FIDELITY CAPITAL TRUST
N-30B-2, 1994-06-13
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(2_FIDELITY_LOGOS)FIDELITY
 
DISCIPLINED EQUITY
FUND
SEMIANNUAL REPORT
APRIL 30, 1994
CONTENTS
 
 
PRESIDENT'S MESSAGE    3    Ned Johnson on stock market              
                            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 last six     
                            months.                                  
 
INVESTMENTS            10   A complete list of the fund's            
                            investments with their market value.     
 
FINANCIAL STATEMENTS   21   Statements of assets and liabilities,    
                            operations, and changes in net           
                            assets, as well as financial             
                            highlights.                              
 
NOTES                  25   Footnotes to the financial               
                            statements.                              
 
 
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. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A 
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE 
FDIC.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
The first few months of 1994 were an unsettling time for many investors.
After three years of a nearly perfect environment for stock market
investing, stock prices fell in March and April. Investors disagree about
whether this decline represents only a short-term correction or signals the
beginning of a longer bear market. One can collect statistics to support
either opinion, but of course, nobody knows for sure what will happen to
stock prices in the months ahead.
We do know, however, that market declines are a normal part of stock market
investing. We have historically seen corrections of 10% or more every two
years. That's why I thought this might be a good time to review three basic
investment principles that have proven helpful to successful stock market
investors in every market cycle.
First, take a long-term approach when investing in stocks and stock funds.
If you can afford to leave your money invested through the market's
inevitable ups and downs, you will greatly reduce your vulnerability to any
single decline. Over time, stock prices have gone up - and have
significantly outperformed other types of investments and stayed ahead of
inflation.
Second, you can further manage risk by diversifying your investments. A
stock mutual fund is already diversified, because it invests in many
different companies. You can increase your diversification by investing in
a number of different stock funds, or in different investment categories,
such as bonds. You should also keep money you'll need in the near future in
a more stable investment.
Finally, it makes good sense to follow a regular investment plan, investing
a set amount of money at the same time each month or quarter. That way, you
can avoid getting caught up in the excitement of a rapidly-rising market -
and won't end up buying all your shares at market highs. This strategy
won't assure a profit or protect you from a loss in a declining market, but
it should help you lower the average cost of your purchases. For this to be
effective, you must continue to buy shares in both up and down markets.
If you have questions, please call us at 1-800-544-8888. We would be happy
to send you a Fidelity FundMatch kit, which can help you determine the mix
of investments that is right for you. You might also find it convenient to
set up a regular investment plan using the Fidelity Automatic Account
Builder.
We look forward to hearing from you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage of change in value, the average annual
percentage change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1994        PAST 6   PAST 1   PAST 5    LIFE OF   
                                    MONTHS   YEAR     YEARS     FUND      
 
Disciplined Equity                  1.21%    14.43%   104.11%   143.29%   
 
S&P 500(Registered trademark)   -2.31%   5.32%    70.64%    92.90%    
 
Average Growth Fund                 -2.27%   7.89%    70.51%    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 began on December 28, 1988. For example, if you invested
$1,000 in a fund that had a 5% return over the past year, you would end up
with $1,050. You can compare the fund's returns to the performance of the
Standard & Poor's 500 Composite Stock Price Index - a common proxy for
the U.S. stock market. You can also compare them to the average growth
fund, which reflects the performance of 485 growth funds tracked by Lipper
Analytical Services. Both benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1994        PAST 1   PAST 5   LIFE OF   
                                    YEAR     YEARS    FUND      
 
Disciplined Equity                  14.43%   15.34%   18.11%    
 
S&P 500(Registered trademark)   5.32%    11.28%   13.09%    
 
Average Growth Fund                 7.89%    10.95%   n/a       
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
 
$10,000 OVER LIFE OF FUND
Date        Disciplined S&P 500
   12/28/88    10000.00    10000.00
   12/31/88    10110.00    10035.74
   01/31/89    10980.00    10770.35
   02/28/89    10970.00    10502.17
   03/31/89    11330.00    10746.87
   04/30/89    11920.00    11304.64
   05/31/89    12360.00    11762.47
   06/30/89    12150.00    11695.43
   07/31/89    13130.00    12751.52
   08/31/89    13610.00    13001.45
   09/30/89    13680.00    12948.15
   10/31/89    13250.00    12647.75
   11/30/89    13440.00    12905.76
   12/31/89    13784.10    13215.50
   01/31/90    12825.74    12328.74
   02/28/90    13131.60    12487.78
   03/31/90    13661.76    12818.71
   04/30/90    13274.33    12498.24
   05/31/90    14497.77    13716.82
   06/30/90    14650.70    13623.55
   07/31/90    14599.73    13579.95
   08/31/90    13182.57    12352.32
   09/30/90    12428.12    11750.77
   10/31/90    12254.80    11700.24
   11/30/90    13233.55    12456.07
   12/31/90    13676.69    12803.60
   01/31/91    14479.98    13361.83
   02/28/91    15637.96    14317.20
   03/31/91    16013.52    14663.68
   04/30/91    16159.57    14698.87
   05/31/91    16785.51    15333.87
   06/30/91    15909.20    14631.57
   07/31/91    16702.05    15313.41
   08/31/91    17098.47    15676.33
   09/30/91    17035.88    15414.54
   10/31/91    17463.60    15621.09
   11/30/91    16806.37    14991.56
   12/31/91    18603.46    16706.60
   01/31/92    18983.83    16395.86
   02/29/92    19444.88    16609.00
   03/31/92    19202.83    16285.13
   04/30/92    19444.88    16763.91
   05/31/92    19479.46    16846.05
   06/30/92    19283.52    16595.05
   07/31/92    20205.62    17273.78
   08/31/92    19721.52    16919.67
   09/30/92    19848.31    17119.32
   10/31/92    19905.94    17179.24
   11/30/92    20620.57    17765.05
   12/31/92    21063.99    17983.56
   01/31/93    21471.20    18134.62
   02/28/93    21335.46    18381.26
   03/31/93    21989.47    18769.10
   04/30/93    21261.42    18314.89
   05/31/93    21915.43    18805.73
   06/30/93    22310.30    18860.26
   07/31/93    22199.25    18784.82
   08/31/93    23211.11    19496.77
   09/30/93    23939.15    19346.64
   10/31/93    24037.87    19747.12
   11/30/93    23297.49    19559.52
   12/31/93    23999.42    19796.19
   01/31/94    25174.31    20469.26
   02/28/94    24870.68    19914.54
   03/31/94    23629.79    19046.27
   04/30/94    24329.44    19290.06
 
