FIDELITY CAPITAL TRUST
N-30B-2, 1994-06-09
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(2_FIDELITY_LOGOS)FIDELITY
 
VALUE
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   27   Statements of assets and liabilities,    
                            operations, and changes in net           
                            assets, as well as financial             
                            highlights.                              
 
NOTES                  31   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 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 investments that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1994        PAST 6   PAST 1   PAST 5   PAST 10   
                                    MONTHS   YEAR     YEARS    YEARS     
 
Value                               4.09%    15.63%   84.78%   257.91%   
 
S&P 500(Registered trademark)   -2.31%   5.32%    70.64%   297.92%   
 
Average Capital Appreciation Fund   -3.09%   10.84%   74.26%   248.05%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one, five, or ten years. For
example, if you invested $1,000 in a fund that over the past year had a 5%
return, you would end up with $1,050. You can com-pare the fund's returns
to the perform- ance 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 capital appreciation fund, which reflects the performance of
over 152 capital appreciation funds with similar objectives tracked by
Lipper Analytical Services Inc. 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   PAST 10   
                                    YEAR     YEARS    YEARS     
 
Value                               15.63%   13.07%   13.60%    
 
S&P 500(Registered trademark)   5.32%    11.28%   14.81%    
 
Average Capital Appreciation Fund   10.84%   11.32%   12.44%    
 
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 10 YEARS
04/30/84   10000.00 10000.00
 05/31/84    9252.81  9446.00
 06/30/84    9646.07  9650.98
 07/31/84    9359.55  9531.31
 08/31/84   10286.52 10584.52
 09/30/84   10382.03 10586.63
 10/31/84   10410.12 10627.92
 11/30/84   10269.67 10508.89
 12/31/84   10491.74 10786.32
 01/31/85   11508.00 11626.58
 02/28/85   11513.77 11769.58
 03/31/85   11467.58 11777.82
 04/30/85   11375.19 11767.22
 05/31/85   11767.84 12447.37
 06/30/85   11825.58 12642.79
 07/31/85   11917.97 12623.83
 08/31/85   11733.19 12516.52
 09/30/85   11317.45 12124.76
 10/31/85   11715.87 12684.92
 11/30/85   12275.97 13555.11
 12/31/85   12810.13 14211.17
 01/31/86   13257.55 14290.76
 02/28/86   14087.61 15359.71
 03/31/86   15082.52 16216.78
 04/30/86   14852.93 16033.53
 05/31/86   15270.90 16886.51
 06/30/86   15512.27 17171.89
 07/31/86   14888.25 16211.98
 08/31/86   15665.33 17414.91
 09/30/86   14917.68 15974.70
 10/31/86   15594.69 16896.44
 11/30/86   15412.19 17307.02
 12/31/86   14697.80 16865.69
 01/31/87   15709.86 19137.50
 02/28/87   16354.67 19893.43
 03/31/87   16458.88 20468.35
 04/30/87   16191.84 20286.19
 05/31/87   16589.15 20462.68
 06/30/87   17142.77 21496.04
 07/31/87   18536.60 22585.89
 08/31/87   18197.91 23428.34
 09/30/87   18289.09 22915.26
 10/31/87   13684.25 17979.32
 11/30/87   12655.17 16497.82
 12/31/87   13436.75 17753.30
 01/31/88   13944.78 18500.72
 02/29/88   15234.40 19362.85
 03/31/88   15136.70 18764.54
 04/30/88   15097.62 18972.83
 05/31/88   15065.05 19137.89
 06/30/88   15703.35 20016.32
 07/31/88   15768.48 19940.26
 08/31/88   15592.62 19262.29
 09/30/88   16725.92 20082.86
 10/31/88   17702.90 20641.17
 11/30/88   16960.40 20346.00
 12/31/88   17339.73 20702.05
 01/31/89   18022.97 22217.44
 02/28/89   17611.70 21664.23
 03/31/89   18361.28 22169.00
 04/30/89   19369.56 23319.58
 05/31/89   19993.10 24264.02
 06/30/89   20570.20 24125.71
 07/31/89   22487.26 26304.27
 08/31/89   22573.49 26819.83
 09/30/89   22148.96 26709.87
 10/31/89   20669.71 26090.20
 11/30/89   21173.84 26622.44
 12/31/89   21318.35 27261.38
 01/31/90   19391.68 25432.14
 02/28/90   19501.99 25760.21
 03/31/90   19935.85 26442.86
 04/30/90   19766.72 25781.79
 05/31/90   21046.26 28295.51
 06/30/90   20406.49 28103.10
 07/31/90   20215.29 28013.17
 08/31/90   18443.05 25480.78
 09/30/90   17759.16 24239.87
 10/31/90   17362.06 24135.64
 11/30/90   18148.91 25694.80
 12/31/90   18584.93 26411.68
 01/31/91   19572.02 27563.23
 02/28/91   20751.89 29534.00
 03/31/91   21160.60 30248.73
 04/30/91   21438.22 30321.32
 05/31/91   22633.52 31631.20
 06/30/91   21584.74 30182.50
 07/31/91   22641.23 31589.00
 08/31/91   23188.75 32337.66
 09/30/91   23011.38 31797.62
 10/31/91   23281.29 32223.71
 11/30/91   21954.90 30925.09
 12/31/91   23453.39 34462.92
 01/31/92   24423.32 33821.91
 02/29/92   25377.36 34261.60
 03/31/92   25162.70 33593.50
 04/30/92   25870.28 34581.15
 05/31/92   26132.64 34750.59
 06/30/92   25790.77 34232.81
 07/31/92   26609.65 35632.93
 08/31/92   25989.53 34902.46
 09/30/92   26450.65 35314.31
 10/31/92   26561.95 35437.91
 11/30/92   27730.65 36646.34
 12/31/92   28413.87 37097.09
 01/31/93   29193.54 37408.70
 02/28/93   29346.26 37917.46
 03/31/93   30785.04 38717.52
 04/30/93   30953.84 37780.56
 05/31/93   31596.87 38793.07
 06/30/93   31596.87 38905.57
 07/31/93   32272.05 38749.95
 08/31/93   33397.35 40218.58
 09/30/93   33381.27 39908.89
 10/31/93   34386.01 40735.01
 11/30/93   33686.71 40348.02
 12/31/93   34931.19 40836.24
 01/31/94   36745.91 42224.67
 02/28/94   36415.96 41080.38
 03/31/94   34983.28 39289.27
 04/30/94   35790.79 39792.18
$10,000 OVER 10 YEARS:  Let's say you invested $10,000 in Fidelity Value
Fund on April 30, 1984. As the chart shows, by April 30, 1994, the value of
your investment would have grown to $35,791 - a 257.91% 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 $39,792 - a 297.92% 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
 
