schering-Plough Corp.

142,800

7,381

Sepracor, Inc. (a)

435,000

29,634

Shire Pharmaceuticals Group PLC ADR (a)

232,800

14,637

Sigma-Aldrich Corp.

365,700

13,074

Teva Pharmaceutical Industries Ltd. ADR

506,200

29,929

Titan Pharmaceuticals, Inc. (a)

222,500

9,363

United Therapeutics Corp. (d)

127,700

6,832

Vertex Pharmaceuticals, Inc. (a)

85,800

7,989

XOMA Ltd. (a)

508,100

6,192

861,869

Medical Equipment & Supplies - 2.6%

Abbott Laboratories

339,800

17,946

Acuson Corp. (a)

267,500

6,102

AmeriSource Health Corp. Class A (a)

150,700

6,546

Biomet, Inc.

247,000

8,938

Cardinal Health, Inc.

416,900

39,501

Cygnus, Inc. (a)

168,500

1,506

Disetronic Holding AG

6,045

5,250

I-Stat Corp. (a)

262,800

5,157

Millipore Corp.

98,400

5,166

Novoste Corp. (a)

287,700

7,264

ORATEC Interventions, Inc.

35,800

358

Steris Corp. (a)

219,100

3,287

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH - continued

Medical Equipment & Supplies - continued

Stryker Corp.

959,500

$ 45,216

Sybron International, Inc. (a)

370,250

9,164

161,401

Medical Facilities Management - 5.0%

AmeriPath, Inc. (a)

708,000

12,700

Express Scripts, Inc. Class A (a)

370,100

24,866

HCA - The Healthcare Co.

631,400

25,217

Health Management Associates, Inc. Class A (a)

1,225,700

24,284

HEALTHSOUTH Corp. (a)

1,283,700

15,404

Laboratory Corp. of America Holdings (a)

80,800

10,898

Lincare Holdings, Inc. (a)

169,300

7,121

Oxford Health Plans, Inc. (a)

1,119,000

37,766

Quest Diagnostics, Inc. (a)

266,900

25,689

Tenet Healthcare Corp.

531,600

20,899

Trigon Healthcare, Inc. (a)

789,900

56,626

UnitedHealth Group, Inc.

410,800

44,931

Wellpoint Health Networks, Inc. (a)

103,700

12,126

318,527

TOTAL HEALTH

1,341,797

INDUSTRIAL MACHINERY & EQUIPMENT - 1.4%

Electrical Equipment - 0.7%

California Amplifier, Inc. (a)

200,600

5,015

General Electric Co.

236,400

12,958

L-3 Communications Holdings, Inc. (a)

40,700

2,684

Pace Micro Technology PLC

779,000

5,556

Research in Motion Ltd. (a)

59,100

5,900

Vyyo, Inc.

498,800

11,036

43,149

Industrial Machinery & Equipment - 0.7%

Ingersoll-Rand Co.

352,100

13,292

Mettler-Toledo International, Inc. (a)

382,700

17,867

Parker-Hannifin Corp.

244,200

10,104

41,263

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

84,412

Common Stocks - continued

Shares

Value (Note 1) (000s)

MEDIA & LEISURE - 2.6%

Broadcasting - 1.1%

Comcast Corp. Class A (special) (a)

143,500

$ 5,848

EchoStar Communications Corp. Class A (a)

148,800

6,733

Entercom Communications Corp. Class A (a)

108,500

4,252

LodgeNet Entertainment Corp. (a)

70,100

1,231

Pegasus Communications Corp. (a)

767,250

27,285

Radio One, Inc. Class A (a)

119,200

946

Univision Communications, Inc. Class A (a)

562,800

21,527

67,822

Entertainment - 0.6%

Mandalay Resort Group (a)

457,900

9,530

MGM Mirage, Inc.

440,400

15,221

Park Place Entertainment Corp. (a)

890,000

11,348

Six Flags, Inc. (a)

328,400

5,131

41,230

Lodging & Gaming - 0.4%

Four Seasons Hotels, Inc.

111,000

8,136

Harrah's Entertainment, Inc. (a)

358,700

10,268

International Game Technology (a)

188,300

6,896

25,300

Publishing - 0.0%

Reader's Digest Association, Inc. Class A (non-vtg.)

28,700

1,053

Restaurants - 0.5%

Brinker International, Inc. (a)

339,100

13,310

Jack in the Box, Inc. (a)

627,520

15,374

28,684

TOTAL MEDIA & LEISURE

164,089

NONDURABLES - 4.1%

Agriculture - 0.4%

Delta & Pine Land Co.

461,200

11,271

Nutreco Holding NV

311,125

13,415

24,686

Beverages - 0.4%

Pepsi Bottling Group, Inc.

429,200

14,861

The Coca-Cola Co.

127,300

7,686

22,547

Common Stocks - continued

Shares

Value (Note 1) (000s)

NONDURABLES - continued

Foods - 2.2%

Keebler Foods Co.

261,200

$ 10,579

McCormick & Co., Inc. (non-vtg.)

300,500

9,522

Nabisco Group Holdings Corp.

1,000,200

28,881

Nabisco Holdings Corp. Class A

351,300

18,992

PepsiCo, Inc.

485,600

23,521

Quaker Oats Co.

202,900

16,549

Sysco Corp.

595,400

31,072

139,116

Household Products - 0.2%

Estee Lauder Companies, Inc. Class A

318,900

14,809

Tobacco - 0.9%

Philip Morris Companies, Inc.

631,100

23,114

RJ Reynolds Tobacco Holdings, Inc.

862,800

30,845

53,959

TOTAL NONDURABLES

255,117

PRECIOUS METALS - 0.7%

Agnico-Eagle Mines Ltd.

261,000

1,380

Barrick Gold Corp.

600,700

7,990

Meridian Gold, Inc. (a)

1,247,140

6,307

Newmont Mining Corp.

35,700

484

Placer Dome, Inc.

1,401,500

11,645

Stillwater Mining Co. (a)

551,098

15,982

TOTAL PRECIOUS METALS

43,788

RETAIL & WHOLESALE - 1.3%

Apparel Stores - 0.3%

Abercrombie & Fitch Co. Class A (a)

365,600

8,614

Venator Group, Inc. (a)

590,600

8,342

16,956

Drug Stores - 0.1%

Walgreen Co.

171,900

7,843

General Merchandise Stores - 0.1%

Kohls Corp. (a)

158,400

8,583

Grocery Stores - 0.5%

Kroger Co. (a)

348,200

7,856

Common Stocks - continued

Shares

Value (Note 1) (000s)

RETAIL & WHOLESALE - continued

Grocery Stores - continued

Safeway, Inc. (a)

231,700

$ 12,671

Whole Foods Market, Inc. (a)

218,600

10,110

30,637

Retail & Wholesale, Miscellaneous - 0.3%

Staples, Inc. (a)

429,938

6,127

Tiffany & Co., Inc.

206,600

8,819

14,946

TOTAL RETAIL & WHOLESALE

78,965

SERVICES - 1.7%

Advertising - 0.4%

ADVO, Inc. (a)

508,200

18,708

TMP Worldwide, Inc. (a)

124,800

8,687

27,395

Services - 1.3%

ACNielsen Corp. (a)

442,400

10,590

Cintas Corp.

993,500

46,074

Convergys Corp. (a)

63,400

2,762

Corporate Executive Board Co. (a)

198,400

9,151

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

10,733

0

Professional Detailing, Inc. (a)

70,800

6,275

Robert Half International, Inc. (a)

223,400

6,814

81,666

TOTAL SERVICES

109,061

TECHNOLOGY - 12.1%

Communications Equipment - 1.5%

3Com Corp.

1,575,600

27,967

Ciena Corp. (a)

2,780

292

Cisco Systems, Inc. (a)

315,300

16,987

Comverse Technology, Inc. (a)

74,874

8,367

InterVoice-Brite, Inc. (a)

203,300

1,989

Jabil Circuit, Inc. (a)

396,600

22,631

Natural MicroSystems Corp. (a)

219,600

9,923

Nokia AB sponsored ADR

154,700

6,613

94,769

Common Stocks - continued

Shares

Value (Note 1) (000s)

TECHNOLOGY - continued

Computer Services & Software - 5.1%

Affiliated Computer Services, Inc. Class A (a)

184,300

$ 10,263

Affymetrix, Inc. (a)

88,300

4,890

Amazon.com, Inc. (a)

1,062,000

38,896

Avant! Corp. (a)

28,200

474

BEA Systems, Inc. (a)

97,900

7,024

Cadence Design Systems, Inc. (a)

1,117,600

28,708

CMG PLC

148,800

2,455

DST Systems, Inc. (a)

307,600

18,956

Eclipsys Corp. (a)

408,700

10,090

Electronic Arts, Inc. (a)

258,800

12,940

Fiserv, Inc. (a)

264,200

13,854

Informix Corp. (a)

321,000

1,364

Intuit, Inc. (a)

128,920

7,921

J.D. Edwards & Co. (a)

237,200

6,138

Manugistics Group, Inc. (a)

27,100

3,088

PeopleSoft, Inc. (a)

681,700

29,750

Polycom, Inc. (a)

450,300

29,270

Rational Software Corp. (a)

571,200

34,094

Sema Group PLC

177,000

2,232

Sonus Networks, Inc.

228,300

7,876

SunGard Data Systems, Inc. (a)

517,600

26,462

Synopsys, Inc. (a)

177,400

6,187

The BISYS Group, Inc. (a)

310,000

14,609

Yahoo!, Inc. (a)

116,600

6,836

324,377

Computers & Office Equipment - 1.4%

Avocent Corp. (a)

333,800

23,679

CDW Computer Centers, Inc. (a)

182,800

11,779

Juniper Networks, Inc. (a)

4,580

893

Network Appliance, Inc. (a)

36,900

4,391

Palm, Inc.

191,600

10,263

SCI Systems, Inc. (a)

508,200

21,853

Symbol Technologies, Inc.

149,500

6,793

Tech Data Corp. (a)

170,200

7,085

86,736

Electronic Instruments - 1.7%

FEI Co. (a)

219,500

5,199

PE Corp. - Biosystems Group

218,300

25,541

PerkinElmer, Inc.

278,800

33,317

Common Stocks - continued

Shares

Value (Note 1) (000s)

TECHNOLOGY - continued

Electronic Instruments - continued

Thermo Electron Corp. (a)

222,900

$ 6,464

Varian, Inc. (a)

122,800

3,784

Waters Corp. (a)

437,600

31,753

106,058

Electronics - 2.4%

Analog Devices, Inc. (a)

100,900

6,559

Flextronics International Ltd. (a)

331,200

12,586

MIPS Technologies, Inc.:

Class A (a)

112,200

4,502

Class B (a)

2,200

77

National Semiconductor Corp. (a)

2,047,400

53,232

NVIDIA Corp. (a)

161,700

10,048

QLogic Corp. (a)

79,700

7,711

Sanmina Corp. (a)

359,200

41,061

Transwitch Corp. (a)

69,300

4,002

Vitesse Semiconductor Corp. (a)

155,500

10,875

150,653

TOTAL TECHNOLOGY

762,593

TRANSPORTATION - 1.8%

Air Transportation - 0.8%

Continental Airlines, Inc. Class B (a)

86,000

4,515

Northwest Airlines Corp. Class A (a)

153,300

4,369

SkyWest, Inc.

121,400

6,131

Southwest Airlines Co.

1,273,650

36,299

51,314

Railroads - 0.5%

Burlington Northern Santa Fe Corp.

101,800

2,704

Canadian National Railway Co.

493,800

15,568

CSX Corp.

208,000

5,265

Norfolk Southern Corp.

163,100

2,304

Union Pacific Corp.

28,000

1,313

27,154

Shipping - 0.3%

OMI Corp. (a)

122,300

848

Teekay Shipping Corp.

534,900

19,992

20,840

Common Stocks - continued

Shares

Value (Note 1) (000s)

TRANSPORTATION - continued

Trucking & Freight - 0.2%

Forward Air Corp. (a)

176,000

$ 7,238

Landstar System, Inc. (a)

144,800

6,842

14,080

TOTAL TRANSPORTATION

113,388

UTILITIES - 10.1%

Cellular - 0.4%

ALLTEL Corp.

286,300

18,448

Microcell Telecommunications, Inc. Class B (non-vtg.) (a)

255,400

7,171

Telephone & Data Systems, Inc.

27,932

2,947

28,566

Electric Utility - 7.5%

AES Corp. (a)

692,500

39,126

Allegheny Energy, Inc.

1,530,800

62,667

Ameren Corp.

212,200

8,435

American Electric Power Co., Inc.

706,100

29,303

Calpine Corp. (a)

659,810

52,084

Cinergy Corp.

179,700

5,503

Citizens Communications Co. (a)

392,300

5,688

Constellation Energy Corp.

134,400

5,603

DPL, Inc.

1,256,400

35,650

Duke Energy Corp.

296,000

25,586

Exelon Corp.

496,100

29,828

IPALCO Enterprises, Inc.

466,800

10,474

NiSource, Inc.

628,600

15,676

NRG Energy, Inc.

377,500

9,815

NSTAR Companies

275,000

10,639

Public Service Enterprise Group, Inc.

153,600

6,374

Reliant Energy, Inc.

354,300

14,637

SCANA Corp.

596,200

15,799

Southern Co.

948,600

27,865

Southern Energy, Inc.

338,300

9,219

TECO Energy, Inc.

107,000

2,983

TNPC, Inc.

337,500

5,611

TXU Corp.

316,100

11,715

Utilicorp United, Inc.

335,700

8,917

XCEL Energy, Inc.

886,900

22,671

471,868

Common Stocks - continued

Shares

Value (Note 1) (000s)

UTILITIES - continued

Gas - 1.8%

Columbia Energy Group

9,200

$ 662

Dynegy, Inc. Class A

1,156,132

53,543

Enron Corp.

127,300

10,447

Equitable Resources, Inc.

310,600

18,015

Kinder Morgan, Inc.

537,900

20,743

Questar Corp.

375,700

10,167

113,577

Telephone Services - 0.4%

CenturyTel, Inc.

187,100

7,203

TeraBeam Networks (d)

12,800

48

WinStar Communications, Inc. (a)

877,301

17,107

24,358

TOTAL UTILITIES

638,369

TOTAL COMMON STOCKS

(Cost $4,472,497)

5,417,217

Convertible Preferred Stocks - 0.0%

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Southern Energy, Inc. $3.125
(Cost $1,245)

24,900

1,514

U.S. Treasury Obligations - 0.2%

Moody's Ratings (unaudited)

Principal Amount (000s)

U.S. Treasury Bills, yield at date of purchase 6.05% to 6.26% 11/16/00 to 1/18/01 (c)
(Cost $14,603)

-

$ 14,750

14,604

Cash Equivalents - 17.4%

Shares

Value (Note 1)
(000s)

Fidelity Cash Central Fund, 6.61% (b)

1,007,588,343

$ 1,007,588

Fidelity Securities Lending Cash Central Fund, 6.66% (b)

86,510,000

86,510

TOTAL CASH EQUIVALENTS

(Cost $1,094,098)

1,094,098

TOTAL INVESTMENT PORTFOLIO - 103.6%

(Cost $5,582,443)

6,527,433

NET OTHER ASSETS - (3.6)%

(224,420)

NET ASSETS - 100%

$ 6,303,013

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Gain/(Loss)
(000s)

Purchased

923 S&P 400 Midcap Index Contracts

Dec. 2000

$ 240,557

$ (2,554)

The face value of futures purchased as a percentage of net assets - 3.8%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(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 $14,604.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

TeraBeam
Networks

4/7/00

$ 48

United
Therapeutics Corp.