$10,000 OVER LIFE OF FUND  Let's say you invested $10,000 in Fidelity
Disciplined Equity Fund on December 28, 1988, when the fund started. As the
chart shows, by April 30, 1994, the value of your investment would have
grown to $24,329 - a 143.29% increase on your initial investment. For
comparison, look at how the S&P 500 did over the same period. With
dividends reinvested, the same $10,000 investment would have grown to
$19,290 - a 92.90% 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 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks will vary. That means if 
you sell your shares during a 
market downturn, you might 
lose money. But if you can 
ride out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
An interview with Brad Lewis, 
Portfolio Manager of Fidelity Disciplined Equity Fund
Q. BRAD, HOW DID THE FUND DO?
A. Despite a volatile few months at the end of the period, the fund topped
both its benchmark and its peers. The fund's total return for the six
months ended April 30, 1994, was 1.21%. The Standard & Poor's 500
returned -2.31% and the average growth fund tracked by Lipper Analytical
Services returned -2.27%, both during the same period. For the 12 months
ended April 30, the fund had a total return of 14.43%, compared to 5.32%
for the S&P 500 and 7.89% for the average growth fund.
Q. IT LOOKS LIKE THE FUND'S PERFORMANCE SUFFERED LESS THAN MOST OF ITS
PEERS WHEN THE STOCK MARKET STUMBLED FROM FEBRUARY THROUGH APRIL. WHY?  
A. The fund's behavior during the recent correction is a good example of
what works best about the complex computer model - the neural network - I
use to select the fund's stocks. As I've discussed in past reports, I input
roughly 100 variables that help the computer determine which stocks have
the best performance potential. Because I believe a company's stock price
eventually follows its earnings, I've made sure the computer gives a lot of
weight to a company's latest earnings estimates. What I'm getting to is
that many of the companies with disappointing earnings were among the
hardest hit during the correction. And because the fund's stocks had
stronger earnings growth than the broader market, the fund emerged from the
correction ahead of the S&P 500. Of course, it's not always that easy.
The fund's performance last fall was evidence of how the computer program
can't cover all of the bases.
Q. WHAT HAPPENED LAST FALL?
A. While the computer can analyze a company very closely, it has no way of
evaluating broad investing themes that affect stock prices. A good example
is all of the hype surrounding the so-called information superhighway,
which is combining the technologies of computers, telephones and
televisions. The computer shunned many of the fastest-rising
telecommunications stocks last fall because their valuations - prices
compared to other measures such as earnings - were high, and I've
programmed the computer to discard stocks that are too expensive. However,
investor excitement over the superhighway kept driving up the stock prices
anyway, and the fund suffered relative to many of its peers by not owning
them. It's important to remember that - in the short term - the fund may
lag others that chase the investing theme "du jour." But careful analysis
of companies' business prospects should help it consistently beat the
overall market and most of its peers over time.
Q. DID MARKET PSYCHOLOGY HURT THE PERFORMANCE OF ANY STOCKS THE FUND DID
OWN?
A. Sure. It was part of the reason drug stocks such as Eli Lilly,
Schering-Plough and Pfizer suffered over the past six months. Although
their valuations and earnings potential made them attractive to the
computer model, continuing uncertainty over health-care reform kept
investors away. These stocks were my biggest disappointments during the
period.
Q. LET'S SWITCH GEARS. WHICH STOCKS HELPED PERFORMANCE?
A. Cyclical stocks - those whose prices tend to move up and down in tandem
with the economy - did well. For example, an improving U.S. economy and a
strengthening yen helped domestic auto makers such as Ford and General
Motors gain momentum against their Japanese rivals. The stocks of
industrial equipment manufacturers also rose on the back of economic
growth; Clark Equipment shot up 31% over the last six months. Finally,
technology stocks benefited as U.S. manufacturers increased capital
spending to improve productivity.
Q. ANY EXAMPLES?
A. As businesses and consumers embraced new products and services tied to
the boom in personal computers, stocks in related industries rose quickly.
They included computer manufacturers IBM and Compaq; 3Com, which makes
equipment for wide and local area computer networks; and semiconductor
manufacturers including Integrated Device Technology, Intel, Micron
Technology, Motorola and Texas Instruments.
Q. THE FUND'S INVESTMENTS - WHEN GROUPED BY INDUSTRY - SEEK TO CLOSELY
MIRROR THE S&P 500. YET, YOU'VE INCREASED THE FUND'S STAKE IN
TECHNOLOGY AND REDUCED ITS STAKE IN UTILITIES OVER THE PAST SIX MONTHS.
WHY?
A. While I don't attempt to match the make-up of the S&P 500 stock for
stock, I do try to keep the fund's industry breakdown very close to that of
the index. Sometimes there are only a few companies within a given industry
to choose from. That's why you'll always see large oil companies such as
Mobil and Chevron and chemical companies such as Monsanto among the fund's
top 10 investments. However, I will slightly alter the industry investments
based on the computer's read on company earnings prospects. Despite the
excellent performance of many technology stocks lately, the computer has
suggested that these companies should continue to experience strong
earnings growth going forward.
Q. WHAT ABOUT UTILITIES?
A. When interest rates were falling through 1992 and part of 1993, utility
stocks were attractive because they paid dividends that were higher than
the average S&P 500 stock and the average yield on a one-year
certificate of deposit. However, when the economy picked up and interest
rates started to rise, utility dividend yields didn't rise as quickly as
bond yields. That made utility stocks less attractive than many other
dividend paying investments. 
Q. HOW DO YOU SEE THE NEXT SIX MONTHS SHAPING UP?
A. The stock market may get choppy, but I don't foresee huge swings in
either direction. In 1993, falling interest rates helped drive the stock
market. But that may have changed. With the economy gaining strength,
company earnings appear to be increasingly driving the market's
performance. That could bode well for the fund, as I've programmed the
neural network to rely heavily on company earnings to help predict a
stock's performance. However, interest rates have risen and may rise
further. The effect of higher rates on economic growth - and the
profitability of U.S. companies - is still unclear, which is reason for
caution going forward.
FUND FACTS
GOAL: to increase the value of 
the fund's shares by investing 
mainly in stocks, using 
quantitative and fundamental 
research
START DATE: December 28, 1988
SIZE: as of April 30, 1994, 
more than $882 million
MANAGER: Bradford Lewis, 
since December 1988; 
manager, Fidelity Stock 
Selector, since September 
1990, and Fidelity Small Cap 
Stock, since June 1993; 
joined Fidelity in 1985
(checkmark)
BRAD LEWIS ON BEATING THE 
MARKET:
"We often hear about picking 
`winning' stocks, but I think 
avoiding the losers is every bit 
as important. When I'm 
buying stocks, I don't stray far 
from the recommendations of 
my computer program. 
Deciding when to sell can be 
tougher. Every day the 
computer will crank out fresh 
revisions of earnings 
estimates for each of the 
companies within the fund. I 
probably spend two-thirds of 
my time poring over these 
revisions and figuring out 
when it's time to sell. The 
computer will tell me when 
earnings prospects are 
worsening, and if I can get out 
of the stock before its price 
falls, I've avoided a loss. If I 
can do that consistently, the 
fund should beat the 
performance of the overall 
market."
(bullet)  New additions to the fund's 
top 10 investments over the 
past six months include drug 
company Schering Plough, 
Computer communications 
systems manufacturer 3Com, 
golf club supplier Callaway 
Golf, and auto maker General 
Motors. Stocks that have 
fallen out of the top 10 include 
Cititcorp, Bell Atlantic, Sears 
and Proctor & Gamble.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF APRIL 30, 1994
                             % OF FUND'S    % OF FUND'S       
                             INVESTMENTS    INVESTMENTS       
                                            IN THESE STOCKS   
                                            6 MONTHS AGO      
 