 
Interview with Jeffrey Ubben, 
Portfolio Manager of Fidelity Value Fund
Q. JEFF, HOW HAS THE FUND PERFORMED?
A. Fairly well considering the U.S. financial markets have had a fairly
tough go of it over the past several months. The fund had a total return of
4.09% for the six months ended April 30, 1994. That beat the -3.09% total
return of the average capital appreciation fund, according to Lipper
Analytical Services Inc. For the  year ended April 30, 1994, the fund
returned 15.63%, compared to the average fund's return of 10.84%, again
according to Lipper. 
Q. WHAT HELPED THE FUND BEAT THE AVERAGE?
A. For starters, avoiding some sectors - such as utilities and some
financial companies - which were hurt when interest rates started to rise.
Utilities are down about 30% in 1994 alone.
Q. BUT AVOIDING LOSSES CAN'T BE THE ENTIRE STORY BEHIND THE FUND'S POSITIVE
PERFORMANCE . . .
A. Another factor was that I had placed fairly large bets on Japanese and
German stocks, which have recently outpaced U.S. stocks. Both countries are
currently experiencing conditions that helped boost the U.S. market over
the past couple of years: low stock prices and falling interest rates.
Japan's recovery is about two years behind the U.S. recovery. Interest
rates have fallen and the economy hasn't turned positive yet, so to me it
seems that the stage is set for things to improve. But many investors don't
believe that; there's some very negative sentiment and stock prices are
relatively cheap. I've concentrated on exporters because that was where the
pain of a strong yen was the greatest, and a weakening yen could help most.
What's more, many Japanese companies such as Toyota, Canon, Casio, Hitachi,
Suzuki Motor and Honda Motor have succeeded in improving profitability
through aggressive cost-cutting. If Japan's economy improves, and the yen
drops, these stocks could do quite well. About 8.1% of the fund's total
investments are Japanese companies. 
Q. WHAT ABOUT GERMANY?
A. It's a later version of what happened to U.S. companies in 1985 and
1986. At that point, many U.S. companies were the highest-cost producers in
the world and many rustbelt companies spent subsequent years trying to
bring costs in line with other world producers. Over the past five years,
the rust belt has experienced a renaissance of sorts, and I expect the same
to happen to industrial Germany. German manufacturing companies have cut
costs, and they still have room to make further cuts. If the currency does
weaken, which I believe it will, that could make those companies even more
competitive than they are today. German chemical companies such as Hoechst
make up most of the fund's 10.3% stake in European companies.
Q. YOU MENTIONED THAT YOU AVOIDED SOME FINANCIAL STOCKS, BUT THAT GROUP
REMAINS THE FUND'S LARGEST SECTOR CONCENTRATION AT 14.0% OF INVESTMENTS AT
THE END OF THE PERIOD. WHERE DID YOU FIND VALUE IN THIS SECTOR?
A. I targeted financial stocks that had fallen to attractive prices. In my
view, these companies were a cheaper way to play the improving U.S. economy
than cyclical stocks. While cyclical stocks helped the fund's performance
in 1993, 
I thought they were too expensive in 1994, so I sold many of the fund's
paper, cement and steel stocks early this year. Instead, I bought financial
companies such as American Express which could do well as consumer spending
increases. Some banks, like Banc One, have begun to benefit from increasing
commercial and personal loan demand. Insurance companies, such as General
Re, also looked attractive. Many insurers have suffered losses recently,
and that could mean there will be less capital in the 
industry, which may result in higher prices down the road. 
Q. WHAT OTHER SHIFTS HAVE YOU MADE DURING THE PAST SIX MONTHS?
A. I've increased the fund's stake in "soft goods" companies. Apparel
spending has recovered, and many retailers are reporting that women's
apparel in particular is selling well. What's driving that buying is, in
part, higher interest rates. Last year consumers bought many big ticket
items - like cars and houses - because interest rates were so low. But
there's a limit to how many cars and houses a person needs, and financing
costs are up, so consumers are now spending their money on smaller ticket
items like clothes. For that reason and others, I like companies such as
Liz Claiborne and Unifi, which takes the raw material polyester and
texturizes it so that it can be made into garments.
Q. YOU'VE CONCENTRATED ABOUT A QUARTER OF THE FUND IN COMMODITY-RELATED
COMPANIES LIKE ENERGY, ALUMINUM AND CHEMICALS STOCKS. WHAT'S THE ATTRACTION
THERE?
A. As the world economy picks up steam, demand for commodities will
probably increase. In my view, Russia - the world's biggest commodity
producer - is essentially going bankrupt. Russia's production capacity is
being destroyed and a lot of supply has been taken out of the world market.
Increased demand and decreased supply typically bode well for commodity
companies like British Petroleum and Alcan Aluminum, two of the fund's
largest investments. I've been somewhat disappointed that the aluminum
stocks haven't yet reflected those factors, but I think their long-term
prospects look strong.
Q. THERE HAS BEEN A LOT OF TALK LATELY ABOUT DERIVATIVES. DO YOU USE THEM?
A. The Fund has the authority to use them because they add some
flexibility. 
I currently am using currency forwards to hedge the Fund against currency
exchange rate volatility.
Q. WHAT'S YOUR OUTLOOK FOR STOCKS OVER THE NEXT YEAR?
A. I think the big picture is that the U.S.  recovery-driven stock market
gains are at the end of the line. In my view, the European and Japanese
recoveries will produce the next big winners. I don't think we've seen the
end of the world financial market's volatility, and I would caution
investors to keep in mind that it's important to have a long-term strategy
with any type of stock investment.
FUND FACTS
GOAL: to increase the value 
of the fund's shares by 
investing in companies that 
own valuable assets or are 
undervalued in the 
marketplace
START DATE: December 1, 1978
SIZE: As of April 30, 1994, 
over $2 billion
MANAGER: Jeffrey Ubben, 
since December 1992; 
previously managed Select 
Defense and Aerospace, 
Select Electric Utilities, 
Utilities Income, and 
Qualified Dividend funds; 
joined Fidelity in 1989
(checkmark)
JEFFREY UBBEN'S OUTLOOK FOR 
COMMODITY-RELATED 
COMPANIES:
"There are a number of supply 
and demand factors that 
should help 
commodity-related stocks 
over the next year or so. The 
U.S. economy is already well 
into a recovery. And in the 
next year or two, Europe and 
Japan should follow suit. An 
improving global economy 
should translate into 
increased demand.  But going 
forward, my view is that 
Russia, the biggest 
commodity producer in the 
world, will continue to 
experience tremendous 
difficulties, which will hurt its 
ability to produce, and in turn, 
cut the supply of many 
commodities. That's why I've 
built up the fund's stake in 
these commodity-related 
companies. I want to invest 
heavily in stocks that do well 
when demand increases and 
supply weakens."
(bullet)  The fund's investments in 
foreign stocks totaled 25.1% 
at the end of April. Of those, 
8.1% were Japanese 
companies, and 10.3% were 
European companies. 
Approximately 60% of the 
fund's Japanese holdings 
were hedged against the 
possibility of a decline in the 
yen using forward currency 
contracts, a type of financial 
derivative that international 
investors use to manage 
currency risks.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF APRIL 30, 1994
                                % OF FUND'S    % OF FUND'S       
                                INVESTMENTS    INVESTMENTS       
                                               IN THESE STOCKS   
                                               6 MONTHS AGO      
 