7/13/00

$ 14,047

Income Tax Information

At October 31, 2000, the aggregate
cost of investment securities for income
tax purposes was $5,608,627,000. Net unrealized appreciation aggregated $918,806,000, of which $1,063,155,000 related to appreciated investment securities and $144,349,000 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

October 31, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $5,582,443) -
See accompanying schedule

$ 6,527,433

Cash

505

Receivable for investments sold

142,398

Receivable for fund shares sold

56,104

Dividends receivable

1,357

Interest receivable

4,839

Receivable for daily variation on futures contracts

4,961

Other receivables

139

Total assets

6,737,736

Liabilities

Payable for investments purchased

$ 336,638

Payable for fund shares redeemed

7,425

Accrued management fee

3,265

Other payables and accrued expenses

885

Collateral on securities loaned, at value

86,510

Total liabilities

434,723

Net Assets

$ 6,303,013

Net Assets consist of:

Paid in capital

$ 5,186,598

Undistributed net investment income

12,302

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

161,682

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

942,431

Net Assets, for 239,708 shares outstanding

$ 6,303,013

Net Asset Value, offering price and redemption price
per share ($6,303,013
÷ 239,708 shares)

$26.29

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended October 31, 2000 (Unaudited)

Investment Income

Dividends

$ 11,803

Interest

21,157

Security lending

800

Total income

33,760

Expenses

Management fee
Basic fee

$ 14,518

Performance adjustment

2,209

Transfer agent fees

4,746

Accounting and security lending fees

336

Non-interested trustees' compensation

8

Custodian fees and expenses

76

Registration fees

664

Audit

15

Legal

10

Interest

13

Miscellaneous

1

Total expenses before reductions

22,596

Expense reductions

(1,138)

21,458

Net investment income

12,302

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

214,294

Foreign currency transactions

196

Futures contracts

15,888

230,378

Change in net unrealized appreciation (depreciation) on:

Investment securities

301,977

Assets and liabilities in foreign currencies

(43)

Futures contracts

(2,554)

299,380

Net gain (loss)

529,758

Net increase (decrease) in net assets resulting
from operations

$ 542,060

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended October 31, 2000
(Unaudited)

Year ended
April 30,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income (loss)

$ 12,302

$ (4,648)

Net realized gain (loss)

230,378

422,079

Change in net unrealized appreciation (depreciation)

299,380

332,703

Net increase (decrease) in net assets resulting
from operations

542,060

750,134

Distributions to shareholders
From net investment income

-

(886)

From net realized gain

(292,997)

(238,596)

Total distributions

(292,997)

(239,482)

Share transactions
Net proceeds from sales of shares

2,703,637

3,197,174

Reinvestment of distributions

284,218

229,000

Cost of shares redeemed

(1,004,953)

(1,574,354)

Net increase (decrease) in net assets resulting
from share transactions

1,982,902

1,851,820

Total increase (decrease) in net assets

2,231,965

2,362,472

Net Assets

Beginning of period

4,071,048

1,708,576

End of period (including undistributed net investment income of $12,302 and $0, respectively)

$ 6,303,013

$ 4,071,048

Other Information

Shares

Sold

105,678

130,995

Issued in reinvestment of distributions

11,808

12,171

Redeemed

(39,786)

(70,072)

Net increase (decrease)

77,700

73,094

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

Six months ended October 31, 2000

Years ended April 30,

(Unaudited)

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning
of period

$ 25.13

$ 19.22

$ 18.80

$ 14.30

$ 14.83

$ 12.01

Income from Invest-
ment Operations

Net investment
income (loss)

.05 D

(.04) D

.01 D

(.02) D

.03 D

.11 F

Net realized
and unrealized gain (loss)

2.86

8.55

1.69

6.30

.73

3.49

Total from invest-
ment operations

2.91

8.51

1.70

6.28

.76

3.60

Less Distributions

From net investment income

-

(.01)

-

(.01)

(.03)

(.06)

From net
realized gain

(1.75)

(2.59)

(1.28)

(1.77)

(1.26)

(.72)

Total distributions

(1.75)

(2.60)

(1.28)

(1.78)

(1.29)

(.78)

Net asset value,
end of period

$ 26.29

$ 25.13

$ 19.22

$ 18.80

$ 14.30

$ 14.83

Total Return B, C

12.22%

49.47%

9.92%

46.55%

5.03%

30.84%

Ratios and Supplemental Data

Net assets, end
of period
(in millions)

$ 6,303

$ 4,071

$ 1,709

$ 1,898

$ 1,101

$ 1,461

Ratio of expenses
to average
net assets

.88% A

.89%

.77%

.90%

1.00%

1.02%

Ratio of expenses
to average net assets after ex-
pense reductions

.83% A, E

.86% E

.74% E

.86% E

.96% E

1.00% E

Ratio of net invest-
ment income
(loss) to average net assets

.48% A

(.20)%

.08%

(.10)%

.17%

1.01%

Portfolio turnover
rate

240% A

205%

121%

132%

155%

179%

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 (loss) 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 Investment income per share reflects a special dividend which amounted to $.04 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended October 31, 2000 (Unaudited)

1. Significant Accounting Policies.

Fidelity Mid-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 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. Investments in open-ended investment companies are valued at their net asset value each business day

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Taxes - continued

not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

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

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Joint Trading Account - continued

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 custodian bank. 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. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the schedule of investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. The fund is permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. At the end of the period, restricted securities (excluding 144A issues) amounted to $6,880,000 or 0.1% of net assets.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $6,560,581,000 and $5,498,561,000, respectively.

The market value of futures contracts opened and closed during the period amounted to $734,019,000 and $506,796,000, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 ±.20% of the fund's average net assets over the performance period) based on the fund's investment performance as compared to the appropriate index over a specified period of time. For the period, the management fee was equivalent to an annualized rate of .65% of average net assets after the performance adjustment.

Sub-Adviser Fee. Beginning January 1, 2001, FMR Co.(FMRC) will serve as a sub-adviser for the fund. FMRC is a wholly owned subsidiary of FMR and will receive a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the fund's assets that will be managed by FMRC.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .18% 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.

Cash Central Funds. Pursuant to an Exemptive Order issued by the SEC, the fund may invest in the Fidelity Cash Central Fund and the Fidelity Securities Lending Cash Central Fund (the Cash Funds) managed FIMM. 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 investment income. Income distributions earned by the fund are recorded as either interest income or security lending income in the accompanying financial statements.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 $176,000 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 $86,390,000. The fund received cash collateral of $86,510,000 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 the loan was outstanding amounted to $66,582,000. The weighted average interest rate was 7.06%. At period end there were no bank borrowings outstanding.

7. 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 $997,000 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 $132,000 and $9,000, respectively, under these arrangements.

Semiannual Report

Distributions

The Board of Trustees of Fidelity Mid-Cap Stock Fund voted to pay on December 11, 2000, to shareholders of record at the opening of business on December 8, 2000, a distribution of $.75 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.10 per share from net investment income.

Annual Report

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
®)
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+
®

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.

Semiannual Report

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
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7676 Hazard Center Drive
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8 Montgomery Street
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950 Northgate Drive
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1400 Civic Drive
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6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
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300 Atlantic Street
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29 South Main Street
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222 Delaware Avenue
Wilmington, DE

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4400 N. Federal Highway
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Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

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Atlanta, GA

Illinois

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Chicago, IL

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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

Semiannual Report

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

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Semiannual Report

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
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Fidelity Investments
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Semiannual Report

Semiannual Report

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 Limited

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

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 *

Advisory Board

J. Michael Cook

Abigail P. Johnson

Marie L. Knowles

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Fidelity Distributors Corporation

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Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

* Independent trustees

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Chase Manhattan Bank, N.A.

New York, NY

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The Fidelity Telephone Connection

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Fidelity®

Large Cap Stock

Fund

Semiannual Report

October 31, 2000

(2_fidelity_logos)

Contents

President's Message

3

Ned Johnson on investing strategies.

Performance

4

How the fund has done over time.

Fund Talk

6

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

Investment Changes

9

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

Investments

10

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

Financial Statements

18

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

Notes

22

Notes to the financial statements.

To reduce expenses, only one copy of most financial reports and prospectuses may be mailed to households, even if more than one person in the household has an account in the fund. Call Fidelity at 1-800-544-8544 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, contact Fidelity in writing at P. O. Box 5000, Cincinnati, OH 45273-8692.

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.

(Recycle graphic)   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.

Semiannual Report

President's Message

|

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

A sixth-straight year of double-digit positive returns for the Dow Jones Industrial Average, NASDAQ and S&P 500® could be in jeopardy unless the U.S. stock market shows marked improvement in the final two months of 2000. Through October, all three indexes had negative year-to-date returns. On the other hand, most fixed-income sectors were solidly in the black. Treasuries and other long-term government securities led the way, returning nearly 14%.

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.

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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

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).

Cumulative Total Returns

Periods ended October 31, 2000

Past 6
months

Past 1
year

Past 5
years

Life of
fund

Fidelity Large Cap Stock

-4.61%

7.29%

165.69%

181.36%

S&P 500 ®

-1.03%

6.09%

166.65%

183.66%

Growth Funds Average

-1.09%

15.32%

149.69%

n/a*

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or since the fund started on June 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 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 growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 1,606 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.(dagger)

Average Annual Total Returns

Periods ended October 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity Large Cap Stock

7.29%

21.58%

21.27%

S&P 500

6.09%

21.67%

21.45%

Growth Funds Average

15.32%

19.59%

n/a*

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. (Note: Lipper calculates average annual total returns by annualizing each fund's total return, then taking an arithmetic average. This may produce a different figure than that obtained by averaging the cumulative total returns and annualizing the result.)

* Not available

Semiannual Report

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Large Cap Stock Fund on June 22, 1995, when the fund started. As the chart shows, by October 31, 2000, the value of the investment would have grown to $28,136 - a 181.36% 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 $28,366 - a 183.66% increase.

Understanding
Performance

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

3

* 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 October 31, 2000, the six months, one year and five year cumulative total returns for the large cap growth funds average were -4.87%, 15.36% and 175.85%, respectively. The one year and five year average annual total returns were 15.36% and 22.17%, respectively. The six months, one year and five year cumulative total returns for the large cap supergroup average were -1.54%, 11.02% and 150.79%, respectively. The one year and five year average annual total returns were 11.02% and 19.89%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

The U.S. equity market environment during the six-month period that ended October 31, 2000, will be remembered as one of the most difficult in recent years. Three negative factors - rising interest rates, the highest oil prices in a decade and the declining value of the European currency - collectively hindered the growth of many domestic companies. As a result, investors reacted pessimistically to most stocks, regardless of market capitalization or industry. In May, the tech-heavy NASDAQ Composite Index experienced a sharp decline and failed to recoup the gains it achieved earlier in the year as the period wore on. The NASDAQ ended the six-month period with a -12.64% return. The Standard & Poor's 500SM Index, an index of 500 larger companies, declined 1.03%. Elsewhere, the Russell 2000® Index, a benchmark of smaller companies that had gained nearly 19% in the previous six-month period, slumped to a -1.11% return. Only the blue chips' benchmark, the Dow Jones Industrial Average, finished the period with a gain, returning 3.01% in large part because investors favored more established companies in October. For its part, the Federal Reserve Board raised the federal funds rate to 6.50% in May - its highest level in nine years - in an attempt to slow the economy and ward off inflation. Meanwhile, the euro's weakness and higher fuel costs particularly hurt multinational companies, many of which lowered third-quarter earnings targets.

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

Q. How did the fund perform, Karen?

A. For the six months that ended October 31, 2000, the fund returned -4.61%, lagging the Standard & Poor's 500 Index, which returned -1.03%. The growth funds average tracked by Lipper Inc. returned -1.09% during this same time frame. For the 12 months that ended October 31, 2000, the fund returned 7.29%, while the S&P 500 index and Lipper average returned 6.09% and 15.32%, respectively.

Q. Why did the fund trail its index and peer group during the six-month period?

A. The fund's emphasis on growth stocks, particularly technology - at the expense of financial and cyclical, or economically sensitive, stocks - left us overexposed to the downside volatility that plagued the S&P 500 index during the period. Investors collectively turned their backs on growth - despite a pair of short-lived rallies during the summer and a failed breakout in early October - and assumed a more defensive posture. Even though we owned a lot of the large, higher-quality tech names, such as Intel, Cisco and Texas Instruments, momentum for these stocks - along with their price appreciation from earlier in 2000 - vanished as the market grew increasingly concerned about how a slowing economy would affect the earnings of tech firms. Additionally, since we didn't own as many of the smaller-cap tech stocks - a group that produced a number of the period's best performers - as our Lipper peers did on average, we lost ground on a competitive basis.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What other factors influenced performance?

A. The fund's positioning in financial stocks also weighed on relative performance. Remaining underweighted in banks relative to the index hurt, as persistent flights to quality in the market, coupled with reduced interest-rate volatility, boosted the prices of these issues. Concerns about a slowing economy and declining credit quality were strong enough to keep me underexposed for much of the period. We did benefit from our investments elsewhere in the sector, which helped narrow the performance gap a bit. Insurer MetLife and home loan financer Fannie Mae were notable contributors. The fund's media holdings offered no such help, slipping on concerns about a slowdown in advertising spending by dot-com companies. DoubleClick was one of the fund's biggest detractors and was sold off prior to the close of the period. Even traditional firms with considerably less Internet exposure, such as Disney, were dragged down into the mire. Cable stocks felt additional pressure applied by satellite broadcasters, which threatened cable's emergence over local service markets. On a brighter note, the fund's underexposure to traditional telephone utilities, such as AT&T, helped. Many of these stocks drifted lower in response to pricing pressures and increased competition in consumer long distance. Taking profits in some of our energy holdings late in the period also helped, as oil prices proceeded to decline from their highs.

Q. What stocks helped the most? Which hurt?

A. Health stocks offered a safe haven for jittery tech investors during the period. The decision to increase the fund's exposure to the sector early in the period was a good one. Investors shrugged off fears of increased regulation and sustainability of earnings growth, bidding up prices of drug and biotechnology stocks, such as Merck and Human Genome, respectively. Schering-Plough and Millennium Pharmaceuticals also were big winners for us. On the tech front, our emphasis on Internet infrastructure paid off, with Juniper, Brocade and Sun Microsystems posting strong gains. Conversely, we had our share of disappointments including LAM Research, Yahoo!, Dell and Motorola. Retailing heavyweights Home Depot and Wal-Mart also dragged on fund returns.

Q. What's your outlook?

A. The market remains volatile and extremely unforgiving, as seen in the recent declines of stocks that failed to beat the Street's earnings expectations. It's become as important as ever to own the stocks that are expected to make their numbers over not just the following quarter, but two to three quarters down the road. With that said, I'll continue to put a premium on earnings and maintain a focus on uncovering exciting new growth opportunities in the marketplace. By sticking with a balanced approach, which allows us to be aggressive in certain areas and defensive in others, we should be able to smooth out some of the turbulence expected over the coming months.

Semiannual Report

Fund Talk: The Manager's Overview - continued

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.