Chevron Corporation          3.0            3.5               
 
Mobil Corp.                  3.0            3.3               
 
Schering Plough Corp.        2.6            1.2               
 
3Com Corp.                   2.4            1.3               
 
Callaway Golf Co.            2.3            0.9               
 
Monsanto                     2.2            2.0               
 
Sprint Corporation           2.1            2.0               
 
General Motors Corporation   1.7            0.3               
 
Ameritech Corp.              1.7            1.7               
 
Penney (J.C.) Co., Inc.      1.7            1.7               
 
TOP FIVE INDUSTRIES AS OF APRIL 30, 1994
             % OF FUND'S    % OF FUND'S           
             INVESTMENTS    INVESTMENTS           
                            IN THESE INDUSTRIES   
                            6 MONTHS AGO          
 
Finance      12.9           13.7                  
 
Utilities    11.9           15.4                  
 
Technology   11.5           6.0                   
 
Energy       9.1            8.8                   
 
Health       7.1            4.0                   
 
ASSET ALLOCATION
AS OF APRIL 30, 1994 AS OF OCTOBER 31, 1993 
Row: 1, Col: 1, Value: 15.0
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 45.0
Row: 1, Col: 4, Value: 40.0
Row: 1, Col: 1, Value: 20.3
Row: 1, Col: 2, Value: 1.0
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 4, Value: 39.3
Stocks 85.0%
Bonds 0.0%
Short-term
Investments 15.0%
Stocks 79.3%
Bonds 0.4%
Short-term
Investments 20.3%
INVESTMENTS APRIL 30, 1994 (UNAUDITED)
 
Showing Percentage of Total Value of Investments
 
 
COMMON STOCKS - 85.0%
 SHARES VALUE (NOTE 1)
  