British Petroleum PLC, ADR      2.3            2.1               
 
Alcan Aluminum Ltd.             2.1            0.7               
 
Schlumberger Ltd.               1.8            0.7               
 
Unifi, Inc.                     1.7            0.5               
 
Canadian Pacific Ltd. Ord.      1.4            1.7               
 
ConAgra Inc.                    1.4            0.2               
 
Philip Morris Companies, Inc.   1.4            0.0               
 
Banc One Corp.                  1.3            0.0               
 
American Express Co.            1.3            0.0               
 
Western Atlas, Inc.             1.2            0.0               
 
TOP FIVE INDUSTRIES AS OF APRIL 30, 1994
                   % OF FUND'S    % OF FUND'S           
                   INVESTMENTS    INVESTMENTS           
                                  IN THESE INDUSTRIES   
                                  6 MONTHS AGO          
 
Finance            14.0           9.8                   
 
Basic Industries   12.7           14.5                  
 
Energy             12.6           13.2                  
 
Durables           8.9            5.5                   
 
Nondurables        6.1            3.5                   
 
ASSET ALLOCATION
AS OF APRIL 30, 1994 * AS OF OCTOBER 31, 1993** 
Row: 1, Col: 1, Value: 7.2
Row: 1, Col: 2, Value: 3.8
Row: 1, Col: 3, Value: 89.0
Stocks 85.9%
Bonds 2.6%
Short-term and
other 
investments 11.5%
Stocks 89.0%
Bonds 3.8%
Short-term and
other
investments 7.2%
Row: 1, Col: 1, Value: 11.5
Row: 1, Col: 2, Value: 2.6
Row: 1, Col: 3, Value: 85.90000000000001
* FOREIGN 
 INVESTMENTS  25.1%
** FOREIGN 
 INVESTMENTS 21.5%
INVESTMENTS APRIL 30, 1994 (UNAUDITED)
 