Fund Facts

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

Fund number: 338

Trading symbol: FLCSX

Start date: June 22, 1995

Size: as of October 31, 2000, more than $985 million

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

3

Karen Firestone on finding growth and the importance of flexibility in today's market:

"Part of our strength is searching for future winners. For the past three years, that effort has focused almost exclusively on the technology sector. Today, in a market that's become less enamored with technology, we're forced to look hard in other places for the kinds of growth stories we favor. I feel this is a positive development because, in effect, it levels the playing field among investors such as myself, who have strengths in addition to technology. During the past six months with the broadening of the market, we turned our attention to health care, focusing on generic drug-makers, hospitals and biotech firms, a strategy that paid off nicely for us.

"Remaining nimble and acting quickly in response to changing market conditions is critical to outperforming in an unusually volatile market environment. We gave up some of our flexibility by choosing to stay the course with many of the fund's technology and media holdings that suffered significant losses during the period. I simply couldn't justify selling stocks that I believed in and whose long-term prospects were solid, only to replace them with unknown commodities. Many of the stocks that declined were purchased at a time when there was a lot of euphoria in the market and prices were unusually high. So, today, given the fact that I still like these stocks, I'm willing to hold onto them a bit longer until they bounce back."

Semiannual Report

Investment Changes

Top Ten Stocks as of October 31, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

General Electric Co.

5.8

4.8

Cisco Systems, Inc.

4.3

5.3

Intel Corp.

3.6

4.4

Microsoft Corp.

3.1

2.7

Pfizer, Inc.

3.0

0.5

Merck & Co., Inc.

2.4

1.8

EMC Corp.

2.2

1.4

Sun Microsystems, Inc.

2.1

1.5

Fannie Mae

2.0

1.7

The Coca-Cola Co.

1.9

0.9

30.4

25.0

Top Five Market Sectors as of October 31, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

Technology

32.8

37.9

Health

18.5

12.2

Finance

10.4

9.5

Media & Leisure

8.8

9.9

Nondurables

7.3

4.2

Asset Allocation (% of fund's net assets)

As of October 31, 2000 *

As of April 30, 2000 **

Stocks 97.7%

Stocks 96.1%

Short-Term
Investments and
Net Other Assets 2.3%

Short-Term
Investments and
Net Other Assets 3.9%

* Foreign investments

6.6%

** Foreign investments

5.8%



Semiannual Report

Investments October 31, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.7%

Shares

Value (Note 1) (000s)

AEROSPACE & DEFENSE - 0.7%

Rockwell International Corp.

74,300

$ 2,921

United Technologies Corp.

52,100

3,637

TOTAL AEROSPACE & DEFENSE

6,558

BASIC INDUSTRIES - 0.2%

Chemicals & Plastics - 0.0%

PPG Industries, Inc.

9,200

411

Packaging & Containers - 0.2%

Tupperware Corp.

84,250

1,443

TOTAL BASIC INDUSTRIES

1,854

DURABLES - 0.8%

Consumer Durables - 0.2%

Minnesota Mining & Manufacturing Co.

16,400

1,585

Consumer Electronics - 0.6%

Sony Corp. sponsored ADR

36,600

3,038

The Swatch Group AG (Reg.)

11,240

3,058

6,096

TOTAL DURABLES

7,681

ENERGY - 4.5%

Energy Services - 2.3%

Global Marine, Inc. (a)

103,500

2,743

Halliburton Co.

139,300

5,163

Noble Drilling Corp. (a)

118,000

4,904

Schlumberger Ltd. (NY Shares)

136,200

10,368

23,178

Oil & Gas - 2.2%

Chevron Corp.

43,100

3,540

Devon Energy Corp.

82,700

4,168

Exxon Mobil Corp.

153,500

13,690

21,398

TOTAL ENERGY

44,576

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCE - 10.4%

Banks - 1.5%

FleetBoston Financial Corp.

190,167

$ 7,226

Mellon Financial Corp.

87,900

4,241

State Street Corp.

29,400

3,667

15,134

Credit & Other Finance - 2.2%

American Express Co.

113,230

6,794

Citigroup, Inc.

276,100

14,530

21,324

Federal Sponsored Credit - 2.9%

Fannie Mae

264,200

20,343

Freddie Mac

144,400

8,664

29,007

Insurance - 2.9%

American International Group, Inc.

179,912

17,631

MetLife, Inc.

263,200

7,271

The Chubb Corp.

40,700

3,437

28,339

Securities Industry - 0.9%

Charles Schwab Corp.

81,800

2,873

Morgan Stanley Dean Witter & Co.

46,400

3,727

Nomura Securities Co. Ltd.

91,000

1,931

8,531

TOTAL FINANCE

102,335

HEALTH - 18.5%

Drugs & Pharmaceuticals - 15.1%

Alkermes, Inc. (a)

58,300

2,161

Amgen, Inc. (a)

112,200

6,501

Andrx Corp. - Andrx Group (a)

32,900

2,369

ARIAD Pharmaceuticals, Inc. (a)

90,200

823

Bristol-Myers Squibb Co.

247,900

15,106

Cambridge Antibody Technology Group PLC (a)

43,600

2,718

Elan Corp. PLC sponsored ADR (a)

70,500

3,662

Eli Lilly & Co.

143,100

12,790

Genentech, Inc. (a)

25,800

2,129

Human Genome Sciences, Inc. (a)

28,600

2,528

ImClone Systems, Inc. (a)

45,000

2,461

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Immunex Corp. (a)

61,100

$ 2,601

Merck & Co., Inc.

267,140

24,026

Millennium Pharmaceuticals, Inc. (a)

37,800

2,743

Mylan Laboratories, Inc.

127,700

3,576

PE Corp. - Celera Genomics Group (a)

35,400

2,390

Pfizer, Inc.

683,418

29,515

Protein Design Labs, Inc. (a)

26,800

3,620

QLT, Inc. (a)

26,100

1,303

Schering-Plough Corp.

266,360

13,767

Shire Pharmaceuticals Group PLC ADR (a)

60,600

3,810

Vertex Pharmaceuticals, Inc. (a)

34,000

3,166

Watson Pharmaceuticals, Inc. (a)

57,900

3,622

XOMA Ltd. (a)

140,200

1,709

149,096

Medical Equipment & Supplies - 1.8%

Johnson & Johnson

74,600

6,873

Medtronic, Inc.

181,600

9,863

Novoste Corp. (a)

50,500

1,275

18,011

Medical Facilities Management - 1.6%

HCA - The Healthcare Co.

216,000

8,627

Tenet Healthcare Corp.

176,300

6,931

15,558

TOTAL HEALTH

182,665

INDUSTRIAL MACHINERY & EQUIPMENT - 7.1%

Electrical Equipment - 6.5%

Emerson Electric Co.

70,600

5,185

General Electric Co.

1,040,940

57,048

Omron Corp.

67,000

1,652

63,885

Industrial Machinery & Equipment - 0.6%

Deere & Co.

49,500

1,822

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Industrial Machinery & Equipment - continued

Illinois Tool Works, Inc.

30,100

$ 1,672

Ingersoll-Rand Co.

56,000

2,114

5,608

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

69,493

MEDIA & LEISURE - 8.8%

Broadcasting - 5.1%

AT&T Corp. - Liberty Media Group Class A (a)

303,448

5,462

Carlton Communications PLC

171,900

1,383

Charter Communications, Inc.

117,600

2,293

Comcast Corp. Class A (special) (a)

200,600

8,174

Cox Communications, Inc. Class A (a)

119,600

5,270

EchoStar Communications Corp. Class A (a)

76,600

3,466

Grupo Televisa SA de CV sponsored GDR

73,700

3,989

Infinity Broadcasting Corp. Class A (a)

24,900

828

Pegasus Communications Corp. (a)

55,800

1,984

RTL Group

27,500

2,381

Time Warner, Inc.

127,951

9,713

Univision Communications, Inc. Class A (a)

129,400

4,950

49,893

Entertainment - 3.0%

Fox Entertainment Group, Inc. Class A (a)

159,800

3,436

MGM Mirage, Inc.

94,500

3,266

Ticketmaster Online CitySearch, Inc. Class B (a)

80,400

1,286

Viacom, Inc. Class B (non-vtg.) (a)

179,684

10,220

Walt Disney Co.

317,400

11,367

29,575

Publishing - 0.6%

The New York Times Co. Class A

155,200

5,704

Restaurants - 0.1%

McDonald's Corp.

42,800

1,327

TOTAL MEDIA & LEISURE

86,499

NONDURABLES - 7.3%

Beverages - 3.0%

Anheuser-Busch Companies, Inc.

169,300

7,745

Common Stocks - continued

Shares

Value (Note 1) (000s)

NONDURABLES - continued

Beverages - continued

Heineken NV

64,200

$ 3,488

The Coca-Cola Co.

302,700

18,276

29,509

Foods - 1.1%

PepsiCo, Inc.

102,600

4,970

Quaker Oats Co.

77,400

6,313

11,283

Household Products - 1.9%

Colgate-Palmolive Co.

16,900

993

Gillette Co.

137,000

4,778

Luxottica Group Spa sponsored ADR

158,700

2,291

Procter & Gamble Co.

150,200

10,730

18,792

Tobacco - 1.3%

Philip Morris Companies, Inc.

350,840

12,850

TOTAL NONDURABLES

72,434

RETAIL & WHOLESALE - 2.8%

Drug Stores - 0.4%

CVS Corp.

67,300

3,563

General Merchandise Stores - 1.2%

Wal-Mart Stores, Inc.

270,400

12,269

Retail & Wholesale, Miscellaneous - 1.2%

Alberto-Culver Co. Class B

6,700

225

Best Buy Co., Inc. (a)

49,100

2,464

Home Depot, Inc.

217,350

9,346

12,035

TOTAL RETAIL & WHOLESALE

27,867

SERVICES - 0.8%

Advertising - 0.8%

TMP Worldwide, Inc. (a)

50,300

3,501

WPP Group PLC sponsored ADR

72,600

4,855

8,356

Common Stocks - continued

Shares

Value (Note 1) (000s)

TECHNOLOGY - 32.8%

Communications Equipment - 5.9%

Ciena Corp. (a)

22,000

$ 2,313

Cisco Systems, Inc. (a)

794,040

42,779

Corning, Inc.

60,200

4,605

Lucent Technologies, Inc.

76,700

1,788

Nortel Networks Corp.

97,200

4,423

UTStarcom, Inc.

94,400

1,888

57,796

Computer Services & Software - 9.2%

Affymetrix, Inc. (a)

61,100

3,383

Amazon.com, Inc. (a)

58,900

2,157

America Online, Inc. (a)

255,100

12,865

Ariba, Inc. (a)

13,200

1,668

Automatic Data Processing, Inc.

132,000

8,621

BEA Systems, Inc. (a)

62,300

4,470

BMC Software, Inc. (a)

1,100

22

Cadence Design Systems, Inc. (a)

131,700

3,383

Computer Associates International, Inc.

15,300

488

Microsoft Corp. (a)

451,100

31,070

Oracle Corp. (a)

203,800

6,725

Sonus Networks, Inc.

55,700

1,922

Synopsys, Inc. (a)

23,600

823

VeriSign, Inc. (a)

45,900

6,059

VERITAS Software Corp. (a)

42,100

5,937

Yahoo!, Inc. (a)

26,400

1,548

91,141

Computers & Office Equipment - 9.3%

Brocade Communications Systems, Inc. (a)

7,800

1,774

CDW Computer Centers, Inc. (a)

77,000

4,962

Dell Computer Corp. (a)

314,600

9,281

EMC Corp. (a)

247,000

21,998

Gateway, Inc. (a)

28,800

1,486

Hewlett-Packard Co.

136,200

6,325

International Business Machines Corp.

113,400

11,170

Juniper Networks, Inc. (a)

17,200

3,354

Lexmark International Group, Inc. Class A (a)

16,200

664

Network Appliance, Inc. (a)

14,700

1,749

Palm, Inc.

114,900

6,154

Common Stocks - continued

Shares

Value (Note 1) (000s)

TECHNOLOGY - continued

Computers & Office Equipment - continued

Sun Microsystems, Inc. (a)

184,296

$ 20,434

Symbol Technologies, Inc.

55,500

2,522

91,873

Electronic Instruments - 1.1%

Agilent Technologies, Inc.

39,182

1,815

Applied Materials, Inc. (a)

40,400

2,146

Caliper Technologies Corp.

27,900

1,573

Kudelski SA (a)

1,650

2,221

LAM Research Corp. (a)

137,900

2,672

10,427

Electronics - 7.3%

Altera Corp. (a)

24,100

987

Analog Devices, Inc. (a)

44,200

2,873

Chartered Semiconductor Manufacturing Ltd. ADR

24,100

1,121

GlobeSpan, Inc. (a)

53,900

4,147

Intel Corp.

779,500

35,078

International Rectifier Corp. (a)

64,200

2,865

JDS Uniphase Corp. (a)

19,100

1,555

LSI Logic Corp. (a)

74,900

2,462

Micron Technology, Inc. (a)

49,200

1,710

Motorola, Inc.

31,500

786

PMC-Sierra, Inc. (a)

4,300

729

Samsung Electronics Co. Ltd. unit

18,100

1,330

SDL, Inc. (a)

8,000

2,074

Texas Instruments, Inc.

298,000

14,621

72,338

TOTAL TECHNOLOGY

323,575

TRANSPORTATION - 0.3%

Railroads - 0.3%

Canadian Pacific Ltd.