AEROSPACE & DEFENSE - 0.6%
AEROSPACE & DEFENSE - 0.4%
McDonnell Douglas Corp.   20,700 $ 2,432,235
Precision Castparts Corp.   6,000  195,000
Thiokol Corp.   33,300  803,363
UNC, Inc. (a)  40,000  400,000
  3,830,598
DEFENSE ELECTRONICS - 0.2%
ESCO Electronics Corp. (trust receipt) (a)  37,000  407,000
Flir Systems, Inc. (a)   30,000  438,750
Tech-Sym Corp. (a)  2,000  42,500
Watkins-Johnson Co.   23,300  751,425
  1,639,675
TOTAL AEROSPACE & DEFENSE   5,470,273
BASIC INDUSTRIES - 4.9%
CHEMICALS & PLASTICS - 3.8%
Cabot Corp.   23,600  1,256,700
Hercules, Inc.   26,000  2,795,000
Monsanto Co.   234,200  19,262,950
Morton International, Inc.   55,000  4,798,750
Union Carbide Corp.   182,000  4,800,250
  32,913,650
IRON & STEEL - 0.2%
USX-U.S. Steel Group  22,100  751,400
Wheeling Pittsburgh Corp. (a)  45,000  742,500
  1,493,900
METALS & MINING - 0.0%
Martin Marietta Materials, Inc.   3,000  69,000
PAPER & FOREST PRODUCTS - 0.9%
International Paper Co.   105,000  6,851,250
Willamette Industries, Inc.   15,000  686,250
  7,537,500
TOTAL BASIC INDUSTRIES   42,014,050
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
CONGLOMERATES - 0.0%
Instrument Systems Corp. (a)   22,000 $ 192,500
CONSTRUCTION & REAL ESTATE - 0.9%
BUILDING MATERIALS - 0.7%
Armstrong World Industries, Inc.   98,500  5,516,000
Texas Industries, Inc.   6,000  225,750
  5,741,750
CONSTRUCTION - 0.1%
Centex Corp.  28,000  798,000
REAL ESTATE INVESTMENT TRUSTS - 0.1%
Chateau Properties, Inc.  6,300  139,388
Chelsea GCA Realty, Inc. (a)  3,900  115,050
Macerich Company  19,900  390,538
McArthur/Glen Realty Corp. (a)   3,900  85,313
  730,289
TOTAL CONSTRUCTION & REAL ESTATE   7,270,039
DURABLES - 4.5%
AUTOS, TIRES, & ACCESSORIES - 3.1%
Ford Motor Co.   108,200  6,316,175
General Motors Corp.   268,000  15,209,000
Goodyear Tire & Rubber Co.   75,000  2,925,000
Lear Seating Corp.   10,300  199,563
Mascotech, Inc.   117,300  2,228,700
  26,878,438
CONSUMER ELECTRONICS - 0.3%
Harman International Industries, Inc. (a)   4,500  140,063
Rival Co. (The)  127,200  2,671,200
  2,811,263
HOME FURNISHINGS - 0.1%
Heilig-Meyers Co.   33,000  940,500
O'Sullivan Industries Holdings (a)  4,100  79,950
  1,020,450
TEXTILES & APPAREL - 1.0%
Culp, Inc.   49,500  575,438
Farah, Inc.   17,000  354,875
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
DURABLES - CONTINUED
TEXTILES & APPAREL - CONTINUED
Haggar Corp.   22,000 $ 627,000
Kellwood Co.   15,000  361,875
Nautica Enterprises, Inc. (a)   184,700  4,986,900
Pillowtex Corp. (a)   30,200  528,500
Reebok International Ltd.   4,200  129,150
St. John Knits (a)  50,100  1,271,288
  8,835,026
TOTAL DURABLES   39,545,177
ENERGY - 9.1%
ENERGY SERVICES - 0.3%
Chiles Offshore Corp. (a)  50,000  218,750
Input/Output, Inc. (a)  10,000  470,000
Lufkin Industries, Inc.   5,000  88,750
Marine Drilling Cos., Inc. (a)  74,200  389,550
Smith International, Inc. (a)   120,000  1,500,000
  2,667,050
OIL & GAS - 8.8%
Amoco Corp.   260,000  14,592,500
Ashland Oil, Inc.   140,000  5,425,000
Chevron Corp.   298,200  26,539,800
KCS Group, Inc.   32,000  776,000
Mobil Corp.   335,900  26,284,175
Tosco Corp.   20,000  612,500
Ultramar Corporation  109,100  2,918,425
  77,148,400
TOTAL ENERGY   79,815,450
FINANCE - 12.9%
BANKS - 6.6%
Advanta Corp.   100,200  3,857,700
Bankers Trust New York Corp.   39,000  2,608,125
Chase Manhattan Corp.   211,100  7,177,400
First Interstate Bancorp  37,000  2,950,750
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
FINANCE - CONTINUED
BANKS - CONTINUED
Fleet Financial Group, Inc.   120,000 $ 4,530,000
Midlantic Corp.   167,000  4,926,500
NationsBank Corp.   187,947  9,820,231
Premier Bancorp, Inc. (a)   14,600  255,500
Signet Banking Corp.   215,148  8,794,175
Wells Fargo & Co.   89,000  12,905,000
Whitney Holding Corp.   9,500  218,500
  58,043,881
CREDIT & OTHER FINANCE - 2.3%
American Express Co.   41,900  1,241,288
First USA, Inc.   47,600  1,993,250
Foothill Group, Inc., Class A  99,400  1,366,750
Green Tree Acceptance, Inc.   193,800  10,174,500
MBNA Corp.   181,850  4,546,250
Transamerica Corporation  24,000  1,209,000
  20,531,038
INSURANCE - 3.2%
AFLAC, Inc.   35,875  1,089,703
AMBAC, Inc.   164,100  6,728,100
Aetna Life & Casualty Co.   31,500  1,638,000
Capital RE Corp.   30,500  575,688
Fidelity National Financial, Inc.   93,700  1,651,463
First American Financial Corp. California  4,000  113,000
MBIA, Inc.   131,200  7,593,200
Phoenix Re Corp.   126,310  2,968,285