Showing Percentage of Total Value of Investments
 
 
_COMMON STOCKS - 87.0%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 1.8%
AEROSPACE & DEFENSE - 1.1%
Aviall, Inc. (a)  110,200 $ 1,653  05366B10
Flightsafety International, Inc.   575,500  21,150  33942310
  22,803
DEFENSE ELECTRONICS - 0.7%
Litton Industries, Inc. (a)  508,100  15,687  53802110
TOTAL AEROSPACE & DEFENSE   38,490
BASIC INDUSTRIES - 12.7%
CHEMICALS & PLASTICS - 7.4%
Airgas, Inc. (a)   723,400  15,734  00936310
Avery Dennison Corp.   307,400  8,876  05361110
Bayer AG  18,000  4,286  07273010
DSM NV  105,000  7,828  23332H92
du Pont (E.I.) de Nemours & Co.   200,000  11,425  26353410
Eastman Chemical Co.   337,900  15,037  27743210
Ferro Corp.   153,300  4,197  31540510
Grace (W.R.) & Co.   165,500  6,744  38388310
Great Lakes Chemical Corp.   161,000  10,48  390568105
Hanna (M.A.) Co.   73,700  2,73  410522106
Hoechst AG Ord.   35,000  7,713  43439010
Imperial Chemical Industries PLC ADR   126,800  6,308  45270450
Nalco Chemical Co.   423,100  14,227  62985310
NL Industries, Inc. (a)  101,000  707  62915640
Olin Corp.   1,800  92  68066520
Potash Corp. of Saskatchewan  368,800  9,402  73755L10
Shinetsu Chemical  149,000  3,067  82499210
Union Carbide Corp.   466,400  12,301  90558110
Vigoro Corp.   7,600  223  92675410
Wellman, Inc.   279,400  6,147  94970210
Witco Corp.   390,000  11,408  97738510
Yizheng Chemical Fibre Co. Class H (a)  1,900  590  99599E22
  159,533
IRON & STEEL - 0.5%
Compania Siderurgica Nacional (a)  194,000,000  5,170  24499523
Mayr Melnhof Karton AG  47,000  3,002  57847192
_COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - CONTINUED
IRON & STEEL - CONTINUED
Thyssen AG Ord.   20,000 $ 3,462  88629110
J&L Specialty Steel, Inc.   24,000  336  46604610
  11,970
METALS & MINING - 2.8%
Alcan Aluminum Ltd.   2,199,128  46,128  01371610
Alumax, Inc.  (a)   170,550  4,072  02219710
English China Clay PLC  100,000  733  29321792
Noranda, Inc.   60,000  1,047  65542210
Reynolds Metals Co.   178,900  7,514  76176310
  59,494
PAPER & FOREST PRODUCTS - 2.0%
Abitibi-Price, Inc. installment receipts (g)  161,800  863  00368070
Aracruz Celulose SA ADR (a)  254,600  3,469  03849610
Champion International Corp.   346,700  10,574  15852510
Consolidated Papers, Inc.   90,000  3,488  20975910
Metsa Serla 'B'  60,000  2,520  59299992
QUNO Corp.   54,100  929  74726H10
QUNO Corp. (b)  10,500  180  74726H92
Repola OY  334,900  5,952  75999A92
Stone Container Corp. (a)   210,300  2,839  86158910
Temple-Inland, Inc.   237,500  11,252  87986810
  42,066
TOTAL BASIC INDUSTRIES   273,063
CONGLOMERATES - 0.9%
Alexander & Baldwin, Inc.   240,200  6,005  01448210
United Technologies Corp.   196,900  12,552  91301710
  18,557
CONSTRUCTION & REAL ESTATE - 2.7%
BUILDING MATERIALS - 0.4%
Coflexip sponsored ADR  43,000  973  19238410
Lafarge Corp.   179,900  4,070  50586210
Tecumseh Products Co. Class A  67,100  3,288  87889520
  8,331
_COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - 0.4%
Standard Pacific Corp.   82,700 $ 755  85375C10
U.S. Home Corp. (a)  327,800  6,843  91192010
  7,598
REAL ESTATE - 0.1%
Castle & Cooke Homes, Inc.   278,900  3,068  14842610
REAL ESTATE INVESTMENT TRUSTS - 1.8%
Avalon Properties, Inc.   198,900  4,674  05346910
Camden Property Trust (a)  95,700  2,333  13313110
Carr Realty Corp.   259,600  6,166  14441K10
Chateau Properties, Inc.   36,800  814  16173910
Crown American Realty Trust  235,400  3,384  22818610
Developers Diversified Realty  28,900  921  25159110
Equity Residential Property Trust   34,200  1,120  29476L10
Haagen Alexander Properties, Inc.   32,000  524  40443E10
Irvine Apartment Communities  129,100  2,630  46360610
Macerich Company  48,500  952  55438210
Manufactured Home Community  200,000  4,475  56468210
Simon Properties Group, Inc. (a)  70,200  1,878  82880510
Storage Equities, Inc.   609,300  8,911  86211010
  38,782
TOTAL CONSTRUCTION & REAL ESTATE   57,779
DURABLES - 8.9%
AUTOS, TIRES, & ACCESSORIES - 3.1%
Bandag, Inc.   148,400  7,642  05981510
Continental Gummi-Werke AG (a)  39,000  6,833  21199010
Honda Motor Co. Ltd.   690,000  11,417  43812810
Pirelli Tyre Holdings NV Ord. (a)   365,800  3,645  72499092
Suzuki Motor Corp.   1,193,000  15,863  86958592
Toyota Motor Corporation  1,076,000  21,090  89399999
  66,490
CONSUMER ELECTRONICS - 1.9%
Aktiebolaget Electrolux  140,000  7,462  01019810
Matsushita Electric Industrial Co. Ltd.   967,000  15,906  57687910
Sony Corp.   313,000  17,757  83569999
  41,125
_COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
HOME FURNISHINGS - 0.4%
Miller (Herman), Inc.   365,000 $ 9,125  60054410
TEXTILES & APPAREL - 3.5%
Fieldcrest Cannon, Inc. (a)   145,700  4,590  31654910
Guilford Mills, Inc.   188,200  4,235  40179410
Liz Claiborne, Inc.   593,700  14,843  53932010
Oshkosh B'Gosh, Inc. Class A  363,400  4,724  68822220
Russell Corp.   169,500  4,788  78235210
Tokyo Style Co. Ltd.   112,000  2,041  88999410
Unifi, Inc.   1,528,200  37,632  90467710
Westpoint Stevens, Inc. Class A (a)  107,600  1,735  96123810
  74,588
TOTAL DURABLES   191,328
ENERGY - 12.6%
COAL - 0.0%
Ashland Coal, Inc.   31,300  849  04390610
ENERGY SERVICES - 4.6%
BJ Services Co. (a)   403,900  7,42  055482102
Chiles Offshore Corp. (a)   429,000  1,877  16888710
Dual Drilling Co. (a)   212,400  2,044  26356410
Enterra Corp.   629,300  12,665  29380510
Halliburton Co.   361,300  10,704  40621610
Helmerich & Payne, Inc.   94,500  2,469  42345210
Marine Drilling Cos., Inc. (a)  334,300  1,755  56824020
Noble Drilling Corp. (a)   55,400  381  65504210
Nowsco Well Service Ltd.   52,000  865  67012210
Offshore Logistics, Inc. (a)   152,300  2,132  67625510
Schlumberger Ltd.   697,800  38,379  80685710
Smith International, Inc. (a)   189,300  2,366  83211010
Tidewater, Inc.   520,600  10,933  88642310
Tuboscope Vetco Corp. (a)   254,500  1,463  89860010