91,900

2,671

UTILITIES - 2.7%

Cellular - 1.3%

QUALCOMM, Inc. (a)

81,400

5,300

Sprint Corp. - PCS Group Series 1 (a)

100,200

3,820

Vodafone Group PLC

927,717

3,949

13,069

Common Stocks - continued

Shares

Value (Note 1) (000s)

UTILITIES - continued

Electric Utility - 0.4%

AES Corp. (a)

46,600

$ 2,633

Calpine Corp. (a)

21,400

1,689

4,322

Telephone Services - 1.0%

McLeodUSA, Inc. Class A (a)

139,500

2,685

Metromedia Fiber Network, Inc. Class A (a)

57,600

1,094

Qwest Communications International, Inc. (a)

66,100

3,214

WorldCom, Inc. (a)

96,200

2,285

9,278

TOTAL UTILITIES

26,669

TOTAL COMMON STOCKS

(Cost $804,095)

963,233

Cash Equivalents - 2.8%

Fidelity Cash Central Fund, 6.61% (b)

19,436,678

19,437

Fidelity Securities Lending Cash Central Fund, 6.66% (b)

7,822,800

7,823

TOTAL CASH EQUIVALENTS

(Cost $27,260)

27,260

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $831,355)

990,493

NET OTHER ASSETS - (0.5)%

(5,062)

NET ASSETS - 100%

$ 985,431

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Income Tax Information

At October 31, 2000, the aggregate cost of investment securities for income tax purposes was $839,628,000. Net unrealized appreciation aggregated $150,865,000, of which $219,171,000 related to appreciated investment securities and $68,306,000 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

October 31, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $831,355) -
See accompanying schedule

$ 990,493

Receivable for investments sold

22,860

Receivable for fund shares sold

1,312

Dividends receivable

302

Interest receivable

122

Other receivables

17

Total assets

1,015,106

Liabilities

Payable for investments purchased

$ 19,420

Payable for fund shares redeemed

1,659

Accrued management fee

574

Other payables and accrued expenses

199

Collateral on securities loaned, at value

7,823

Total liabilities

29,675

Net Assets

$ 985,431

Net Assets consist of:

Paid in capital

$ 846,897

Accumulated net investment (loss)

(558)

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

(20,044)

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

159,136

Net Assets, for 50,297 shares outstanding

$ 985,431

Net Asset Value and redemption price per share ($985,431 ÷ 50,297 shares)

$19.59

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended October 31, 2000 (Unaudited)

Investment Income

Dividends

$ 3,369

Interest

885

Security lending

116

Total income

4,370

Expenses

Management fee
Basic fee

$ 3,124

Performance adjustment

539

Transfer agent fees

1,155

Accounting and security lending fees

139

Non-interested trustees' compensation

2

Custodian fees and expenses

32

Registration fees

33

Audit

12

Legal

2

Interest

7

Total expenses before reductions

5,045

Expense reductions

(117)

4,928

Net investment income (loss)

(558)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(11,808)

Foreign currency transactions

(21)

(11,829)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(36,296)

Assets and liabilities in foreign currencies

3

(36,293)

Net gain (loss)

(48,122)

Net increase (decrease) in net assets resulting
from operations

$ (48,680)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended October 31, 2000
(Unaudited)

Year ended
April 30,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income (loss)

$ (558)

$ 547

Net realized gain (loss)

(11,829)

49,992

Change in net unrealized appreciation (depreciation)

(36,293)

108,941

Net increase (decrease) in net assets resulting
from operations

(48,680)

159,480

Distributions to shareholders
From net investment income

-

(957)

From net realized gain

(32,910)

(19,130)

In excess of net realized gain

(8,216)

-

Total distributions

(41,126)

(20,087)

Share transactions
Net proceeds from sales of shares

151,486

849,804

Reinvestment of distributions

38,630

19,167

Cost of shares redeemed

(229,816)

(526,476)

Net increase (decrease) in net assets resulting
from share transactions

(39,700)

342,495

Total increase (decrease) in net assets

(129,506)

481,888

Net Assets

Beginning of period

1,114,937

633,049

End of period (including undistributed net investment
income (loss) of $(558) and $0, respectively)

$ 985,431

$ 1,114,937

Other Information

Shares

Sold

7,354

43,007

Issued in reinvestment of distributions

1,863

1,002

Redeemed

(11,222)

(26,131)

Net increase (decrease)

(2,005)

17,878

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

Six months ended October 31, 2000

Years ended April 30,

(Unaudited)

2000

1999

1998

1997

1996 E

Selected Per-Share Data

Net asset value, beginning
of period

$ 21.32

$ 18.39

$ 16.45

$ 12.81

$ 11.72

$ 10.00

Income (loss) from Investment Operations

Net investment income (loss)

(.01) D

.01 D

.02 D

.06 D

.09 D

.05

Net realized
and unrealized gain (loss)

(.93)

3.39

4.17

4.71

1.85

1.70

Total from investment operations

(.94)

3.40

4.19

4.77

1.94

1.75

Less Distributions

From net investment income

-

(.02)

(.02)

(.06)

(.05)

(.03)

From net
realized gain

(.63)

(.45)

(2.23)

(1.07)

(.80)

-

In excess of net realized gain

(.16)

-

-

-

-

-

Total distributions

(.79)

(.47)

(2.25)

(1.13)

(.85)

(.03)

Net asset value,
end of period

$ 19.59

$ 21.32

$ 18.39

$ 16.45

$ 12.81

$ 11.72

Total Return B, C

(4.61)%

18.82%

29.48%

39.03%

17.35%

17.52%

Ratios and Supplemental Data

Net assets,
end of period
(in millions)

$ 985

$ 1,115

$ 633

$ 154

$ 117

$ 88

Ratio of expenses
to average
net assets

.91% A

.91%

.93%

.86%

1.01%

1.31% A

Ratio of expenses
to average
net assets
after expense reductions

.89% A, F

.89% F

.90% F

.84% F

.99% F

1.30% A, F

Ratio of net invest-
ment income
(loss) to average net assets

(.10)% A

.06%

.13%

.39%

.68%

.70% A

Portfolio turnover rate

87% A

99%

100%

159%

110%

155% 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 period(s) shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period June 22, 1995 (commencement of operations) to April 30, 1996.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the fund's expenses.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended October 31, 2000 (Unaudited)

1. Significant Accounting Policies.

Fidelity Large Cap Stock Fund (the fund) is a fund of Fidelity Commonwealth Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. 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 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. Investments in open-end investment companies are valued at their net asset value each business day.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

Investment Income. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Investment income 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 net investment loss and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of 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 custodian bank. 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 interfund lending program. This program provides an alternative credit facility allowing the fund to borrow from, or lend money to, other participating funds.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $467,939,000 and $527,868,000, 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 ±.20% of the fund's average net assets over the performance period) based on the fund's investment performance as compared to the appropriate index over a specified period of time. For the period, the management fee was equivalent to an annualized rate of .66% of average net assets after the performance adjustment.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Sub-Adviser Fee. Beginning January 1, 2001, FMR Co.(FMRC) will serve as a sub-adviser for the fund. FMRC is a wholly owned subsidiary of FMR and will receive a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the fund's assets that will be managed by FMRC.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .21% 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.

Cash Central Funds. Pursuant to an Exemptive Order issued by the the SEC, the fund may invest in the Fidelity Cash Central Fund and the Fidelity Securities Lending Cash Central Fund (the Cash Funds) managed by FIMM. 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 investment income. Income distributions earned by the fund are recorded as either interest income or security lending income in the accompanying financial statements.

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 $19,000 for the period.

5. Interfund Lending Program.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which the loan was outstanding amounted to $18,643,000. The weighted average interest rate was 6.675%. 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Security Lending - continued

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 $8,122,000. The fund received cash collateral of $7,823,000 which was invested in cash equivalents.

7. 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 $104,000 under this arrangement.

In addition, through an arrangement 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 $13,000 under this arrangement.

Semiannual Report

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
®)
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+
®

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.

Semiannual Report

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

Semiannual Report

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

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Semiannual Report

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Semiannual Report

Semiannual Report

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LCS-SANN-1200 118653
1.465347.103

Spartan®

500 Index

Fund

Semiannual Report

October 31, 2000

(2_fidelity_logos)

Contents

President's Message

3

Ned Johnson on investing strategies.

Performance

4

How the fund has done over time.

Fund Talk

6

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

Investment Changes

9

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

Investments

10

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

Financial Statements

29

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

Notes

33

Notes to the financial statements.

Distributions

37

To reduce expenses, only one copy of most financial reports and prospectuses may be mailed to households, even if more than one person in the household has an account in the fund. Call Fidelity at 1-800-544-8544 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, contact Fidelity in writing at P.O. Box 5000, Cincinnati, OH 45273-8692.

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.

(Recycle graphic)   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.

Semiannual Report

President's Message

|

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

A sixth-straight year of double-digit positive returns for the Dow Jones Industrial Average, NASDAQ and S&P 500® could be in jeopardy unless the U.S. stock market shows marked improvement in the final two months of 2000. Through October, all three indexes had negative year-to-date returns. On the other hand, most fixed-income sectors were solidly in the black. Treasuries and other long-term government securities led the way, returning nearly 14%.

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.

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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended October 31, 2000

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Spartan ® 500 Index

-1.04%

6.01%

163.70%

475.31%

S&P 500 ®

-1.03%

6.09%

166.65%

491.03%

S&P 500 Index Objective Funds Average

-1.34%

5.48%

160.67%

468.29%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the 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 six month average represents a peer group of 150 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.(dagger)

Average Annual Total Returns

Periods ended October 31, 2000

Past 1
year

Past 5
years

Past 10
years

Spartan 500 Index

6.01%

21.40%

19.12%

S&P 500

6.09%

21.67%

19.44%

S&P 500 Index Objective Funds Average

5.48%

21.12%

18.97%

Average annual total returns take the fund's cumulative returns 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.)

Semiannual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Spartan 500 Index Fund on October 31, 1990. As the chart shows, by October 31, 2000, the value of the investment would have grown to $57,531 - a 475.31% 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 $59,103 - a 491.03% increase.

Understanding
Performance

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

3

* The Lipper S&P 500 funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. As of October 31, 2000, the six month, one year, five year and 10 year cumulative total returns for the S&P 500 funds average were -1.34%, 5.48%, 160.67%, and 468.29%, respectively. The one year, five year and 10 year average annual total returns were 5.48%, 21.12% and 18.97%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

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 six-month period that ended October 31, 2000, the fund posted a total return of -1.04%, compared to a return of -1.03% 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 -1.34% during the same period. During the 12 months that ended October 31, 2000, the fund returned 6.01%, while the S&P index and the Lipper peer fund average returned 6.09% and 5.48%, respectively.

Q. Since the report to shareholders six months ago, the S&P 500 index has gyrated rather sharply through positive and negative territory. What caused the volatility?

A. Several factors. At the start of the period, the technology sector was in the midst of a correction after several notable Wall Street analysts warned that valuations had reached unsustainable levels. Technology stocks also faced heightened concerns over the government's break-up plan for S&P 500 component Microsoft, potentially separating the software giant into multiple companies. Shares of Microsoft shed more than 40% of their value from the beginning of 2000 through early August. Investors also began to conclude that higher interest rates could soon hurt corporate profits. The Federal Reserve Board increased the federal funds rate by a half-point in May to its highest level in nine years. Collectively, these factors turned the market upside down, forcing many investors to seek areas of the market typically seen as safe havens, such as large-cap financials and health care stocks. (Portfolio Manager photograph)

Q. What caused the general equity market decline toward the end of the period?

A. Most market sectors swooned sharply after several government reports suggested the U.S. economy was slowing. That negative sentiment proved accurate when several key index components - Dell, Intel and Home Depot, to name a few - issued third-quarter profit warnings or slower sales projections. Further, many large multinational companies in the index - such as Gillette, Colgate-Palmolive and McDonald's - cited the weakening of the European currency as a reason for slower projected growth. Additionally, semiconductor manufacturers such as Analog Devices and Texas Instruments were hurt by overcapacity in the marketplace.

Q. Some of the technology companies represented in the index appeared to be immune from the sector's troubles . . .

A. Most of the technology companies did suffer - at least to some degree - during the sector's correction in the spring. However, those that were leaders in their industries and had a history of meeting earnings expectations rebounded to even higher price levels than before and more quickly than others that lacked earnings consistency. As the period wore on, investors looked more favorably on technology leaders, such as data storage provider EMC and hardware/software provider Sun Microsystems, because their businesses occupied a niche in the marketplace that showed little evidence of declining revenue. As a result, the stock prices of these companies rose, while others, such as Dell and Lucent Technologies, were threatened by slower consumer spending and declined.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. After being out of favor for some time, financial stocks performed relatively well during the past six months. Can you tell us why?

A. The performance of financial stocks generally improved as the period moved along in response to a growing consensus that it appeared unlikely the Fed would raise interest rates further. After raising the federal funds rate in May, the Fed voted on three occasions - in June, August and October - to leave rates unchanged as evidence trickled in that the U.S. economy appeared to be slowing. The stabilization of interest rates fueled a rise in financial stocks, which historically perform better in such climates. Meanwhile, stocks of investment banking firms such as Lehman Brothers and Goldman Sachs got a boost from an increase in merger activity. Among the large deals in the period, Chase Manhattan reached a deal to acquire JP Morgan, while Credit Suisse First Boston bought exposure to the high-yield bond and retail online brokerage businesses with its purchase of Donaldson, Lufkin & Jenrette.

Q. What caused the utilities sector to underperform?

A. Telecommunication companies, which make up the largest portion of the S&P 500 index's utilities sector, proved to be the biggest drag on performance due to increased competition and falling prices. Specifically, Worldcom, AT&T and Sprint were hurt by increasing competitive pressures in the long-distance market. Elsewhere, the auctions for licenses to build the next generation of wireless communications were more competitive than expected, causing companies to spend far more than anticipated. As a result, analysts began to question whether or not wireless service providers would have enough capital remaining to build-out their networks.

Q. Which stocks were top contributors? Which disappointed?

A. American International Group, the fund's top performer, benefited from larger-than-expected growth in its core insurance business, as well as a proposed investment in Korean-based Hyundai Securities. Regional Bell operating company SBC Communications was rewarded for its fiscal restraint and strong balance sheet. In terms of disappointments, slowing demand for personal computers hurt sales growth at Intel. Lucent's stock was punished after the company sliced its first-quarter 2001 earnings forecast - its fifth consecutive lowered adjustment.

Q. What is your outlook, Dean?

A. With the economy slowing down, I expect to see more companies revising their quarterly earnings on the downside. These revisions should bring valuations - as well as returns - down closer to historically normal levels. On a positive note, there is little evidence of inflation in the domestic economy and several of the large-cap companies in the fund are still delivering growth, albeit on a more modest level than during the past few years.

Semiannual Report

Fund Talk: The Manager's Overview - continued

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 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.

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 October 31, 2000, more than $10.2 billion

Manager: Bankers Trust, since 1997

3

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:

Semiannual Report

Investment Changes

Top Ten Stocks as of October 31, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

General Electric Co.

4.3

4.1

Cisco Systems, Inc.

3.0

3.8

Microsoft Corp.

2.9

2.9

Exxon Mobil Corp.

2.5

2.1

Intel Corp.

2.4

3.4

Pfizer, Inc.

2.2

1.3

Citigroup, Inc.

1.9

1.6

American International Group, Inc.

1.8

1.3

Merck & Co., Inc.

1.6

1.3

Wal-Mart Stores, Inc.

1.6

2.0

24.2

23.8

Top Ten Market Sectors as of October 31, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

Technology

28.1

32.1

Finance

15.6

12.7

Health

11.3

9.6

Utilities

10.0

10.2

Industrial Machinery & Equipment

6.1

5.2

Nondurables

5.9

5.0

Energy

5.9

5.3

Retail & Wholesale

5.1

5.8

Media & Leisure

4.0

4.6

Basic Industries

2.8

2.8

Asset Allocation (% of fund's net assets)

To match the Standard & Poor's 500 Index, Spartan 500 Index seeks 100% investment exposure to stocks at all times.

Semiannual Report

Investments October 31, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value (Note 1) (000s)

AEROSPACE & DEFENSE - 1.6%

Aerospace & Defense - 1.4%

BFGoodrich Co.

88,220

$ 3,612

Boeing Co.

729,284

49,455

Honeywell International, Inc.

671,677

36,145

ITT Industries, Inc.

71,170

2,317

Lockheed Martin Corp.

320,836

11,502

Northrop Grumman Corp.

56,400

4,738

Rockwell International Corp.

154,100

6,058

Textron, Inc.

115,900

5,846

United Technologies Corp.

378,080

26,395

146,068

Defense Electronics - 0.1%

Raytheon Co. Class B

274,240

9,376

Ship Building & Repair - 0.1%

General Dynamics Corp.

162,800

11,650

TOTAL AEROSPACE & DEFENSE

167,094

BASIC INDUSTRIES - 2.8%

Chemicals & Plastics - 1.6%

Air Products & Chemicals, Inc.

184,940

6,901

Armstrong Holdings, Inc.

32,210

93

Ashland, Inc.

56,230

1,842

Avery Dennison Corp.

89,900

4,540

Dow Chemical Co.