SunAmerica, Inc.   22,000  805,750
Travelers, Inc. (The)  114,737  3,987,111
Washington National Corp.   16,000  366,000
  27,516,300
SAVINGS & LOANS - 0.3%
Standard Federal Bank  76,000  1,928,500
SECURITIES INDUSTRY - 0.5%
Franklin Resources, Inc.   104,000  3,939,000
Legg Mason, Inc.   27,500  587,813
  4,526,813
TOTAL FINANCE   112,546,532
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
HEALTH - 7.1%
DRUGS & PHARMACEUTICALS - 4.5%
Amgen, Inc. (a)  18,200 $ 737,100
Forest Laboratories, Inc. (a)  28,000  1,242,500
Genentech, Inc. (redeemable) (a)  28,000  1,396,500
Jones Medical Industries, Inc.   132,900  1,528,350
Lilly (Eli) & Co.   48,000  2,364,000
Pfizer, Inc.   121,000  7,139,000
Roberts Pharmaceutical Corp. (a)  54,300  1,785,113
Schering-Plough Corp.   378,600  23,094,600
  39,287,163
MEDICAL EQUIPMENT & SUPPLIES - 1.7%
Cordis Corp. (a)  41,800  1,933,250
Johnson & Johnson  259,000  10,716,125
McKesson Corp.   30,000  1,995,000
  14,644,375
MEDICAL FACILITIES MANAGEMENT - 0.9%
Gencare Health Systems, Inc. (a)   20,000  660,000
Health Management Associates, Inc. Class A (a)  120,900  4,427,963
Intergroup Healthcare Corp. (a)  10,100  453,238
U.S. Healthcare, Inc.   39,300  1,473,750
United HealthCare Corp.   28,600  1,186,900
  8,201,851
TOTAL HEALTH   62,133,389
INDUSTRIAL MACHINERY & EQUIPMENT - 2.3%
ELECTRICAL EQUIPMENT - 0.0%
BMC Industries, Inc. (a)  5,000  129,375
First Alert, Inc.   900  19,800
  149,175
INDUSTRIAL MACHINERY & EQUIPMENT - 2.2%
Briggs & Stratton Corp.   57,200  4,819,100
Clark Equipment Co. (a)  200,600  13,690,950
Indresco, Inc. (a)   29,000  384,250
NN Ball & Roller, Inc.   1,500  24,188
Ultratech Stepper, Inc.   700  16,538
Varlen Corp.   23,600  442,500
  19,377,526
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - 0.1%
Sanifill, Inc. (a)  25,000 $ 609,375
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   20,136,076
MEDIA & LEISURE - 5.1%
BROADCASTING - 0.9%
CAI Wireless Systems, Inc.   2,400  27,000
CBS, Inc.   26,900  8,150,700
  8,177,700
ENTERTAINMENT - 0.5%
Carmike Cinemas, Inc. Class A (a)  14,000  257,250
Players International, Inc.   172,400  3,555,750
RHI Entertainment, Inc. (a)  9,000  321,750
  4,134,750
LEISURE DURABLES & TOYS - 3.1%
ARCTCO, Inc.   7,600  199,500
Callaway Golf Co.   514,400  20,383,100
Mattel, Inc.   254,875  6,403,734
  26,986,334
LODGING & GAMING - 0.5%
Caesars World, Inc. (a)   96,000  4,668,000
RESTAURANTS - 0.1%
Bob Evans Farms, Inc. (a)  40,000  850,000
Bugaboo Creek Steak House, Inc.   3,000  36,375
  886,375
TOTAL MEDIA & LEISURE   44,853,159
NONDURABLES - 5.9%
BEVERAGES - 0.5%
Dr. Pepper/Seven-Up Companies, Inc. (a)   154,000  3,946,250
FOODS - 2.1%
CPC International, Inc.   80,000  3,860,000
Chiquita Brands International, Inc.   193,500  2,660,625
Gerber Products Co.   36,000  1,102,500
GoodMark Foods, Inc.   50,000  950,000
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
NONDURABLES - CONTINUED
FOODS - CONTINUED
Hudson Foods, Inc. Class A  68,400 $ 1,051,650
IBP, Inc.   258,000  6,708,000
J&J Snack Foods Corp. (a)   127,500  1,960,313
  18,293,088
HOUSEHOLD PRODUCTS - 2.7%
Colgate-Palmolive Co.   90,000  5,276,250
Premark International, Inc.   115,300  9,108,700
Procter & Gamble Co.   162,200  9,225,125
  23,610,075
TOBACCO - 0.6%
Philip Morris Companies, Inc.   90,000  4,905,000
TOTAL NONDURABLES   50,754,413
PRECIOUS METALS - 0.1%
PRECIOUS METALS - 0.1%
Hecla Mining Co. (a)   61,000  693,875
RETAIL & WHOLESALE - 6.9%
APPAREL STORES - 1.1%
American Eagle Outfitters, Inc.   2,000  31,250
Gap, Inc.   194,000  9,142,250
Just For Feet, Inc.   900  12,375
Norton McNaughton, Inc.   2,200  42,900
  9,228,775
DRUG STORES - 0.2%
Revco (D.S.), Inc. (a)   93,400  1,576,125
GENERAL MERCHANDISE STORES - 3.0%
May Department Stores Co. (The)  271,300  11,360,688
Penney (J.C.) Co., Inc.   272,100  14,761,425
  26,122,113
GROCERY STORES - 0.8%
Safeway, Inc. (a)  252,700  6,285,913
Supervalu, Inc.   36,000  1,174,500
  7,460,413
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISC - 1.8%
Best Buy Co., Inc. (a)  59,600 $ 2,153,050
Cameron Ashley, Inc.   16,100  163,013
Lowe's Companies, Inc.   370,600  13,063,650
Petco Animal Supplies, Inc.   15,000  198,750
Tandy Corp.   17,500  579,688
  16,158,151
TOTAL RETAIL & WHOLESALE   60,545,577
SERVICES - 0.5%
LEASING & RENTAL - 0.0%
Agency Rent-A-Car, Inc.   16,000  208,000
PRINTING - 0.3%
Merrill Corp.   53,600  1,232,800