Western Co. of North America (a)  180,000  2,295  95804340
Wheatley TXT Corp.   200,000  2,300  96271810
  100,050
INDEPENDENT POWER - 0.3%
California Energy Co., Inc.   352,300  5,945  13019010
_COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
OIL & GAS - 7.7%
Amerada Hess Corp.   285,500 $ 14,346  02355110
British Petroleum PLC ADR  715,200  50,064  11088940
British Petroleum PLC Ord.   1,788  10  11088910
Burlington Resources, Inc.   396,900  17,811  12201410
Canadian Natural Resources Ltd.   59,500  888  13638510
Getty Petroleum Corp. (a)   66,700  1,034  37429010
Hugoton Energy Corp.   172,600  2,244  44461310
Kerr-McGee Corp.   141,100  6,314  49238610
Murphy Oil Corp.   301,800  13,279  62671710
Newfield Exploration Co. (a)  53,400  1,015  65129010
Norsk Hydro AS  265,600  9,006  65653150
Norsk Hydro AS ADR  33,100  1,121  65653160
Petro-Canada  702,000  6,917  71644E10
Petroleum Heat & Power, Inc. Class A  24,300  194  71660030
Poco Petroleums Ltd. (a)  150,000  1,126  73036110
Renaissance Energy Ltd.  (a)  338,500  7,589  75966610
Total Compagnie Francaise des Petroles Class B  15,700  913  20434510
Total SA sponsored ADR  557,473  16,167  89151E10
Unocal Corp.   168,000  4,641  91528910
Western Gas Resources, Inc.   436,600  11,734  95825910
  166,413
TOTAL ENERGY   273,257
FINANCE - 14.0%
BANKS - 3.8%
Banc One Corp.   873,900  28,839  05943810
Bank of Boston Corp.   400,153  10,304  06071610
Bank of New York Co., Inc.   331,168  18,338  06405710
NationsBank Corp.   113,400  5,925  63858510
PNC Financial Corp.   111,500  3,108  69347510
Shawmut National Corp.   352,400  7,885  82048410
Wachovia Corp.   246,000  7,657  92977110
  82,056
CREDIT & OTHER FINANCE - 2.4%
American Express Co.   911,900  27,015  02581610
Argentaria Corp. Bancaria de Esp  90,000  3,911  21991392
_COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
Beneficial Corp.   148,200 $ 5,632  08172110
Brierley Investments Ltd.   3,921,496  2,966  10901410
Dean Witter Discover & Co.   94,400  3,552  24240V10
GFC Financial Corp.   149,400  4,856  36160910
Triarc Companies, Inc. Class A  202,400  3,947  89592710
  51,879
FEDERAL SPONSORED CREDIT - 0.6%
Federal National Mortgage Association  149,600  12,454  31358610
Student Loan Marketing Association  20,000  787  86387150
  13,241
INSURANCE - 4.4%
ACE Ltd.   256,200  7,302  00499G92
Berkley (W.R.) Corp.   66,900  2,442  08442310
Crawford & Co. Class A  293,900  4,702  22463320
CNA Financial Corp. (a)   117,800  7,480  12611710
Gallagher (Arthur J.) & Co.   307,900  9,776  36357610
General Re Corp.   203,300  22,668  37056310
Gryphon Holdings, Inc. (a)   210,000  2,940  40051510
Jefferson Pilot Corp.   91,000  4,448  47507010
MBIA, Inc.   79,300  4,589  55262C10
NAC Re Corp.   238,900  6,450  62890710
Penncorp. Financial Group, Inc.   154,500  2,240  70809410
St. Paul Companies, Inc. (The)  50,000  3,969  79286010
SAFECO Corp.   92,200  4,967  78642910
Travelers, Inc. (The)  270,800  9,410  89419010
Western National Corp. (a)   41,000  554  95884510
  93,937
SAVINGS & LOANS - 2.2%
Ahmanson (H.F.) & Co.   490,900  8,958  00867710
Brooklyn Bancorp  165,000  5,610  11380910
Charter One Financial Corp.   478,000  10,277  16090310
FirstFed Michigan Corp.   172,350  4,241  33761R10
Golden West Financial Corp.   309,000  11,818  38131710
Standard Federal Bank  301,200  7,643  85338910
  48,547
SECURITIES INDUSTRY - 0.6%
Nomura Securities Co. Ltd.   580,000  12,625  65536130
TOTAL FINANCE   302,285
_COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - 2.5%
DRUGS & PHARMACEUTICALS - 0.6%
American Cyanamid Co.   281,800 $ 13,245  02532110
MEDICAL EQUIPMENT & SUPPLIES - 1.7%
Becton, Dickinson & Co.   13,000  502  07588710
Kendall International, Inc. (a)   313,800  14,552  48875110
Owens & Minor, Inc.   26,300  611  69073010
Pall Corp.   558,000  9,486  69642930
Spacelabs Medical, Inc. (a)   97,800  2,237  84624710
St. Jude Medical, Inc.   340,000  8,755  79084910
  36,143
MEDICAL FACILITIES MANAGEMENT - 0.2%
National Health Laboratories, Inc.   290,200  3,374  63633F10
Unilab Corp. (a)  270,000  1,519  90476310
  4,893
TOTAL HEALTH   54,281
INDUSTRIAL MACHINERY & EQUIPMENT - 3.4%
ELECTRICAL EQUIPMENT - 1.1%
Alcatel Alsthom CGE  30,000  3,632  01390492
Itel Corp. (a)  443,000  11,241  46564210
Mitsubishi Electric Co. Ord.   890,000  5,312  60673220
Murata Manufacturing Co. Ord.   75,000  3,250  62699110
  23,435
INDUSTRIAL MACHINERY & EQUIPMENT - 1.0%
Amtrol, Inc.   57,100  971  03234A10
Cooper Industries, Inc.   93,300  3,557  21666910
Duriron Company, Inc.   50,000  844  26684910
Enerflex SYS, Ltd.   150,400  1,985  29265B10
Gardner Denver Machinery, Inc.   3,600  31  36555810
Goulds Pumps, Inc.   50,000  1,075  38355010
Harnischfeger Industries, Inc.   392,400  8,240  41334510
Keystone International, Inc.   228,500  5,056  49350310
  21,759
POLLUTION CONTROL - 1.3%
Attwoods PLC ADR  31,300  293  04987020
Browning-Ferris Industries, Inc.   400,000  11,700  11588510
_COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - CONTINUED
Safety Kleen Corp.   292,400 $ 4,386  78648410
Sanifill, Inc. (a)   153,700  3,746  80101810
Western Waste Industries, Inc. (a)   104,800  1,834  95988010
WMX Technologies, Inc.   200,000  5,173  92929Q10
  27,132
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   72,326
MEDIA & LEISURE - 2.1%
BROADCASTING - 0.2%
Heritage Media Corp. Class A (a)  276,000  4,761  42724120
LODGING & GAMING - 0.3%
Caesars World, Inc. (a)   120,400  5,854  12769510
PUBLISHING - 1.5%
Enquirer/Star Group, Inc. Class A  17,200  299  29355410
Meredith Corp.   404,700  17,604  58943310
Scripps (E.W.) Co. Class A  362,500  9,516  81103910
Times Mirror Co., Series A  138,300  4,374  88736010
  31,793
RESTAURANTS - 0.1%
Uno Restaurant Corp. (a)   7,500  72  91490010
VICORP Restaurants, Inc. (a)  120,000  1,920  92581710
  1,992
TOTAL MEDIA & LEISURE   44,400