547,310

16,761

E.I. du Pont de Nemours and Co.

841,634

38,189

Eastman Chemical Co.

61,842

2,651

Engelhard Corp.

102,737

2,145

FMC Corp. (a)

24,500

1,862

Great Lakes Chemical Corp.

43,900

1,465

Hercules, Inc.

86,720

1,588

Newell Rubbermaid, Inc.

212,722

4,082

Pharmacia Corp.

1,043,956

57,418

PPG Industries, Inc.

140,300

6,261

Praxair, Inc.

127,400

4,746

Rohm & Haas Co.

174,655

5,251

Sealed Air Corp. (a)

67,498

3,248

Union Carbide Corp.

108,800

4,678

W.R. Grace & Co. (a)

55,000

210

163,931

Common Stocks - continued

Shares

Value (Note 1) (000s)

BASIC INDUSTRIES - continued

Iron & Steel - 0.1%

Allegheny Technologies, Inc.

66,412

$ 1,345

Bethlehem Steel Corp. (a)

101,300

291

Crane Co.

53,475

1,400

Nucor Corp.

67,900

2,355

USX - U.S. Steel Group

70,560

1,125

Worthington Industries, Inc.

68,825

658

7,174

Metals & Mining - 0.3%

Alcan Aluminium Ltd.

269,390

8,502

Alcoa, Inc.

698,508

20,038

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

115,700

918

Inco Ltd. (a)

145,458

2,264

Phelps Dodge Corp.

63,187

2,954

34,676

Packaging & Containers - 0.1%

Ball Corp.

23,675

832

Bemis Co., Inc.

34,700

898

Crown Cork & Seal Co., Inc.

102,280

933

Owens-Illinois, Inc. (a)

118,900

706

Tupperware Corp.

46,100

789

4,158

Paper & Forest Products - 0.7%

Boise Cascade Corp.

46,900

1,345

Fort James Corp.

167,300

5,510

Georgia-Pacific Corp.

139,700

3,754

International Paper Co.

388,369

14,224

Kimberly-Clark Corp.

431,230

28,461

Louisiana-Pacific Corp.

87,460

743

Mead Corp.

84,000

2,431

Pactiv Corp. (a)

138,955

1,459

Potlatch Corp.

23,840

799

Temple-Inland, Inc.

44,200

1,978

Westvaco Corp.

74,250

2,116

Weyerhaeuser Co.

176,500

8,284

Willamette Industries, Inc.

86,500

3,141

74,245

TOTAL BASIC INDUSTRIES

284,184

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.2%

Fortune Brands, Inc.

126,360

$ 3,720

Masco Corp.

369,600

6,907

Sherwin-Williams Co.

131,280

2,847

Vulcan Materials Co.

81,300

3,415

16,889

Construction - 0.0%

Centex Corp.

47,820

1,769

Kaufman & Broad Home Corp.

39,200

1,166

Pulte Corp.

32,900

1,096

4,031

Engineering - 0.0%

Fluor Corp.

61,430

2,150

TOTAL CONSTRUCTION & REAL ESTATE

23,070

DURABLES - 1.7%

Autos, Tires, & Accessories - 1.1%

AutoZone, Inc. (a)

112,100

3,006

Cooper Tire & Rubber Co.

60,700

664

Cummins Engine Co., Inc.

38,600

1,312

Dana Corp.

122,475

2,717

Danaher Corp.

114,900

7,253

Delphi Automotive Systems Corp.

450,677

7,070

Eaton Corp.

60,080

4,089

Ford Motor Co.

1,517,367

39,641

General Motors Corp.

428,256

26,605

Genuine Parts Co.

142,737

3,042

Goodyear Tire & Rubber Co.

125,900

2,329

Johnson Controls, Inc.

68,000

4,055

Navistar International Corp. (a)

50,060

1,655

PACCAR, Inc.

61,576

2,590

TRW, Inc.

97,720

4,104

Visteon Corp.

105,314

1,863

111,995

Consumer Durables - 0.3%

Minnesota Mining & Manufacturing Co.

333,420

32,217

Snap-On, Inc.

47,850

1,223

33,440

Common Stocks - continued

Shares

Value (Note 1) (000s)

DURABLES - continued

Consumer Electronics - 0.1%

Black & Decker Corp.

67,900

$ 2,555

Maytag Corp.

62,500

1,789

Whirlpool Corp.

58,300

2,536

6,880

Home Furnishings - 0.0%

Leggett & Platt, Inc.

158,100

2,589

Textiles & Apparel - 0.2%

Liz Claiborne, Inc.

45,600

1,938

NIKE, Inc. Class B

220,120

8,791

Reebok International Ltd. (a)

45,500

981

Russell Corp.

29,200

467

Springs Industries, Inc. Class A

9,100

214

VF Corp.

94,568

2,583

14,974

TOTAL DURABLES

169,878

ENERGY - 5.9%

Energy Services - 0.7%

Baker Hughes, Inc.

266,918

9,175

Halliburton Co.

361,100

13,383

McDermott International, Inc.

46,500

450

Nabors Industries, Inc. (a)

111,314

5,666

Rowan Companies, Inc. (a)

69,600

1,753

Schlumberger Ltd. (NY Shares)

470,460

35,814

Transocean Sedco Forex, Inc.

169,728

8,996

75,237

Oil & Gas - 5.2%

Amerada Hess Corp.

74,340

4,609

Anadarko Petroleum Corp.

208,813

13,374

Apache Corp.

94,800

5,244

Burlington Resources, Inc.

174,456

6,280

Chevron Corp.

524,380

43,065

Conoco, Inc. Class B

504,456

13,715

Devon Energy Corp.

98,700

4,974

Exxon Mobil Corp.

2,811,361

250,738

Kerr-McGee Corp.

72,780

4,753

Occidental Petroleum Corp.

287,400

5,712

Phillips Petroleum Co.

205,000

12,659

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - continued

Oil & Gas - continued

Royal Dutch Petroleum Co. (NY Shares)

1,727,680

$ 102,581

Sunoco, Inc.

71,880

2,152

Texaco, Inc.

445,780

26,329

The Coastal Corp.

173,800

13,111

Tosco Corp.

119,500

3,421

Unocal Corp.

197,920

6,754

USX - Marathon Group

253,600

6,895

526,366

TOTAL ENERGY

601,603

FINANCE - 15.6%

Banks - 5.1%

AmSouth Bancorp.

311,300

4,339

Bank of America Corp.

1,322,420

63,559

Bank of New York Co., Inc.

592,800

34,123

Bank One Corp.

927,904

33,868

BB&T Corp.

317,000

10,104

Capital One Financial Corp.

157,000

9,911

Chase Manhattan Corp.

1,052,444

47,886

Comerica, Inc.

126,850

7,651

Fifth Third Bancorp

373,250

19,176

First Union Corp.

789,088

23,919

Firstar Corp.

821,493

16,173

FleetBoston Financial Corp.

723,609

27,497

Huntington Bancshares, Inc.

201,230

2,893

J.P. Morgan & Co., Inc.

130,319

21,568

KeyCorp

352,710

8,708

Mellon Financial Corp.

394,652

19,042

National City Corp.

489,450

10,462

Northern Trust Corp.

178,800

15,265

PNC Financial Services Group, Inc.

233,760

15,633

Regions Financial Corp.

176,200

4,152

SouthTrust Corp.

137,200

4,442

State Street Corp.

129,400

16,141

Summit Bancorp

141,600

5,310

SunTrust Banks, Inc.

243,500

11,886

Synovus Finanical Corp.

220,900

4,763

U.S. Bancorp

597,511

14,452

Union Planters Corp.

109,000

3,686

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCE - continued

Banks - continued

Wachovia Corp.

163,400

$ 8,824

Wells Fargo & Co.

1,325,240

61,375

526,808

Credit & Other Finance - 3.4%

American Express Co.

1,067,016

64,021

Associates First Capital Corp. Class A

603,931

22,421

CIT Group, Inc. Class A

203,500

3,549

Citigroup, Inc.

3,617,815

190,388

Countrywide Credit Industries, Inc.

91,500

3,426

Household International, Inc.

378,404

19,038

MBNA Corp.

677,502

25,449

Old Kent Financial Corp.

103,950

2,878

Providian Financial Corp.

114,130

11,870

343,040

Federal Sponsored Credit - 1.0%

Fannie Mae

807,180

62,153

Freddie Mac

555,700

33,342

USA Education, Inc.

125,900

7,035

102,530

Insurance - 3.8%

Aetna, Inc.

114,230

6,604

AFLAC, Inc.

214,300

15,657

Allstate Corp.

596,766

24,020

American General Corp.

204,172

16,436

American International Group, Inc.

1,864,135

182,685

Aon Corp.

205,475

8,514

CIGNA Corp.

129,960

15,849

Cincinnati Financial Corp.

130,100

4,781

Conseco, Inc.

265,602

1,843

Hartford Financial Services Group, Inc.

176,040

13,104

Jefferson-Pilot Corp.

83,333

5,729

Lincoln National Corp.

154,420

7,470

Loews Corp.

79,700

7,248

Marsh & McLennan Companies, Inc.

215,430

28,167

MBIA, Inc.

79,700

5,793

MGIC Investment Corp.

85,700

5,838

Progressive Corp.

59,096

5,806

SAFECO Corp.

104,820

2,535

The Chubb Corp.

140,560

11,869

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCE - continued

Insurance - continued

The St. Paul Companies, Inc.

172,684

$ 8,850

Torchmark Corp.

103,540

3,449

UnumProvident Corp.

194,913

5,506

387,753

Savings & Loans - 0.3%

Charter One Financial, Inc.

177,765

4,077

Golden West Financial Corp.

126,900

7,114

Washington Mutual, Inc.

438,117

19,277

30,468

Securities Industry - 2.0%

Bear Stearns Companies, Inc.

91,908

5,572

Charles Schwab Corp.

1,112,700

39,084

Franklin Resources, Inc.

201,400

8,628

Lehman Brothers Holdings, Inc.

195,000

12,578

Merrill Lynch & Co., Inc.

647,600

45,332

Morgan Stanley Dean Witter & Co.

909,792

73,068

PaineWebber Group, Inc.

115,600

8,237

Stilwell Financial, Inc.

179,700

8,053

T. Rowe Price Associates, Inc.

97,000

4,541

205,093

TOTAL FINANCE

1,595,692

HEALTH - 11.3%

Drugs & Pharmaceuticals - 7.8%

Allergan, Inc.

104,700

8,801

ALZA Corp. (a)

100,800

8,159

American Home Products Corp.

1,048,840

66,601

Amgen, Inc. (a)

825,800

47,845

Bausch & Lomb, Inc.

42,340

1,633

Biogen, Inc. (a)

129,100

7,770

Bristol-Myers Squibb Co.

1,582,860

96,456

Eli Lilly & Co.

909,216

81,261

King Pharmaceuticals, Inc. (a)

138,383

6,201

Medimmune, Inc. (a)

178,800

11,689

Merck & Co., Inc.

1,859,980

167,282

Pfizer, Inc.

5,092,165

219,918

Quintiles Transnational Corp. (a)

93,100

1,298

Schering-Plough Corp.

1,178,260

60,901

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Sigma-Aldrich Corp.

71,500

$ 2,556

Watson Pharmaceuticals, Inc. (a)

78,800

4,930

793,301

Medical Equipment & Supplies - 3.0%

Abbott Laboratories

1,247,940

65,907

Baxter International, Inc.

233,600

19,199

Becton, Dickinson & Co.

201,400

6,747

Biomet, Inc.

138,050

4,996

Boston Scientific Corp. (a)

325,300

5,184

C.R. Bard, Inc.

40,300

1,688

Cardinal Health, Inc.

221,850

21,020

Guidant Corp. (a)

244,600

12,949

Johnson & Johnson

1,120,540

103,230

McKesson HBOC, Inc.

228,669

6,417

Medtronic, Inc.

981,600

53,313

Millipore Corp.

35,400

1,859

St. Jude Medical, Inc. (a)

64,416

3,543

306,052

Medical Facilities Management - 0.5%

HCA - The Healthcare Co.

449,980

17,971

HEALTHSOUTH Corp. (a)

312,900

3,755

Humana, Inc. (a)

135,800

1,647

Manor Care, Inc. (a)

83,500

1,393

Tenet Healthcare Corp.

253,600

9,970

UnitedHealth Group, Inc.

130,400

14,263

Wellpoint Health Networks, Inc. (a)

50,500

5,905

54,904

TOTAL HEALTH

1,154,257

INDUSTRIAL MACHINERY & EQUIPMENT - 6.1%

Electrical Equipment - 4.7%

American Power Conversion Corp. (a)

170,600

2,207

Avaya, Inc. (a)

222,659

2,992

Emerson Electric Co.

347,340

25,508

General Electric Co.

7,987,899

437,828

Scientific-Atlanta, Inc.

129,200

8,842

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Electrical Equipment - continued

Thomas & Betts Corp.

58,420

$ 884

W.W. Grainger, Inc.

75,000

2,395

480,656

Industrial Machinery & Equipment - 1.3%

Briggs & Stratton Corp.

18,700

667

Caterpillar, Inc.

279,220

9,790

Cooper Industries, Inc.

80,079

3,063

Deere & Co.

198,170

7,295

Dover Corp.

166,740

7,076

Illinois Tool Works, Inc.

243,720

13,542

Ingersoll-Rand Co.

130,110

4,912

Pall Corp.

100,366

2,164

Parker-Hannifin Corp.

90,475

3,743

The Stanley Works

71,200

1,896

Timken Co.

49,075

690

Tyco International Ltd.

1,360,630

77,131

131,969

Pollution Control - 0.1%

Allied Waste Industries, Inc. (a)

161,300

1,492

Waste Management, Inc.

502,913

10,058

11,550

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

624,175

MEDIA & LEISURE - 4.0%

Broadcasting - 1.3%

Clear Channel Communications, Inc. (a)

463,017

27,810

Comcast Corp. Class A (special) (a)

754,100

30,730

Time Warner, Inc.

1,060,798

80,525

139,065

Entertainment - 1.4%

Carnival Corp.

500,300

12,414

Viacom, Inc. Class B (non-vtg.) (a)

1,222,290

69,518

Walt Disney Co.

1,668,490

59,753

141,685

Leisure Durables & Toys - 0.2%

Brunswick Corp.

70,100

1,363

Harley-Davidson, Inc.

244,100

11,763

Common Stocks - continued

Shares

Value (Note 1) (000s)

MEDIA & LEISURE - continued

Leisure Durables & Toys - continued

Hasbro, Inc.

138,448

$ 1,488

Mattel, Inc.

344,495

4,457

19,071

Lodging & Gaming - 0.1%

Harrah's Entertainment, Inc. (a)

83,550

2,392

Hilton Hotels Corp.

300,760

2,857

Marriott International, Inc. Class A

202,000

8,181

13,430

Publishing - 0.5%

American Greetings Corp. Class A

60,460

1,100

Dow Jones & Co., Inc.

63,600

3,744

Gannett Co., Inc.

214,000

12,412

Harcourt General, Inc.

50,276

2,818

Knight-Ridder, Inc.

64,760

3,254

McGraw-Hill Companies, Inc.

158,100

10,148

Meredith Corp.

41,600

1,321

The New York Times Co. Class A

139,800

5,138

Tribune Co.

248,303

9,203

49,138

Restaurants - 0.5%

Darden Restaurants, Inc.