Reynolds & Reynolds Co. Class A  73,800  1,568,250
  2,801,050
SERVICES - 0.2%
Career Horizons, Inc.   4,500  87,750
Comdata Holdings Corp.   23,334  186,672
Devry, Inc. (a)  22,000  605,000
Interim Services, Inc.   1,700  41,650
Pittston Company Services Group  35,000  875,000
  1,796,072
TOTAL SERVICES   4,805,122
TECHNOLOGY - 11.5%
COMMUNICATIONS EQUIPMENT - 2.4%
Pairgain Technologies, Inc. (a)  500  4,188
Tellabs, Inc. (a)  300  19,125
3Com Corp. (a)  354,300  20,837,269
  20,860,582
COMPUTER SERVICES & SOFTWARE - 1.3%
Computer Associates International, Inc.   84,000  2,719,500
Educational Insights, Inc.   10,900  99,463
Infosoft International, Inc.   1,100  23,925
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Intelligent Electronics, Inc.   443,500 $ 8,426,500
Mapinfo Corp.   400  8,300
  11,277,688
COMPUTERS & OFFICE EQUIPMENT - 2.1%
Comdisco, Inc.   88,400  1,779,050
Compaq Computer Corp. (a)  41,300  4,584,300
Cray Research, Inc. (a)  91,000  1,945,125
Filenet Corp. (a)   91,300  2,510,750
International Business Machines Corp.   80,700  4,620,075
Tricord Systems, Inc. (a)   203,400  2,440,800
  17,880,100
ELECTRONIC INSTRUMENTS - 2.7%
Applied Materials, Inc. (a)  120,000  5,340,000
Electro Scientific Industries, Inc. (a)   131,800  1,416,850
Lam Research Corp. (a)   314,050  9,500,013
Teradyne, Inc. (a)  326,000  7,701,750
  23,958,613
ELECTRONICS - 2.9%
Flextronics International  9,100  100,100
Integrated Device Technology, Inc. (a)  166,800  5,024,850
Intel Corp.   67,500  4,117,500
LSI Logic Corp. (a)   155,000  3,448,750
Marshall Industries (a)  16,800  434,700
Micron Technology, Inc.   281,750  10,319,094
Texas Instruments, Inc.   28,200  2,157,300
  25,602,294
PHOTOGRAPHIC EQUIPMENT - 0.1%
Megahertz Corp. (a)  83,000  954,500
TOTAL TECHNOLOGY   100,533,777
TRANSPORTATION - 0.8%
AIR TRANSPORTATION - 0.1%
Comair Holdings, Inc.   57,550  1,194,163
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
TRANSPORTATION - CONTINUED
RAILROADS - 0.6%
Burlington Northern, Inc.   84,000 $ 4,756,500
Kansas City Southern Industries, Inc.   13,000  507,000
  5,263,500
TRUCKING & FREIGHT - 0.1%
Airborne Freight Corp.   20,000  735,000
Celadon Group, Inc. (a)   2,100  30,975
Landstar System, Inc.   15,000  375,000
  1,140,975
TOTAL TRANSPORTATION   7,598,638
UTILITIES - 11.9%
ELECTRIC UTILITY - 3.4%
American Electric Power Co., Inc.   109,000  3,542,500
Atlantic Energy, Inc. (N.J.)  50,000  1,062,500
Boston Edison Co.   50,000  1,450,000
Carolina Power & Light Co.   100,000  2,662,500
Destec Energy, Inc. (a)  94,500  1,063,125
General Public Utilities Corp.   255,800  7,801,900
PacifiCorp.   236,000  4,218,500
Portland General Corp.   180,600  3,408,825
Public Service Co. of New Mexico (a)  286,000  3,825,250
Washington Water Power Co.   40,000  710,000
  29,745,100
GAS - 1.0%
Coastal Corp. (The)  100,000  3,162,500
Columbia Gas System, Inc. (The) (a)  66,700  1,884,275
El Paso Natural Gas Co.   80,000  2,880,000
Panhandle Eastern Corp.   36,300  730,538
  8,657,313
TELEPHONE SERVICES - 7.5%
ALC Communications Corp. (a)  77,000  2,723,875
ALLTEL Corp.   72,400  1,945,750
Ameritech Corp.   383,800  15,112,125
BellSouth Corp.   150,000  9,131,250
LDDS Communications, Inc. (a)   317,018  7,449,923
Lincoln Telecommunications Co.   48,700  785,288
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
Rochester Telephone Corp.   98,000 $ 2,241,750
Southwestern Bell Corp.   200,000  8,300,000
Sprint Corporation  493,200  18,125,100
  65,815,061
TOTAL UTILITIES   104,217,474
TOTAL COMMON STOCKS
(Cost $681,634,427)   743,125,521
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 0.6%
 PRINCIPAL 
 AMOUNT 
U.S. Treasury Bill 0%, 7/7/94 (Cost $4,966,416) $ 5,000,000  4,965,450
REPURCHASE AGREEMENTS - 14.4%
 MATURITY 
 AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 3.56%
dated 4/29/1994 due 5/02/1994  $ 125,668,312  125,631,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $812,231,843)  $ 873,721,971
LEGEND
1. Non-income producing
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $812,304,725. Net unrealized appreciation aggregated
$61,417,246, of which $88,022,253 related to appreciated investment
securities and $26,605,007 related to depreciated investment securities. 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                         <C>            <C>             
 APRIL 30, 1994 (UNAUDITED)                                                                
 