NONDURABLES - 6.1%
BEVERAGES - 0.2%
Coors (Adolph) Co. Class B  181,500  3,380  21701610
FOODS - 3.7%
ConAgra, Inc.   1,063,800  29,919  20588710
Dole Food, Inc.   284,200  7,887  25660510
Ezaki Glicko Co.  275,000  2,952  30199492
Goodman Fielder Ltd. Ord.   3,662,500  3,982  38238210
Hormel (George A.) & Co.   239,300  4,607  44045210
Ralcorp Holdings, Inc.   61,300  981  75102510
_COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONDURABLES - CONTINUED
FOODS - CONTINUED
Ralston Purina Co.   183,900 $ 6,620  75127730
Sara Lee Corp.   680,000  14,110  80311110
Tyson Foods, Inc.   399,200  7,784  90249410
  78,842
HOUSEHOLD PRODUCTS - 0.6%
NCH Corp.   70,800  4,292  62885010
Orkla AS Class A Free shares  125,900  4,129  39299193
Orkla AS Class B (non-vtg.)  44,750  1,418  39299192
Stanhome, Inc.   119,200  3,949  85442510
  13,788
TOBACCO - 1.6%
Philip Morris Companies, Inc.   539,300  29,392  71815410
RJR Nabisco Holdings Corp.   559,000  3,564  74960K10
UST, Inc.   100,000  2,788  90291110
  35,744
TOTAL NONDURABLES   131,754
RETAIL & WHOLESALE - 5.3%
APPAREL STORES - 0.8%
Charming Shoppes, Inc.   170,000  1,785  16113310
Filene's Basement Corp.   4,000  36  31686610
Limited, Inc. (The)  610,000  11,743  53271610
TJX Companies, Inc.   169,700  4,073  87254010
United States Shoe Corp.   28,400  511  91260510
  18,148
DRUG STORES - 0.0%
Revco (D.S.), Inc.   24,300  410  76133910
GENERAL MERCHANDISE STORES - 1.5%
Dayton Hudson Corp.   130,900  10,340  23975310
Federated Department Stores, Inc. (a)  300,000  6,413  31410J10
Mac Frugals Bargains, Inc. (a)   145,900  2,462  55415210
Matsuzakaya Co., Ltd.   200,800  2,868  57699492
National Convenience Stores  157,800  2,170  63557050
Price/Costco, Inc.   470,000  7,109  74143W10
  31,362
_COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 1.2%
American Stores Co.   141,400 $ 3,535  03009610
Bruno's, Inc.   446,600  3,405  11688110
Fleming Companies, Inc.   128,900  3,239  33913010
Food Lion, Inc. Class A  752,400  4,420  34477520
Giant Food, Inc. Class A  249,400  5,674  37447810
Great Atlantic & Pacific Tea Co., Inc.   109,100  2,728  39006410
Stop & Shop Companies, Inc. (a)   138,500  3,705  86209910
  26,706
RETAIL & WHOLESALE, MISCELLANEOUS - 1.8%
Circuit City Stores, Inc.   304,900  5,793  17273710
Duty Free International, Inc.   567,900  7,809  26708410
Fabri-Centers of America, Inc. (a)   121,000  1,890  30284610
Tiffany & Company, Inc.   162,000  4,921  88654710
Toys "R" Us, Inc. (a)   320,000  11,080  89233510
Uny Co., Ltd.   513,000  7,377  91529010
  38,870
TOTAL RETAIL & WHOLESALE   115,496
SERVICES - 3.3%
PRINTING - 0.5%
Donnelley (R.R.) & Sons Co.   269,800  7,353  25786710
Moore Corporation Ltd.   89,400  1,624  61578510
New England Business Service, Inc.   160,100  3,222  64387210
  12,199
SERVICES - 2.8%
ABM Industries, Inc.   54,900  988  00095710
ADT Ltd.   389,800  3,703  00091530
CDI Corp. (a)   107,000  1,498  12507110
Chemed Corp.   87,600  2,902  16359610
CPI Corp.   231,200  3,410  12590210
Jostens, Inc.   546,300  8,673  48108810
Kelly Services, Inc. Class A  77,000  2,040  48815220
Kinder-Care Learning Ctrs. (a)  150,000  1,987  49452120
Oroamerica, Inc. (a)   71,000  888  68702710
Pittston Co. Minerals Group (f)  362,400  7,112  72570120
Western Atlas, Inc.   619,200  26,626  95767410
  59,827
TOTAL SERVICES   72,026
_COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - 4.9%
COMPUTER SERVICES & SOFTWARE - 0.1%
Gerber Scientific, Inc.   139,700 $ 2,113  37373010
COMPUTERS & OFFICE EQUIPMENT - 2.4%
Canon, Inc.   620,000  10,076  13780199
Casio Computer Co. Ltd. Ord.   1,199,000  14,880  14761893
Fujitsu Ltd. (a)   500,000  5,023  35959010
IBM Corporation   368,800  21,114  45920010
  51,093
ELECTRONIC INSTRUMENTS - 0.1%
Measurex Corp.   133,300  2,483  58343210
ELECTRONICS - 1.3%
AMP, Inc.   242,000  15,458  03189710
Hitachi, Ltd.   1,382,000  13,067  43357810
  28,525
PHOTOGRAPHIC EQUIPMENT - 1.0%
Fuji Photo Film Co. Ltd.   304,000  6,557  35958610
Polaroid Corp.   505,900  15,683  73109510
  22,240
TOTAL TECHNOLOGY   106,454
TRANSPORTATION - 3.6%
AIR TRANSPORTATION - 0.1%
KLM Royal Dutch Airlines Ord. (a)   81,000  2,334  48251620
RAILROADS - 2.4%
Canadian Pacific Ltd. Ord.   1,923,600  30,954  13644030
CSX Corp.   103,300  8,044  12640810
Johnstown America Industries, Inc. (a)   103,800  2,621  47947710
Union Pacific Corp.   157,800  9,310  90781810
  50,929
SHIPPING - 0.5%
Bonheur A/S  338,100  6,652  09799399
Finnlines OY (b)  70,300  2,100  31799N22
Ganger Rolf  62,400  1,210  36472010
Wah Kwong Shipping Holdings Ltd.  339,000  483  93056692
  10,445
_COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - 0.6%
Arnold Industries, Inc.   112,800 $ 2,030  04259510
Carolina Freight Corp.   176,800  2,100  14389810
Consolidated Freightways, Inc. (a)   96,600  2,657  20923710
Roadway Services, Inc.   52,300  3,674  76974810
Trimac Ltd.   123,700  1,521  89620810
Yellow Corp.   70,000  1,466  98550910
  13,448
TOTAL TRANSPORTATION   77,156
UTILITIES - 2.2%
CELLULAR - 0.3%
Airtouch Communications  216,100  5,321  00949T10
ELECTRIC UTILITY - 1.3%
Centerior Energy Corp.   486,000  5,407  15188310
Entergy Corp. (a)  375,400  11,497  29364G10
NIPSCO Industries, Inc.   27,100  857  62914010
PSI Resources, Inc.   45,500  1,018  69363210
Veba Vereinigte Elektrizetaets & Bergwerks AG Ord.   31,800  9,880 
92239110
  28,659
GAS - 0.2%
Coastal Corp. (The)  165,800  5,243  19044110
TELEPHONE SERVICES - 0.4%
Ameritech Corp.   120,000  4,725  03095410
Telefonica de Espana SA Ord.   209,700  2,787  87938210
  7,512
TOTAL UTILITIES   46,735
TOTAL COMMON STOCKS
(Cost $1,816,778)   1,875,387
_PREFERRED STOCKS - 2.0%
 SHARES VALUE (NOTE 1)
  (000S)
CONVERTIBLE PREFERRED STOCKS  - 1.8%
DURABLES - 0.2%
TEXTILES & APPAREL - 0.2%
Fieldcrest Cannon, Inc., Series A, $3.00 (b)  70,000 $ 4,480  31654920
ENERGY - 0.4%
OIL & GAS - 0.4%