101,920

2,293

McDonald's Corp.

1,068,100

33,111

Starbucks Corp. (a)

147,800

6,605

Tricon Global Restaurants, Inc. (a)

119,732

3,592

Wendy's International, Inc.

93,800

2,040

47,641

TOTAL MEDIA & LEISURE

410,030

NONDURABLES - 5.9%

Beverages - 1.8%

Adolph Coors Co. Class B

29,300

1,866

Anheuser-Busch Companies, Inc.

729,980

33,397

Brown-Forman Corp. Class B (non-vtg.)

54,280

3,304

Coca-Cola Enterprises, Inc.

337,000

6,192

Seagram Co. Ltd.

354,620

20,258

The Coca-Cola Co.

2,005,180

121,063

186,080

Common Stocks - continued

Shares

Value (Note 1) (000s)

NONDURABLES - continued

Foods - 1.7%

Archer-Daniels-Midland Co.

507,450

$ 5,582

Campbell Soup Co.

338,660

9,906

ConAgra Foods, Inc.

428,500

9,159

General Mills, Inc.

233,340

9,742

H.J. Heinz Co.

281,700

11,814

Hershey Foods Corp.

110,120

5,981

Kellogg Co.

325,880

8,269

Nabisco Group Holdings Corp.

262,100

7,568

PepsiCo, Inc.

1,164,320

56,397

Quaker Oats Co.

106,600

8,695

Ralston Purina Co.

244,440

5,928

Sara Lee Corp.

698,300

15,057

Sysco Corp.

268,280

14,001

Wm. Wrigley Jr. Co.

91,380

7,236

175,335

Household Products - 1.7%

Avon Products, Inc.

189,440

9,188

Clorox Co.

187,340

8,360

Colgate-Palmolive Co.

477,840

28,078

Gillette Co.

846,420

29,519

International Flavors & Fragrances, Inc.

82,050

1,374

Procter & Gamble Co.

1,054,420

75,325

Unilever NV (NY Shares)

460,646

23,407

175,251

Tobacco - 0.7%

Philip Morris Companies, Inc.

1,810,880

66,323

UST, Inc.

131,400

3,318

69,641

TOTAL NONDURABLES

606,307

PRECIOUS METALS - 0.1%

Barrick Gold Corp.

320,200

4,259

Homestake Mining Co.

192,500

794

Newmont Mining Corp.

138,164

1,874

Placer Dome, Inc.

270,000

2,243

TOTAL PRECIOUS METALS

9,170

Common Stocks - continued

Shares

Value (Note 1) (000s)

RETAIL & WHOLESALE - 5.1%

Apparel Stores - 0.3%

Gap, Inc.

682,715

$ 17,623

The Limited, Inc.

348,962

8,811

TJX Companies, Inc.

247,500

6,744

33,178

Drug Stores - 0.5%

CVS Corp.

315,620

16,708

Longs Drug Stores Corp.

31,840

697

Walgreen Co.

810,660

36,986

54,391

General Merchandise Stores - 2.4%

Consolidated Stores Corp. (a)

89,800

1,066

Costco Wholesale Corp. (a)

360,090

13,188

Dillards, Inc. Class A

82,660

868

Dollar General Corp.

267,297

4,143

Federated Department Stores, Inc. (a)

170,600

5,555

JCPenney Co., Inc.

212,820

2,487

Kmart Corp. (a)

397,200

2,358

Kohls Corp. (a)

262,100

14,203

Nordstrom, Inc.

110,700

1,820

Sears, Roebuck & Co.

284,510

8,458

Target Corp.

715,100

19,755

The May Department Stores Co.

269,870

7,084

Wal-Mart Stores, Inc.

3,594,620

163,106

244,091

Grocery Stores - 0.5%

Albertson's, Inc.

342,606

8,115

Kroger Co. (a)

673,000

15,185

Safeway, Inc. (a)

399,300

21,837

SUPERVALU, Inc.

104,300

1,604

Winn-Dixie Stores, Inc.

111,240

2,141

48,882

Retail & Wholesale, Miscellaneous - 1.4%

Alberto-Culver Co. Class B

41,100

1,379

Bed Bath & Beyond, Inc. (a)

227,600

5,875

Best Buy Co., Inc. (a)

165,500

8,306

Circuit City Stores, Inc. - Circuit City Group

164,500

2,180

Home Depot, Inc.

1,864,569

80,176

Lowe's Companies, Inc.

304,120

13,894

Office Depot, Inc. (a)

266,700

2,217

Common Stocks - continued

Shares

Value (Note 1) (000s)

RETAIL & WHOLESALE - continued

Retail & Wholesale, Miscellaneous - continued

RadioShack Corp.

152,164

$ 9,073

Staples, Inc. (a)

380,700

5,425

Tiffany & Co., Inc.

112,000

4,781

Toys 'R' Us, Inc. (a)

183,225

3,149

136,455

TOTAL RETAIL & WHOLESALE

516,997

SERVICES - 0.5%

Advertising - 0.2%

Interpublic Group of Companies, Inc.

247,900

10,644

Omnicom Group, Inc.

143,100

13,201

23,845

Leasing & Rental - 0.0%

Ryder System, Inc.

66,100

1,305

Printing - 0.1%

Deluxe Corp.

65,200

1,471

R.R. Donnelley & Sons Co.

104,820

2,254

3,725

Services - 0.2%

Cendant Corp. (a)

573,849

6,886

Convergys Corp. (a)

123,700

5,389

Ecolab, Inc.

103,200

4,044

H&R Block, Inc.

79,780

2,847

Moodys Corp.

130,220

3,426

National Service Industries, Inc.

32,500

664

23,256

TOTAL SERVICES

52,131

TECHNOLOGY - 28.1%

Communications Equipment - 5.7%

ADC Telecommunications, Inc. (a)

612,000

13,082

Andrew Corp. (a)

68,612

1,805

Cabletron Systems, Inc. (a)

147,400

3,998

Cisco Systems, Inc. (a)

5,728,700

308,634

Comverse Technology, Inc. (a)

127,800

14,282

Corning, Inc.

709,220

54,255

Lucent Technologies, Inc.

2,686,310

62,625

Common Stocks - continued

Shares

Value (Note 1) (000s)

TECHNOLOGY - continued

Communications Equipment - continued

Nortel Networks Corp.

2,406,660

$ 109,503

Tellabs, Inc. (a)

327,400

16,350

584,534

Computer Services & Software - 8.1%

Adobe Systems, Inc.

194,400

14,787

America Online, Inc. (a)

1,879,900

94,803

Autodesk, Inc.

48,340

1,067

Automatic Data Processing, Inc.

506,040

33,051

BMC Software, Inc. (a)

197,700

4,016

Ceridian Corp. (a)

116,200

2,905

Citrix Systems, Inc. (a)

146,200

3,235

Computer Associates International, Inc.

470,287

14,990

Computer Sciences Corp. (a)

135,300

8,524

Compuware Corp. (a)

291,800

2,298

Electronic Data Systems Corp.

376,100

17,653

Equifax, Inc.

114,200

3,940

First Data Corp.

330,000

16,541

IMS Health, Inc.

239,940

5,669

Mercury Interactive Corp. (a)

62,700

6,960

Microsoft Corp. (a)

4,245,600

292,416

NCR Corp. (a)

78,700

3,394

Novell, Inc. (a)

268,700

2,418

Oracle Corp. (a)

4,538,600

149,774

Parametric Technology Corp. (a)

219,600

2,704

Paychex, Inc.

314,300

17,817

PeopleSoft, Inc. (a)

230,200

10,046

Sabre Holdings Corp. Class A

97,469

3,259

Sapient Corp. (a)

96,200

3,421

Siebel Systems, Inc. (a)

339,100

35,584

Unisys Corp. (a)

252,700

3,222

VERITAS Software Corp. (a)

326,600

46,056

Yahoo!, Inc. (a)

457,800

26,839

827,389

Computers & Office Equipment - 7.1%

Adaptec, Inc. (a)

83,300

1,317

Apple Computer, Inc. (a)

261,000

5,106

Compaq Computer Corp.

1,371,404

41,704

Dell Computer Corp. (a)

2,087,500

61,581

EMC Corp. (a)

1,760,000

156,750

Common Stocks - continued

Shares

Value (Note 1) (000s)

TECHNOLOGY - continued

Computers & Office Equipment - continued

Gateway, Inc. (a)

259,500

$ 13,393

Hewlett-Packard Co.

1,609,540

74,743

International Business Machines Corp.

1,423,480

140,213

Lexmark International Group, Inc. Class A (a)

104,100

4,268

Network Appliance, Inc. (a)

251,900

29,976

Palm, Inc.

459,650

24,620

Pitney Bowes, Inc.

207,480

6,160

Seagate Technology, Inc. (a)

184,400

12,885

Sun Microsystems, Inc. (a)

1,280,500

141,975

Xerox Corp.

535,200

4,516

719,207

Electronic Instruments - 1.0%

Agilent Technologies, Inc.

366,383

16,968

Applied Materials, Inc. (a)

651,300

34,600

KLA-Tencor Corp. (a)

147,700

4,994

Novellus Systems, Inc. (a)

118,800

4,863

PE Corp. - Biosystems Group

168,000

19,656

PerkinElmer, Inc.

38,120

4,555

Tektronix, Inc.

38,300

2,729

Teradyne, Inc. (a)

139,600

4,363

Thermo Electron Corp. (a)

132,400

3,840

96,568

Electronics - 6.1%

Advanced Micro Devices, Inc. (a)

242,800

5,493

Altera Corp. (a)

319,400

13,075

Analog Devices, Inc. (a)

283,900

18,454

Broadcom Corp. Class A (a)

178,400

39,672

Conexant Systems, Inc. (a)

176,400

4,642

Intel Corp.

5,416,880

243,760

JDS Uniphase Corp. (a)

753,131

61,333

Linear Technology Corp.

249,700

16,121

LSI Logic Corp. (a)

244,700

8,045

Maxim Integrated Products, Inc. (a)

239,800

15,902

Micron Technology, Inc. (a)

469,000

16,298

Molex, Inc.

161,650

8,729

Motorola, Inc.

1,751,580

43,680

National Semiconductor Corp. (a)

143,000

3,718

Power-One, Inc. (a)

61,100

4,334

Sanmina Corp. (a)

126,600

14,472

Common Stocks - continued

Shares

Value (Note 1) (000s)

TECHNOLOGY - continued

Electronics - continued

Solectron Corp. (a)

481,400

$ 21,182

Texas Instruments, Inc.

1,391,747

68,283

Xilinx, Inc. (a)

269,100

19,493

626,686

Photographic Equipment - 0.1%

Eastman Kodak Co.

248,470

11,150

Polaroid Corp.

35,840

361

11,511

TOTAL TECHNOLOGY

2,865,895

TRANSPORTATION - 0.6%

Air Transportation - 0.2%

AMR Corp.

119,940

3,928

Delta Air Lines, Inc.

100,360

4,742

Southwest Airlines Co.

402,687

11,477

US Airways Group, Inc. (a)

56,800

2,144

22,291

Railroads - 0.3%

Burlington Northern Santa Fe Corp.

324,629

8,623

CSX Corp.

176,872

4,477

Norfolk Southern Corp.

306,420

4,328

Union Pacific Corp.

201,340

9,438

26,866

Trucking & Freight - 0.1%

FedEx Corp. (a)

235,160

11,020

TOTAL TRANSPORTATION

60,177

UTILITIES - 10.0%

Cellular - 1.1%

ALLTEL Corp.

251,600

16,212

Nextel Communications, Inc. Class A (a)

630,200

24,223

QUALCOMM, Inc. (a)

598,600

38,974

Sprint Corp. - PCS Group Series 1 (a)

742,990

28,326

107,735

Electric Utility - 2.1%

AES Corp. (a)

364,000

20,566

Common Stocks - continued

Shares

Value (Note 1) (000s)

UTILITIES - continued

Electric Utility - continued

Ameren Corp.

104,800

$ 4,166

American Electric Power Co., Inc.

268,848

11,157

Cinergy Corp.

120,417

3,688

CMS Energy Corp.

105,593

2,851

Consolidated Edison, Inc.

171,000

6,017

Constellation Energy Corp.

115,050

4,796

CP&L Energy, Inc.

116,300

4,688

Dominion Resources, Inc.

198,369

11,815

DTE Energy Co.

118,300

4,274

Duke Energy Corp.

299,750

25,910

Edison International

268,100

6,401

Entergy Corp.

185,500

7,107

Exelon Corp.

262,362

15,775

FirstEnergy Corp.

173,700

4,494

Florida Progress Corp.

84,000

4,468

FPL Group, Inc.

149,800

9,887

GPU, Inc.

111,500

3,686

Niagara Mohawk Holdings, Inc. (a)

102,900

1,646

PG&E Corp.

321,200

8,652

Pinnacle West Capital Corp.

71,800

3,119

PPL Corp.

108,620

4,474

Public Service Enterprise Group, Inc.

184,300

7,648

Reliant Energy, Inc.

225,225

9,305

Southern Co.

523,400

15,375

TXU Corp.

212,738

7,885

XCEL Energy, Inc.

254,070

6,495

216,345

Gas - 1.0%

Columbia Energy Group

64,480

4,639

Dynegy, Inc. Class A

256,902

11,898

Eastern Enterprises Co.

22,300

1,436

El Paso Energy Corp.

187,860

11,776

Enron Corp.

593,980

48,743

KeySpan Corp.

109,000

3,835

NICOR, Inc.

37,740

1,333

ONEOK, Inc.

24,124

956

Peoples Energy Corp.

29,100

1,000

Common Stocks - continued

Shares

Value (Note 1) (000s)

UTILITIES - continued

Gas - continued

Sempra Energy

152,202

$ 3,149

Williams Companies, Inc.

352,200

14,726

103,491

Telephone Services - 5.8%

AT&T Corp.

3,026,317

70,173

BellSouth Corp.

1,514,580

73,173

CenturyTel, Inc.

114,900

4,424

Global Crossing Ltd. (a)

705,879

16,676

Qwest Communications International, Inc. (a)

1,338,031

65,062

SBC Communications, Inc.

2,739,539

158,037

Sprint Corp. - FON Group

708,880

18,076

Verizon Communications

2,191,839

126,716

WorldCom, Inc. (a)

2,313,778

54,952

587,289

TOTAL UTILITIES

1,014,860

TOTAL COMMON STOCKS

(Cost $6,714,242)

10,155,520

U.S. Treasury Obligations - 0.9%

Principal Amount (000s)

U.S. Treasury Bills, yield at date of purchase 5.98% to 6.2% 11/9/00 to 1/4/01 (c)
(Cost $97,497)

$ 98,069

97,509

Cash Equivalents - 3.5%

Shares

Value (Note 1)
(000s)

Bankers Trust Institutional Daily Assets Fund, 6.66% (b)
(Cost $360,248)

360,248,143

$ 360,248

TOTAL INVESTMENT PORTFOLIO - 103.9%

(Cost $7,171,987)

10,613,277

NET OTHER ASSETS - (3.9)%

(402,742)

NET ASSETS - 100%

$ 10,210,535

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Gain/(Loss) (000s)

Purchased

145 S&P 500 Stock Index Contracts

Dec. 2000

$ 52,207

$ 1,878

The face value of futures purchased as a percentage of net assets - 0.5%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(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 $7,375,000.