ASSETS                                                                                     
 
Investment in securities, at value (including repurchase                   $ 873,721,971   
agreements of $125,631,000) (cost $812,231,843)                                            
(Notes 1 and 2) - See accompanying schedule                                                
 
Cash                                                                        939            
 
Receivable for investments sold                                             82,626,340     
 
Receivable for fund shares sold                                             3,643,815      
 
Dividends receivable                                                        957,709        
 
Other receivables                                                           27,577         
 
 TOTAL ASSETS                                                               960,978,351    
 
LIABILITIES                                                                                
 
Payable for investments purchased                           $ 76,349,052                   
 
Payable for fund shares redeemed                             860,145                       
 
Accrued management fee                                       514,992                       
 
Other payables and accrued expenses                          278,382                       
 
 TOTAL LIABILITIES                                                          78,002,571     
 
NET ASSETS                                                                 $ 882,975,780   
 
Net Assets consist of (Note 1):                                                            
 
Paid in capital                                                            $ 808,136,311   
 
Undistributed net investment income                                         2,352,768      
 
Accumulated undistributed net realized gain (loss) on                       10,996,573     
investments                                                                                
 
Net unrealized appreciation (depreciation) on investment                    61,490,128     
securities                                                                                 
 
NET ASSETS, for 47,921,965 shares outstanding                              $ 882,975,780   
 
NET ASSET VALUE, offering price and redemption price per                    $18.43         
share ($882,975,780 (divided by) 47,921,965 shares)                                        
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>             <C>             
 SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)                                               
 
INVESTMENT INCOME                                                          $ 6,776,048     
Dividends                                                                                  
 
Interest                                                                    1,719,323      
 
 TOTAL INCOME                                                               8,495,371      
 
EXPENSES                                                                                   
 
Management fee (Note 4)                                    $ 2,551,714                     
Basic fee                                                                                  
 
 Performance adjustment                                     392,949                        
 
Transfer agent fees (Note 4)                                1,067,933                      
 
Accounting fees and expenses (Note 4)                       199,155                        
 
Non-interested trustees' compensation                       2,513                          
 
Custodian fees and expenses                                 20,333                         
 
Registration fees                                           85,569                         
 
Audit                                                       23,512                         
 
Legal                                                       5,884                          
 
Interest (Note 6)                                           11,509                         
 
Miscellaneous                                               5,921                          
 
 Total expenses before reductions                           4,366,992                      
 
 Expense reductions (Note 7)                                (79,204)        4,287,788      
 
NET INVESTMENT INCOME                                                       4,207,583      
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                                         
(NOTES 1 AND 3)                                                                            
Net realized gain (loss) on:                                                               
 
 Investment securities                                      20,253,966                     
 
 Futures contracts                                          (3,582,475)     16,671,491     
 
Change in net unrealized appreciation (depreciation) on:                                   
 
 Investment securities                                      (10,230,205)                   
 
 Futures contracts                                          (1,515,300)     (11,745,505)   
 
NET GAIN (LOSS)                                                             4,925,986      
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                       $ 9,133,569     
OPERATIONS                                                                                 
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>                <C>              
                                                          SIX MONTHS         YEAR ENDED       
                                                          ENDED APRIL 30,    OCTOBER 31,      
                                                          1994               1993             
                                                          (UNAUDITED)                         
 
INCREASE (DECREASE) IN NET ASSETS                                                             
 
Operations                                                $ 4,207,583        $ 8,645,020      
Net investment income                                                                         
 
 Net realized gain (loss) on investments                   16,671,491         44,201,913      
 
 Change in net unrealized appreciation (depreciation)      (11,745,505)       60,283,789      
on                                                                                            
 investments                                                                                  
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           9,133,569          113,130,722     
FROM OPERATIONS                                                                               
 
Distributions to shareholders:                             (8,598,211)        (4,205,396)     
From net investment income                                                                    
 
 From net realized gain                                    (42,587,100)       (21,912,338)    
 
 TOTAL  DISTRIBUTIONS                                      (51,185,311)       (26,117,734)    
 
Share transactions                                         264,968,273        585,617,723     
Net proceeds from sales of shares                                                             
 
 Reinvestment of distributions                             48,928,600         25,281,222      
 
 Cost of shares redeemed                                   (178,702,349)      (248,750,041)   
 
 Redemption fees (Note 1)                                  -                  29,871          
 
 Net increase (decrease) in net assets resulting from      135,194,524        362,178,775     
share                                                                                         
transactions                                                                                  
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  93,142,782         449,191,763     
 
NET ASSETS                                                                                    
 
 Beginning of period                                       789,832,998        340,641,235     
 
 End of period (including undistributed net investment    $ 882,975,780      $ 789,832,998    
income of $2,352,768 and $8,661,402, respectively)                                            
 
OTHER INFORMATION                                                                             
Shares                                                                                        
 
 Sold                                                      14,313,234         33,151,773      
 
 Issued in reinvestment of distributions                   2,731,915          1,511,797       
 
 Redeemed                                                  (9,670,175)        (13,838,386)    
 
 Net increase (decrease)                                   7,374,974          20,825,184      
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                      <C>           <C>                       <C>       <C>       <C>       <C>               
                                         SIX MONTHS    YEARS ENDED OCTOBER 31,                                 DECEMBER 28,      
                                         ENDED                                                                 1988              
                                         APRIL 30,                                                             (COMMENCEMENT     
                                         1994                                                                  OF                
                                                                                                               OPERATIONS) TO    
                                                                                                               OCTOBER 31,       
                                                                                                               1989              
 
                                         (UNAUDITED)   1993                      1992      1991      1990                        
 
SELECTED PER-SHARE DATA                                                                                                          
 
Net asset value,                         $ 19.48       $ 17.27                   $ 16.74   $ 12.02   $ 13.25   $ 10.00           
beginning of period                                                                                                              
 
Income from                                                                                                                      
Investment                                                                                                                       
Operations                                                                                                                       
 
 Net investment                           .07           .19                       .19       .29       .32       .08              
 income                                                                                                                          
 
 Net realized and                         .13           3.20                      1.89      4.73      (1.29)    3.17             
 unrealized gain                                                                                                                 
 (loss) on                                                                                                                       
 investments                                                                                                                     
 