Western Gas Resources, Inc. $2.625  205,000  9,533  95825930
FINANCE - 0.0%
SAVINGS & LOANS - 0.0%
Ahmanson (H.F.) & Co., Series D, $3.00  4,000  185  00867770
HEALTH - 0.4%
MEDICAL EQUIPMENT & SUPPLIES - 0.4%
U.S. Surgical Corp. $2.20 (b)  443,500  9,535  91270720
INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%
Cooper Industries, Inc. $8.00 exchangeable  241,100  5,756  21666950
NONDURABLES - 0.5%
FOODS - 0.2%
Chiquita Brands International, Inc. $2.875     80,600  3,708  17003240
TOBACCO - 0.3%
RJR Nabisco Holdings Corp., Series A, depositary shares 
representing 1/4 share    1,070,000  6,955  74960K40
TOTAL NONDURABLES   10,663
TOTAL CONVERTIBLE PREFERRED STOCKS   40,152
NONCONVERTIBLE PREFERRED STOCKS - 0.2%
DURABLES - 0.2%
AUTOS, TIRES, & ACCESSORIES - 0.2%
Porsche AG non-voting (a)  6,300  3,325  73380110
Porsche NV  1,575  814  73380193
  4,139
TOTAL PREFERRED STOCKS
(Cost $46,367)   44,291
_CORPORATE BONDS - 3.8%
 MOODY'S RATINGS (D) PRINCIPAL VALUE (NOTE 1)
  AMOUNT (C) (000S) (000S)
CONVERTIBLE BONDS - 0.8%
BASIC INDUSTRIES - 0.2%
PAPER & FOREST PRODUCTS - 0.2%
Stone Container Corp. 8 7/8%, 7/15/00 (b)   B2 $ 3,710 $ 5,157  861589AL
CONSTRUCTION & REAL ESTATE - 0.1%
REAL ESTATE INVESTMENT TRUSTS - 0.1%
Camden Property Trust 7.33%, 4/1/01  -  2,500  2,525  133131AA
DURABLES - 0.2%
AUTOS, TIRES, & ACCESSORIES - 0.2%
Bridgestone 3.7%, 12/31/98  - JPY 272,000  3,415  1084419A
FINANCE - 0.1%
CREDIT & OTHER FINANCE - 0.1%
Brierley Investments Ltd. 9%, 6/30/98   - NZD 2,709  1,924  1090149A
Industrial Credit & Investment Corp. 2.5%, 
4/03/00 (b)  -  410  336  456052AA
  2,260
SERVICES - 0.2%
SERVICES - 0.2%
Manpower, Inc. 6 1/4%, 10/1/02 (b)  BB-  3,710  4,276  56418HAA
TOTAL CONVERTIBLE BONDS   17,633
NONCONVERTIBLE BONDS - 3.0%
BASIC INDUSTRIES - 0.3%
CHEMICALS & PLASTICS - 0.2%
IMC Fertilizer Group, Inc. 9 1/4%, 10/1/00  B3  4,500  4,230  449669AH
PAPER & FOREST PRODUCTS - 0.1%
Stone Container Corp. 10 3/4%, 
4/1/02  B2  3,000  2,820  861589AF
TOTAL BASIC INDUSTRIES   7,050
CONGLOMERATES - 0.2%
Sequa Corp.:
10 1/2%, 5/1/98  B3  352  368  817320AC
 9 3/8%, 12/15/03  B3  3,500  3,272  817320AG
  3,640
_CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (D) PRINCIPAL VALUE (NOTE 1)
  AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
DURABLES - 0.7%
TEXTILES & APPAREL - 0.7%
Westpoint Stevens, Inc.: 
8 3/4%, 12/15/01  B1 $ 7,250 $ 6,634  961238AA
9 3/8%, 12/15/05  B3  9,000  8,235  961238AB
  14,869
ENERGY - 0.5%
ENERGY SERVICES - 0.0%
Falcon Drilling, Inc. 9.75%, 1/15/01  B2  730  686  305914AA
INDEPENDENT POWER - 0.3%
California Energy Corp., Inc. 10 1/4%, 
1/15/04  BB-  9,750  7,093  130190AC
OIL & GAS - 0.2%
Mesa Capital Corp. secured 12 3/4%, 
6/30/98 (e)  B3  5,000  4,413  590910AF
TOTAL ENERGY   12,192
FINANCE - 0.3%
INSURANCE - 0.3%
Reliance Group 9%, 11/15/00  BB+  8,000  7,320  759464AG
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
Joy Technologies, Inc. 10 1/4%, 9/1/03  B1  3,525  3,384  481206AD
MEDIA & LEISURE - 0.2%
LODGING & GAMING - 0.2%
Host Marriott Corp.:
10 1/2%, 5/1/06  B1  750  735  441080AH
 11%, 5/1/06  B1  2,000  1,990  441080AJ
 9 1/8%, 12/1/00  B1  1,000  960  441080AD
 9 7/8%, 5/1/01  B1  300  290  441080AE
  3,975
NONDURABLES - 0.1%
FOODS - 0.1%
Chiquita Brands International, Inc. 11 1/2%,
6/1/01  B3  1,550  1,604  170032AG
_CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (D) PRINCIPAL VALUE (NOTE 1)
  AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
RETAIL & WHOLESALE - 0.2%
RETAIL & WHOLESALE, MISCELLANEOUS - 0.2%
International Semi-Tech Microelectronics, Inc. 
secured 11 1/2%, 8/15/03 (e)  B+ $ 8,000 $ 3,920  46031KAA
SERVICES - 0.3%
ADT Operations, Inc. guaranteed notes 9 1/4%, 
8/1/03  B2  6,000  5,640  000945AB
TOTAL NONCONVERTIBLE BONDS   63,594
TOTAL CORPORATE BONDS
(Cost $ 84,581)   81,227
_REPURCHASE AGREEMENTS - 7.2%
 MATURITY 
 AMOUNT 
 (000S)
Investments in repurchase agreements
(U.S. Treasury obligations), in a
 joint trading account at 3.56% 
dated 4/29/94 due 5/2/94  $ 156,035  155,989
TOTAL INVESTMENT IN SECURITIES - 100.0%
(Cost $2,103,715)  $ 2,156,894
_FORWARD FOREIGN CURRENCY CONTRACTS
AMOUNTS IN THOUSANDS  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
 10,721,387 JPY 6/24/94 to 7/20/94 $ 106,067 $ (2,498)
(Receivable amount $103,569)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 4.9%
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
JPY - Japanese yen
NZD - New Zealand dollar
SEK - Swedish krona
LEGEND
(a) Non-income producing
(b) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $26,064,000 or 1.2% of net
assets.
(c) Principal amount is stated in United States dollars unless otherwise
noted.
(d) Standard & Poor's Corporation credit ratings are used in the
absence of a rating by Moody's Investors Service, Inc.
(e) Debt obligation initially issued in zero coupon form which converts to
coupon form at a specified rate and date.
(f) Affiliated company (see Note 7 of Notes to Financial Statements).
(g) Market Value reflects the payment of the first installment.  Additional
payments of $809,000 CAD are payable in January and October of 1995.
Distribution of investments by country, as a percentage of total value of
investment in securities, is as follows:
United States  74.9%
Japan  8.1
Canada  5.4
United Kingdom  2.8
Netherland  2.4
Germany  1.7
Norway  1.1
France  1.0
Others (individually less than 1%)  2.6
TOTAL  100.0%
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $2,103,771,000. Net unrealized appreciation aggregated
$53,123,000, of which $125,035,000 related to appreciated investment
securities and $71,912,000 related to depreciated investment securities. 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                                          <C>           <C>           
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) APRIL 30, 1994 (UNAUDITED)                               
 