Income Tax Information

At October 31, 2000, the aggregate
cost of investment securities for income
tax purposes was $7,185,021,000. Net unrealized appreciation aggregated $3,428,256,000, of which $4,112,450,000 related to appreciated investment securities and $684,194,000 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

October 31, 2000 (Unaudited)

Assets

Investment in securities, at value (cost $7,171,987) -
See accompanying schedule

$ 10,613,277

Cash

331

Receivable for investments sold

2,526

Receivable for fund shares sold

22,266

Dividends receivable

6,920

Redemption fees receivable

3

Receivable for daily variation on futures contracts

1,975

Total assets

10,647,298

Liabilities

Payable for investments purchased

$ 74,755

Accrued management fee

480

Other payables and accrued expenses

1,280

Collateral on securities loaned, at value

360,248

Total liabilities

436,763

Net Assets

$ 10,210,535

Net Assets consist of:

Paid in capital

$ 6,788,179

Undistributed net investment income

50,281

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

(71,093)

Net unrealized appreciation (depreciation) on investments

3,443,168

Net Assets, for 103,417 shares outstanding

$ 10,210,535

Net Asset Value, offering price and redemption price
per share ($10,210,535
÷ 103,417 shares)

$98.73

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended October 31, 2000 (Unaudited)

Investment Income

Dividends

$ 56,733

Interest

3,344

Security lending

378

Total income

60,455

Expenses

Management fee

$ 12,517

Transfer agent fees

6,269

Accounting fees

440

Non-interested trustees' compensation

17

Registration fees

92

Audit

32

Legal

22

Miscellaneous

2

Total expenses before reductions

19,391

Expense reductions

(9,530)

9,861

Net investment income

50,594

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(8,977)

Futures contracts

1,025

(7,952)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(139,899)

Futures contracts

(5,116)

(145,015)

Net gain (loss)

(152,967)

Net increase (decrease) in net assets resulting
from operations

$ (102,373)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended October 31, 2000
(Unaudited)

Year ended
April 30,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 50,594

$ 106,574

Net realized gain (loss)

(7,952)

(320)

Change in net unrealized appreciation (depreciation)

(145,015)

803,487

Net increase (decrease) in net assets resulting
from operations

(102,373)

909,741

Distributions to shareholders
From net investment income

(30,390)

(117,819)

From net realized gain

-

(8,624)

In excess of net realized gain

-

(60,385)

Total distributions

(30,390)

(186,828)

Share transactions
Net proceeds from sales of shares

926,619

3,360,364

Reinvestment of distributions

28,444

175,991

Cost of shares redeemed

(681,298)

(2,859,543)

Net increase (decrease) in net assets resulting
from share transactions

273,765

676,812

Redemption fees

267

1,132

Total increase (decrease) in net assets

141,269

1,400,857

Net Assets

Beginning of period

10,069,266

8,668,409

End of period (including undistributed net investment income of $50,281 and $35,283, respectively)

$ 10,210,535

$ 10,069,266

Other Information

Shares

Sold

9,318

35,297

Issued in reinvestment of distributions

280

1,844

Redeemed

(6,816)

(29,870)

Net increase (decrease)

2,782

7,271

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

Six months ended October 31, 2000

Years ended April 30,

(Unaudited)

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning
of period

$ 100.06

$ 92.85

$ 78.74

$ 57.82

$ 48.22

$ 38.32

Income from Invest-
ment Operations

Net investment
income

.50 D

1.07 D

1.05 D

1.11 D

.95 D

.92

Net realized and unrealized gain (loss)

(1.53)

8.02

15.52

21.92

10.58

10.32

Total from investment operations

(1.03)

9.09

16.57

23.03

11.53

11.24

Less Distributions

From net investment income

(.30)

(1.19)

(.79)

(.75)

(.90)

(.99)

From net
realized gain

-

(.09)

(1.68)

(1.38)

(1.05)

(.37)

In excess of net realized gain

-

(.61)

-

-

-

-

Total distributions

(.30)

(1.89)

(2.47)

(2.13)

(1.95)

(1.36)

Redemption fees added to paid
in capital

.00

.01

.01

.02

.02

.02

Net asset value,
end of period

$ 98.73

$ 100.06

$ 92.85

$ 78.74

$ 57.82

$ 48.22

Total Return B, C

(1.04)%

9.91%

21.68%

40.74%

24.58%

29.83%

Ratios and Supplemental Data

Net assets, end of period (in millions)

$ 10,211

$ 10,069

$ 8,668

$ 5,437

$ 2,300

$ 1,011

Ratio of expenses to average net assets

.19% A, E

.19% E

.19% E

.19% E

.44% E

.45%

Ratio of net invest-
ment income to average net assets

.97% A

1.12%

1.30%

1.61%

1.82%

2.11%

Portfolio
turnover rate

5% A

8%

4%

6%

6%

5%

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.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended October 31, 2000 (Unaudited)

1. Significant Accounting Policies.

Spartan 500 Index Fund (the fund) is a fund of Fidelity Commonwealth Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. 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 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. Investments in open-end investment companies are valued at their net asset value each business day.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Taxes - continued

that it distributes substantially all of its taxable income for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

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

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a short-term trading fee equal to .50% of the proceeds of the redeemed shares. The fee, which is retained by the fund, is accounted for as an addition to paid in capital.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 $676,960,000 and $254,851,000, respectively.

The market value of futures contracts opened and closed during the period amounted to $677,772,000 and $811,274,000, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. 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 and Security Lending Fees. Beginning January 1, 2001, FMR Co.(FMRC) will serve as a sub-adviser for the fund. FMRC may provide investment research and advice and may also provide investment advisory services to the fund.

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.

Under a separate securities lending agreement with Bankers Trust, the fund receives at least 70% of net income from the securities lending program. Bankers Trust retains no more than 30% of net income under this agreement. For the period, Bankers Trust retained $162,000.

In March 1999, Bankers Trust announced that it had reached an agreement with the U.S. Attorney's office to resolve an investigation concerning inappropriate transfers of unclaimed funds and related recordkeeping problems that occurred between 1994 and 1996. As a result of the plea, absent an order from the Securities and Exchange Commission, Bankers Trust would not have been able to provide investment advisory services to the fund. The SEC previously

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Sub-Adviser and Security Lending Fees - continued

granted a temporary order to permit Bankers Trust and its affiliates to provide investment advisory services to registered investment companies. On July 10, 2000, the SEC granted Bankers Trust a permanent order.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .12% of average net assets.

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Bankers Trust. The commissions paid to these affiliated firms were $24,000 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 $351,628,000. The fund received cash collateral of $360,248,000 which was invested in cash equivalents.

6. Expense Reductions.

FMR voluntarily agreed to reimburse the fund's operating expenses (excluding interest, taxes, brokerage commissions, extraordinary expenses and sub-advisory fees paid by the fund associated with securities lending) above an annual rate of .19% of average net assets. For the period, the reimbursement reduced expenses by $9,482,000.

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 $20,000 and $28,000, respectively, under these arrangements.

Semiannual Report

Distributions

The Board of Trustees of Spartan 500 Index Fund voted to pay on December 11, 2000, to shareholders of record at the opening of business on December 8, 2000, a dividend of $.67 per share from net investment income.

Semiannual Report

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
®)
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+
®

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.

Semiannual Report

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
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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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

Bankers Trust Company

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

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 *

Advisory Board

J. Michael Cook

Marie L. Knowles

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

* Independent trustees

Custodian

Bankers Trust Company

New York, New York

Fidelity's Index Funds

Four-In-One Index Fund

Spartan® Extended Market Index Fund

Spartan International Index Fund

Spartan 500 Index Fund

Spartan Total Market Index Fund

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®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

SMI-SANN-1200 118831
1.538467.103

Fidelity®

Small Cap Retirement

Fund

Semiannual Report

October 31, 2000

(2_fidelity_logos)

Contents

President's Message

3

Ned Johnson on investing strategies.

Performance

4

How the fund has done over time.

Fund Talk

5

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

Investment Summary

8

A summary of the fund's investments.

Investments

9

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

Financial Statements

16

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

Notes

20

Notes to the financial statements.

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.

(Recycle graphic)   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.

Semiannual Report

President's Message

|

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

A sixth-straight year of double-digit positive returns for the Dow Jones Industrial Average, NASDAQ and S&P 500® could be in jeopardy unless the U.S. stock market shows marked improvement in the final two months of 2000. Through October, all three indexes had negative year-to-date returns. On the other hand, most fixed-income sectors were solidly in the black. Treasuries and other long-term government securities led the way, returning nearly 14%.

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.

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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

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

Period ended October 31, 2000

Life of
fund

Fidelity Small Cap Retirement

0.70%

Russell 2000®

-2.26%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, since the fund started on September 26, 2000. 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. This benchmark includes reinvested dividends and capital gains, if any.

Average Annual Total Returns

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. These numbers will be reported once the fund is a year old. In addition, the growth of a hypothetical $10,000 investment in the fund will appear in the fund's next report six months from now.

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.

3

Annual Report

Fund Talk: The Manager's Overview

Market Recap

The U.S. equity market environment during the six-month period that ended October 31, 2000, will be remembered as one of the most difficult in recent years. Three negative factors - rising interest rates, the highest oil prices in a decade and the declining value of the European currency - collectively hindered the growth of many domestic companies. As a result, investors reacted pessimistically to most stocks, regardless of market capitalization or industry. In May, the tech-heavy NASDAQ Composite Index experienced a sharp decline and failed to recoup the gains it achieved earlier in the year as the period wore on. The NASDAQ ended the six-month period with a -12.64% return. The Standard & Poor's 500SM Index, an index of 500 larger companies, declined 1.03%. Elsewhere, the Russell 2000® Index, a benchmark of smaller companies that had gained nearly 19% in the previous six-month period, slumped to a -1.11% return. Only the blue chips' benchmark, the Dow Jones Industrial Average, finished the period with a gain, returning 3.01% in large part because investors favored more established companies in October. For its part, the Federal Reserve Board raised the federal funds rate to 6.50% in May - its highest level in nine years - in an attempt to slow the economy and ward off inflation. Meanwhile, the euro's weakness and higher fuel costs particularly hurt multinational companies, many of which lowered third-quarter earnings targets.

(Portfolio Manager photograph)
An interview with Jamie Harmon, Portfolio Manager of Fidelity Small Cap Retirement Fund

Q. How did the fund perform, Jamie?

A. From its inception on September 26, 2000, through October 31, 2000, the fund returned 0.70%. In comparison, the fund's benchmark, the Russell 2000 Index, returned -2.26%. Going forward, we will look at the fund's performance at six- and 12-month intervals and compare it to its Lipper peer group.

Q. What helped the fund outperform the index during the brief period?

A. Strong stock selection in technology, health care and services was the key. In the technology sector, steady growth companies such as Black Box and Affiliated Computer Services led the way. Among our health care holdings, the fund benefited from generic drug companies such as SICOR. Meanwhile, education companies Corinthian Colleges and New Horizons fueled performance in the services sector.

Q. How would you describe your investment strategy for this fund?

A. I describe my approach as "aggressive value." While this is not an official Lipper fund category, I believe it most accurately describes my investment philosophy. The fund is a "value" fund in that I invest in stocks that I believe are priced below their intrinsic value, or the present value of the future cash flows. A large percentage of the fund's assets are invested in great small companies that are underappreciated by Wall Street, many of them in prosaic businesses such as distribution, post-secondary education and candy manufacturing. I use the term "aggressive value" instead of simply "value" for two reasons. First, my definition of value differs from many people's definition of value. While I care about the traditional metrics such as price/earnings ratios, I try to see the whole picture by also examining the value of intangible assets, management, future growth, etc. I try to look at a stock from a number of angles before investing. The second reason that I call the fund "aggressive" is that it has a higher-than-average turnover rate. Because there is much less research on small cap stocks, the market often overreacts to bad news and sometimes underreacts to good news. In these times of high volatility, I think it is important to try to be diligent about cutting our losses. Additionally, I sometimes make sector bets when I feel the outlook for a particular industry - such as health care or technology - is quite strong or quite weak. It is important to remember that the main disadvantage of high turnover - increased taxes due to more realized gains - does not apply to investors in this fund because it is only marketed to retirement plan participants at this time.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. Can you provide an example of a specific stock that was a value?

A. Let's look at Corinthian Colleges, a post-secondary educational firm that specializes in practical degrees such as nursing and information technology. When I first bought the stock it was selling in the $20 range. It was priced at 5-times book value and 15-times earnings - not wildly cheap by traditional valuation measures. However, we live in the information age and workers continuously need to learn new skills. When I evaluated Corinthian Colleges, it was growing quarterly revenues by 20% and quarterly earnings by 80% or more. It possessed strong cash flow because consumers paid in advance for its services. Even better, the company demonstrated the ability to increase prices in a deflationary environment. Despite these many positives, Corinthian's stock was flat for roughly a year after it went public. In my opinion, the market gave us a great opportunity to buy a great company at a reasonable price. As the market began to recognize the company's strengths, the stock performed quite well. Corinthian has been one of the fund's top performers since inception.

Q. Outside of education, were there any other areas you sought to capitalize on?

A. The fund has a large investment in health care because I believe in the sector's growth potential and don't believe it will be hurt by a potential slowdown in technology or the economy. Generally, I prefer the emerging pharmaceutical and medical device companies because they provide products that save lives and improve our quality of life. In many cases, these companies have patents that give them a very strong market position. Many health care services firms also are attractive because they can provide solid growth in any economic environment.

Q. What's your outlook, Jamie?

A. I'm optimistic. Regardless of the market's direction, there are always opportunities for stock picking in small caps. Even better, small caps are very attractive right now. They generally grow faster than larger companies and, at the end of the period, prices for small-cap companies were still very cheap relative to historical averages.

Semiannual Report

Fund Talk: The Manager's Overview - continued

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.

Fund Facts

Goal: seeks long-term growth of capital

Fund number: 384

Trading symbol: FSLRF

Start date: September 26, 2000

Size: as of October 31, 2000, more than $1 million

Manager: Jamie Harmon, since inception; portfolio assistant, various small-cap portfolios, 1998-2000; manager, Fidelity Select Biotechnology Portfolio, 1997-1998; analyst, various industries, 1995-1997; joined Fidelity in 1995

3

Jamie Harmon on opportunities in small-cap companies:

"Historically, the relative performance between small-cap stocks and large-cap stocks has run in cycles that tend to last about five to six years. For roughly the five years leading up to 1999, small caps experienced a period of underperformance relative to large caps. However, during the 12-month period that ended October 31, 2000, small-cap stocks - as represented by the Russell 2000 Index - returned 17.41%, while the large-cap oriented S&P 500 index returned 6.09% and the blue-chips' index, the Dow Jones Industrial Average, advanced 3.82%.

"Given this and other data based on the past year, the U.S. equity market appears to be in the early stages of experiencing another prolonged period of small-cap outperformance relative to larger companies.

"There are two main reasons why small caps could dominate the market during the next few years. To begin with, small-cap stocks are generally at the cheapest levels they've been in 20 years, based on earnings multiples and other fundamental valuations. Second, the average U.S. equity mutual fund today has a much smaller allocation of small-cap stocks than a few years ago. Therefore, as capital appreciation fund managers begin to gradually purchase more small-cap stocks - an event that is currently in progress - the prices of small-cap stocks could increase sharply."