 Total from                               .20           3.39                      2.08      5.02      (.97)     3.25             
investment                                                                                                                       
operations                                                                                                                       
 
Less Distributions                                                                                                               
 
 From net                                 (.21)         (.19)                     (.23)     (.30)     (.13)     -                
investment                                                                                                                       
 income                                                                                                                          
 
 From net realized                        (1.04)        (.99)                     (1.32)    -         (.13)     -                
 gain                                                                                                                            
 
 Total distributions                      (1.25)        (1.18)                    (1.55)    (.30)     (.26)     -                
 
Net asset value, end                     $ 18.43       $ 19.48                   $ 17.27   $ 16.74   $ 12.02   $ 13.25           
of period                                                                                                                        
 
TOTAL RETURN (dagger) (double dagger)     1.21%         20.76                     13.99     42.50     (7.51)    32.50%           
                                                       %                         %         %         %                           
 
RATIOS AND SUPPLEMENTAL DATA                                                                                                     
 
Net assets, end of                       $ 883         $ 790                     $ 341     $ 154     $ 96      $ 71              
period (in millions)                                                                                                             
 
Ratio of expenses to                      1.09%*        1.09                      1.16      1.19      1.24%     1.94%*           
average net assets                       (diamond)         %                       %         %                                     
 
Ratio of expenses to                      1.11%*        1.11                      1.16      1.19      1.24%     1.94%*           
average net assets                       (diamond)       %                         %         %                                     
before expense                                                                                                                   
reductions                                                                                                                       
 
Ratio of net                              1.07%*        1.39                      1.79      2.05      2.29%     2.04%*           
investment income                                      %                         %         %                                     
to average net                                                                                                                   
assets                                                                                                                           
 
Portfolio turnover rate                   143%*         279                       255       210       171%      118%*            
                                                       %                         %         %                                     
 
</TABLE>
 
* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
(double dagger) TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES
NOT BEEN REDUCED DURING THE PERIODS SHOWN. 
(diamond) SEE NOTE 7 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1994 (Unaudited)
 
 
1. SIGNIFICANT ACCOUNTING 
POLICIES.
Fidelity Disciplined Equity Fund (the fund) is a fund of Fidelity Capital
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
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 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. Interest income is accrued as earned. Dividend and
interest income is recorded net of foreign taxes where recovery of such
taxes is not assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. 
Distributions are recorded on the ex-dividend date.
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
REDEMPTION FEES. Through December 24, 1992 shares held in the fund less
than 90 days were subject to a redemption fee equal to .50% of the proceeds
of the redeemed shares. A portion of the fee was accounted for as a
reduction of transfer agent expenses. This portion of the redemption fee
was used to offset the transaction costs and other expenses that short-term
trading imposed on the fund and its shareholders. The remainder of the
redemption fee was 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.
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective November
1, 1993, the fund adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the fund changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of October 31, 1993 have been reclassified to
reflect an increase in paid in capital of $5,340,449, a  decrease in
undistributed net investment income of $1,004,302 and a decrease in
accumulated net realized gain on investments of $4,336,147.
2. OPERATING POLICIES.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
registered investment companies having management contracts with FMR, may
transfer uninvested cash balances into a joint trading account. These
balances are invested in one or more repurchase agreements that are
collateralized by U.S. Treasury or Federal Agency obligations.
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures contracts and
write options. These investments involve to varying degrees, elements of
market risk and risks in excess of the amount recognized in the Statement
of Assets and Liabilities. The face or contract amounts reflect the extent
of the involvement the fund has in the particular classes of instruments.
Risks may be caused by an imperfect correlation between movements in the
price of the instruments and the price of the underlying securities and
interest rates. Risks also may arise if there is an illiquid secondary
market for the instruments, or due to the inability of counterparties to
perform.
2. OPERATING POLICIES - 
CONTINUED
FUTURES CONTRACTS AND OPTIONS - CONTINUED
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
3. PURCHASES AND SALES OF 
INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $592,306,015 and $514,902,830, respectively, of which U.S.
government and government agency obligations aggregated $132,989,510 and
$131,510,000, respectively.
The market value of futures contracts opened and closed amounted to
$163,681,200 and $234,641,550, 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 ranging from
.30% to .52% and is based on the monthly average net assets of all the
mutual funds advised by FMR. The annual individual fund fee rate is .30%.
The basic fee is subject to a performance adjustment (up to a maximum of +
or - .20%) based on each 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 .75% of average net
assets.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .2850% to .5200%. Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
TRANSFER AGENT FEE. Fidelity Service Co. (FSC), an affiliate of FMR, is the
fund's transfer, dividend disbursing and shareholder servicing agent. FSC
receives fees based on the type, size, number of accounts and the number of
transactions made by shareholders. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING FEE. FSC  maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $187,290 for the period.
5. INTERFUND LENDING PROGRAM.
The fund participated in the interfund lending program as a lender. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $38,010,000 and $37,809,286,
respectively. The weighted average interest rate was 3.38%. Interest earned
from the interfund lending program amounted to $ 24,832 and is included in
interest income on the Statement of Operations.
6. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $13,745,000 and $6,947,588,
respectively. The weighted average interest rate was 3.57%. Interest
expense includes $11,509 paid under the bank borrowing program.
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
$79,204 under this arrangement.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios(registered trademark).
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* 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. FOR MORE
INFORMATION ON ANY 
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE 
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
2249 Galiano Street
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
1 West Pennsylvania Ave.
Towson, MD
7401 Wisconsin Avenue
Bethesda, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
175 East 400 South Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
 
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Bradford F. Lewis, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager,
 Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Fidelity Fifty Fund
Growth Company Fund
Low-Priced Stock Fund
Magellan(Registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Growth Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
 
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



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