Semiannual Report

Investment Summary

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Investment Summary

Top Ten Stocks as of October 31, 2000

% of fund's
net assets

Black Box Corp.

3.0

Affiliated Computer Services, Inc. Class A

2.7

Hollywood Casino Corp.

2.3

Christopher & Banks Corp.

2.2

Corinthian Colleges, Inc.

2.1

Biomet, Inc.

2.1

Amsurg Corp. Class A

1.9

Insight Enterprises, Inc.

1.9

SICOR, Inc.

1.8

ICU Medical, Inc.

1.7

21.7

Top Five Market Sectors as of October 31, 2000

% of fund's
net assets

Health

19.2

Technology

19.1

Retail & Wholesale

12.1

Services

12.1

Media & Leisure

9.5

Asset Allocation (% of fund's net assets)

As of October 31, 2000 *

Stocks 91.4%

Short-Term
Investments and
Net Other Assets 8.6%

* Foreign investments

1.9%



Semiannual Report

Investments October 31, 2000

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 91.4%

Shares

Value (Note 1)

BASIC INDUSTRIES - 0.8%

Paper & Forest Products - 0.8%

Pactiv Corp. (a)

940

$ 9,870

CONSTRUCTION & REAL ESTATE - 0.9%

Building Materials - 0.5%

Quixote Corp.

350

5,731

Construction - 0.4%

Kaufman & Broad Home Corp.

100

2,975

Toll Brothers, Inc. (a)

60

1,950

4,925

TOTAL CONSTRUCTION & REAL ESTATE

10,656

DURABLES - 2.7%

Consumer Durables - 0.4%

Shuffle Master, Inc. (a)

200

4,488

Consumer Electronics - 0.3%

Harman International Industries, Inc.

70

3,360

Textiles & Apparel - 2.0%

Coach, Inc.

100

2,338

Maxwell Shoe, Inc. Class A (a)

500

5,563

Polo Ralph Lauren Corp. Class A (a)

360

7,065

Timberland Co. Class A (a)

185

9,551

24,517

TOTAL DURABLES

32,365

ENERGY - 0.5%

Energy Services - 0.2%

Carbo Ceramics, Inc.

100

2,994

Oil & Gas - 0.3%

Grant Prideco, Inc. (a)

40

743

Swift Energy Co. (a)

85

2,763

3,506

TOTAL ENERGY

6,500

FINANCE - 7.1%

Insurance - 6.1%

Arthur J. Gallagher & Co.

260

16,413

Brown & Brown, Inc.

245

7,963

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Insurance - continued

Everest Re Group Ltd.

120

$ 7,035

First Health Group Corp. (a)

350

13,650

Hilb, Rogal & Hamilton Co.

190

7,529

PartnerRe Ltd.

60

3,270

Philadelphia Consolidated Holding Corp. (a)

320

7,140

RenaissanceRe Holdings Ltd.

95

6,893

Wesco Financial Corp.

10

2,678

72,571

Securities Industry - 1.0%

Gabelli Asset Management, Inc. Class A (a)

310

11,160

TOTAL FINANCE

83,731

HEALTH - 19.2%

Drugs & Pharmaceuticals - 5.2%

Alpharma, Inc. Class A

260

10,091

Andrx Corp. - Andrx Group (a)

80

5,760

CIMA Labs, Inc. (a)

70

3,850

Enzon, Inc. (a)

45

3,206

Invitrogen Corp. (a)

45

3,423

KV Pharmaceutical Co. Class A (a)

80

3,115

NaPro BioTherapeutics, Inc. (a)

400

4,450

SICOR, Inc. (a)

1,695

21,717

Watson Pharmaceuticals, Inc. (a)

95

5,943

61,555

Medical Equipment & Supplies - 8.0%

AmeriSource Health Corp. Class A (a)

175

7,602

Biomet, Inc.

675

24,427

DENTSPLY International, Inc.

370

12,834

First Horizon Pharmaceutical Corp.

545

11,377

ICU Medical, Inc. (a)

820

20,500

Patterson Dental Co. (a)

570

17,848

94,588

Medical Facilities Management - 6.0%

AmeriPath, Inc. (a)

250

4,484

Amsurg Corp. Class A (a)

1,580

23,108

Corvel Corp. (a)

370

11,724

Davita, Inc. (a)

820

9,225

HEALTHSOUTH Corp. (a)

140

1,680

Laboratory Corp. of America Holdings (a)

25

3,372

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Facilities Management - continued

Manor Care, Inc. (a)

610

$ 10,179

Trigon Healthcare, Inc. (a)

100

7,169

70,941

TOTAL HEALTH

227,084

MEDIA & LEISURE - 9.5%

Broadcasting - 0.8%

BHC Communications, Inc. Class A

15

2,160

Cox Radio, Inc. Class A (a)

160

3,640

Entercom Communications Corp. Class A (a)

100

3,919

9,719

Entertainment - 0.2%

MTR Gaming Group, Inc. (a)

260

1,885

Lodging & Gaming - 5.4%

Anchor Gaming (a)

20

1,699

Hollywood Casino Corp. (a)

2,525

26,513

International Game Technology (a)

170

6,226

Penn National Gaming, Inc. (a)

970

16,975

WMS Industries, Inc. (a)

550

12,238

63,651

Publishing - 0.8%

Harte-Hanks, Inc.

360

7,965

Playboy Enterprises, Inc. Class B (non-vtg.) (a)

90

1,164

9,129

Restaurants - 2.3%

CEC Entertainment, Inc. (a)

205

6,534

Jack in the Box, Inc. (a)

140

3,430

P.F. Chang's China Bistro, Inc. (a)

225

9,225

Papa John's International, Inc. (a)

340

8,543

27,732

TOTAL MEDIA & LEISURE

112,116

NONDURABLES - 2.2%

Foods - 1.5%

J.M. Smucker Co.

60

1,335

Tootsie Roll Industries, Inc.

415

15,926

17,261

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Household Products - 0.7%

Church & Dwight Co., Inc.

415

$ 8,196

TOTAL NONDURABLES

25,457

RETAIL & WHOLESALE - 12.1%

Apparel Stores - 6.7%

Abercrombie & Fitch Co. Class A (a)

500

11,781

American Eagle Outfitters, Inc. (a)

380

13,086

Chico's FAS, Inc. (a)

145

4,694

Christopher & Banks Corp. (a)

775

25,672

Claire's Stores, Inc.

150

3,019

Dress Barn, Inc. (a)

135

3,383

Kenneth Cole Productions, Inc. Class A (a)

80

3,635

Talbots, Inc.

20

1,581

The Men's Wearhouse, Inc. (a)

300

8,775

Venator Group, Inc. (a)

150

2,119

Wilsons Leather Experts, Inc. (a)

140

2,144

79,889

General Merchandise Stores - 1.9%

BJ's Wholesale Club, Inc. (a)

520

17,128

Hot Topic, Inc. (a)

170

5,823

22,951

Retail & Wholesale, Miscellaneous - 3.5%

Alberto-Culver Co. Class B

10

336

Coldwater Creek, Inc. (a)

70

2,078

PC Connection, Inc.

410

11,179

SCP Pool Corp. (a)

485

12,549

Ultimate Electronics, Inc. (a)

410

14,811

40,953

TOTAL RETAIL & WHOLESALE

143,793

SERVICES - 12.1%

Advertising - 0.5%

ADVO, Inc. (a)

145

5,338

Educational Services - 5.6%

Career Education Corp. (a)

95

3,675

Corinthian Colleges, Inc. (a)

365

25,231

Devry, Inc. (a)

180

6,649

New Horizons Worldwide, Inc. (a)

1,390

20,155

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Educational Services - continued

ProsoftTraining.com (a)

1,205

$ 8,435

University of Phoenix Online

90

2,363

66,508

Services - 6.0%

Caremark Rx, Inc. (a)

440

5,500

Chemed Corp.

400

13,150

Hall Kinion & Associates, Inc. (a)

120

3,173

Kroll-O'Gara Co. (a)

920

5,405

Learning Tree International, Inc. (a)

400

18,100

On Assignment, Inc. (a)

60

1,511

Robert Half International, Inc. (a)

110

3,355

Steiner Leisure Ltd. (a)

215

4,730

Watson Wyatt & Co. Holdings

925

16,014

70,938

TOTAL SERVICES

142,784

TECHNOLOGY - 19.1%

Communications Equipment - 1.1%

Plantronics, Inc. (a)

280

12,775

Computer Services & Software - 11.4%

About.com, Inc. (a)

120

2,880

Affiliated Computer Services, Inc. Class A (a)

565

31,463

American Management Systems, Inc. (a)

330

7,136

Black Box Corp. (a)

545

35,894

Carreker Corp. (a)

185

3,423

Great Plains Software, Inc. (a)

235

9,150

Informatica Corp. (a)

75

7,088

Manugistics Group, Inc. (a)

60

6,836

Moldflow Corp.

20

506

Netegrity, Inc. (a)

125

9,750

NetIQ Corp. (a)

20

1,723

Perot Systems Corp. Class A (a)

210

2,087

TALX Corp.

205

5,151

The BISYS Group, Inc. (a)

255

12,017

135,104

Computers & Office Equipment - 5.5%

Avocent Corp. (a)

230

16,316

FileNET Corp. (a)

670

17,755

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computers & Office Equipment - continued

Insight Enterprises, Inc. (a)

670

$ 21,775

RadiSys Corp. (a)

330

8,745

64,591

Electronics - 0.3%

Technitrol, Inc.

30

3,326

Photographic Equipment - 0.8%

InFocus Corp. (a)

220

9,721

TOTAL TECHNOLOGY

225,517

TRANSPORTATION - 1.2%

Trucking & Freight - 1.2%

Expeditors International of Washington, Inc.

20

1,038

Forward Air Corp. (a)

70

2,879

Heartland Express, Inc. (a)

180

3,128

Landstar System, Inc. (a)

160

7,560

14,605

UTILITIES - 4.0%

Electric Utility - 3.0%

Black Hills Corp.

640

20,000

NRG Energy, Inc.

515

13,390

Public Service Co. of New Mexico

100

2,756

36,146

Telephone Services - 1.0%

Illuminet Holdings, Inc.

480

11,558

TOTAL UTILITIES

47,704

TOTAL COMMON STOCKS

(Cost $1,006,243)

1,082,182

Cash Equivalents - 16.9%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 6.56%, dated 10/31/00 due 11/1/00
(Cost $200,000)

$ 200,036

$ 200,000

TOTAL INVESTMENT PORTFOLIO - 108.3%

(Cost $1,206,243)

1,282,182

NET OTHER ASSETS - (8.3)%

(98,273)

NET ASSETS - 100%

$ 1,183,909

Legend

(a) Non-income producing

Income Tax Information

At October 31, 2000, the aggregate cost of investment securities for income tax purposes was $1,240,891. Net unrealized appreciation aggregated $41,291, of which $90,238 related to appreciated investment securities and $48,947 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

October 31, 2000 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $200,000) (cost $1,206,243) -
See accompanying schedule

$ 1,282,182

Cash

953

Receivable for investments sold

80,548

Receivable for fund shares sold

270

Dividends receivable

43

Prepaid expenses

28,336

Receivable from investment adviser for expense reductions

1,362

Total assets

1,393,694

Liabilities

Payable for investments purchased

$ 165,779

Other payables and accrued expenses

44,006

Total liabilities

209,785

Net Assets

$ 1,183,909

Net Assets consist of:

Paid in capital

$ 1,172,582

Undistributed net investment income

11

Accumulated undistributed net realized gain (loss)
on investments

(64,623)

Net unrealized appreciation (depreciation) on investments

75,939

Net Assets, for 117,598 shares outstanding

$ 1,183,909

Net Asset Value, offering price and redemption price
per share ($1,183,909
÷ 117,598 shares)

$10.07

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

September 26, 2000 (commencement of operations) to October 31, 2000 (Unaudited)

Investment Income

Dividends

$ 146

Interest

967

Total income

1,113

Expenses

Management fee

$ 733

Transfer agent fees

114

Accounting fees and expenses

5,750

Custodian fees and expenses

4,454

Registration fees

3,579

Audit

3,357

Total expenses before reductions

17,987

Expense reductions

(16,885)

1,102

Net investment income

11

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

(64,623)

Change in net unrealized appreciation (depreciation)
on investment securities

75,939

Net gain (loss)

11,316

Net increase (decrease) in net assets resulting
from operations

$ 11,327

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

September 26, 2000 (commencement
of operations) to
October 31, 2000 (Unaudited)

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 11

Net realized gain (loss)

(64,623)

Change in net unrealized appreciation (depreciation)

75,939

Net increase (decrease) in net assets resulting from operations

11,327

Share transactions
Net proceeds from sales of shares

1,172,582

Total increase (decrease) in net assets

1,183,909

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $11)

$ 1,183,909

Other Information

Shares sold

117,598

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

October 31, 2000 E

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.00

Net realized and unrealized gain (loss)

.07

Total from investment operations

.07

Net asset value, end of period

$ 10.07

Total Return B, C

0.70%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,184

Ratio of expenses to average net assets

1.05% A, F

Ratio of net investment income to average net assets

.01% A

Portfolio turnover rate

1,046% 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 For the period September 26, 2000 (commencement of operations) to October 31, 2000.

F FMR agreed to reimburse a portion of the fund's expenses during the period. Without this reimbursement, the fund's
expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended October 31, 2000 (Unaudited)

1. Significant Accounting Policies.

Fidelity Small Cap Retirement 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 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. Investments in open-end investment companies are valued at their net asset value each business day.

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. The fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. By so qualifying, the fund will not be subject to income taxes to the extent that it distributes substantially all of its taxable income

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Taxes - continued

for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

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

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

Prepaid Expenses. Fidelity Management & Research Company (FMR) bears all organizational expenses of the fund except for the cost of registering and qualifying shares of the fund for distribution under federal and state securities law. These registration expenses are borne by the fund and amortized over one year.

Distributions to Shareholders.

Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences may result in distribution reclassifications.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a short-term trading fee equal to 1.50% of the proceeds of the redeemed shares. The fee, which is retained by the fund, is accounted for as an addition to paid in capital.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with other affiliated entities of FMR, may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, 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 custodian bank. 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.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,173,968 and $1,103,102, 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 ±.20% of the fund's average net assets over the performance period) based on the fund's investment performance as compared to the appropriate index over a specified period of time. The fund's performance adjustment will not take effect until September 1, 2001. For the period, the management fee was equivalent to an annualized rate of .70% of average net assets.

Sub-Adviser Fee. Beginning January 1, 2001, FMR Co. (FMRC) will serve as a sub-adviser for the fund. FMRC is a wholly owned subsidiary of FMR and will receive a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the fund's assets that will be managed by FMRC.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .11% of average net assets.

Accounting Fees. Fidelity Service Company, Inc., an affiliate of FMR, maintains the fund's accounting records. The fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms were $33 for the period.

5. 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 1.05% of average net assets. For the period, the reimbursement reduced the expenses by $16,885.

6. Beneficial Interest.

At the end of the period, FMR and its affiliates were record owners of approximately 85% of the total outstanding shares of the fund.

Semiannual Report

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 Limited

Officers

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Abigail P. Johnson, Vice President

Eric D. Roiter, Secretary

Robert A. Dwight, 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

Advisory Board

J. Michael Cook

Marie L. Knowles

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

SMR-SANN-1200 118888
1.749363.100



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