ASSETS                                                                                                   
 
Investment in securities, at value (including repurchase                                   $ 2,156,894   
agreements of $155,989) (cost $2,103,715) (Notes 1                                                       
and 2) - See accompanying schedule                                                                       
 
Short foreign currency contracts (Note 2)                                    $ (106,067)                 
Contracts held, at value                                                                                 
 
 Receivable for contracts held                                                103,569       (2,498)      
 
Cash                                                                                        1            
 
Receivable for investments sold                                                             74,867       
 
Receivable for fund shares sold                                                             19,086       
 
Dividends receivable                                                                        2,988        
 
Interest receivable                                                                         1,742        
 
Other receivables                                                                           35           
 
 TOTAL ASSETS                                                                               2,253,115    
 
LIABILITIES                                                                                              
 
Payable for investments purchased                                             89,861                     
 
Payable for fund shares redeemed                                              5,629                      
 
Accrued management fee                                                        1,275                      
 
Other payables and accrued expenses                                           858                        
 
 TOTAL LIABILITIES                                                                          97,623       
 
NET ASSETS                                                                                 $ 2,155,492   
 
Net Assets consist of (Note 1):                                                                          
 
Paid in capital                                                                            $ 1,960,164   
 
Undistributed net investment income                                                         10,633       
 
Accumulated undistributed net realized gain (loss) on                                       134,014      
investments                                                                                              
 
Net unrealized appreciation (depreciation) on:                                                           
 
 Investment securities                                                                      53,179       
 
 Foreign currency contracts                                                                 (2,498)      
 
NET ASSETS, for 52,302 shares outstanding                                                  $ 2,155,492   
 
NET ASSET VALUE, offering price and redemption price per                                    $41.21       
share ($2,155,492 (divided by) 52,302 shares)                                                            
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                 <C>         <C>         
AMOUNTS IN THOUSANDS  SIX MONTHS ENDED APRIL 30, 1994 (UNAUDITED)                           
 
INVESTMENT INCOME                                                               $ 15,936    
Dividends (including $72 received from affiliated issuers)                                  
(Note 7)                                                                                    
 
Interest                                                                         6,311      
 
 TOTAL INCOME                                                                    22,247     
 
EXPENSES                                                                                    
 
Management fee (Note 4)                                             $ 6,328                 
Basic fee                                                                                   
 
 Performance adjustment                                              647                    
 
Transfer agent fees (Note 4)                                         2,622                  
 
Accounting fees and expenses (Note 4)                                356                    
 
Non-interested trustees' compensation                                6                      
 
Custodian fees and expenses                                          180                    
 
Registration fees                                                    287                    
 
Audit                                                                29                     
 
Legal                                                                12                     
 
Interest (Note 5)                                                    3                      
 
Miscellaneous                                                        8                      
 
 Total expenses before reductions                                    10,478                 
 
 Expense reductions (Note 6)                                         (165)       10,313     
 
NET INVESTMENT INCOME                                                            11,934     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                                          
(NOTES 1 AND 3)                                                                             
Net realized gain (loss) on:                                                                
 
 Investment securities (including realized gain of $1,200            142,028                
on sales of investments in affiliated issuers) (Note 7)                                     
 
 Foreign currency contracts                                          (3,982)     138,046    
 
Change in net unrealized appreciation (depreciation) on:                                    
 
 Investment securities                                               (83,731)               
 
 Foreign currency contracts                                          (2,360)     (86,091)   
 
NET GAIN (LOSS)                                                                  51,955     
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                            $ 63,889    
OPERATIONS                                                                                  
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>              <C>           
AMOUNTS IN THOUSANDS                                      SIX MONTHS       YEAR ENDED    
                                                          ENDED            OCTOBER 31,   
                                                          APRIL 30, 1994   1993          
                                                          (UNAUDITED)                    
 
INCREASE (DECREASE) IN NET ASSETS                                                        
 
Operations                                                $ 11,934         $ 15,724      
Net investment income                                                                    
 
 Net realized gain (loss) on investments                   138,046          124,672      
 
 Change in net unrealized appreciation (depreciation)      (86,091)         121,437      
on                                                                                       
 investments                                                                             
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           63,889           261,833      
FROM OPERATIONS                                                                          
 
Distributions to shareholders                              (13,186)         (3,015)      
From net investment income                                                               
 
 From net realized gain                                    (108,589)        (1,966)      
 
 TOTAL  DISTRIBUTIONS                                      (121,775)        (4,981)      
 
Share transactions                                         1,210,064        1,662,252    
Net proceeds from sales of shares                                                        
 
 Reinvestment of distributions                             119,387          4,784        
 
 Cost of shares redeemed                                   (738,786)        (631,993)    
 
 Net increase (decrease) in net assets resulting from      590,665          1,035,043    
share transactions                                                                       
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  532,779          1,291,895    
 
NET ASSETS                                                                               
 
 Beginning of period                                       1,622,713        330,818      
 
 End of period (including undistributed net investment    $ 2,155,492      $ 1,622,713   
income of $10,633 and $32,362, respectively)                                             
 
OTHER INFORMATION                                                                        
Shares                                                                                   
 
 Sold                                                      29,279           44,284       
 
 Issued in reinvestment of distributions                   3,051            139          
 
 Redeemed                                                  (17,962)         (16,391)     
 
 Net increase (decrease)                                   14,368           28,032       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>   <C>              <C>                       <C>                     <C>    <C>    <C>    
      SIX MONTHS       YEARS ENDED OCTOBER 31,                                                
      ENDED                                                                                   
      APRIL 30, 1994                                                                          
 
      (UNAUDITED)      1993                      1992(diamond)    1991   1990   1989   
                                                                         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>       <C>       <C>                     <C>                      
SELECTED PER-SHARE                                                                                                      
DATA                                                                                                                    
 
Net asset value,               $ 42.78   $ 33.41   $ 30.19   $ 23.61   $ 31.16                 $ 27.18                  
beginning of period                                                                                                     
 
Income from                                                                                                             
Investment                                                                                                              
Operations                                                                                                              
 
 Net investment                 .26       .55**#    .64**     .81       1.25(double dagger)     .39(dagger)(dagger)     
income                                                                                                                  
 
 Net realized and               1.31      9.20      3.43      6.94      (5.65)                  4.07                    
 unrealized gain                                                                                                        
 (loss) on                                                                                                              
investments                                                                                                             
 
 Total from investment          1.57      9.75      4.07      7.75      (4.40)                  4.46                    
 operations                                                                                                             
 
Less Distributions                                                                                                      
 
 From net investment            (.34)     (.23)     (.85)     (1.17)    (.30)                   (.48)                   
 income                                                                                                                 
 
 From net realized gain         (2.80)    (.15)     -         -         (2.85)                  -                       
 
 Total distributions            (3.14)    (.38)     (.85)     (1.17)    (3.15)                  (.48)                   
 
Net asset value, end of        $ 41.21   $ 42.78   $ 33.41   $ 30.19   $ 23.61                 $ 31.16                  
period                                                                                                                  
 
TOTAL RETURN(dagger)            4.09%     29.46%    14.09%    34.09%    (16.00)%                16.76%                  
 
RATIOS AND SUPPLEMENTAL DATA                                                                                            
 
Net assets, end of             $ 2,155   $ 1,623   $ 331     $ 124     $ 92                    $ 139                    
period (in millions)                                                                                                    
 
Ratio of expenses to            1.11%*    1.11%     1.00%     .98%      1.06%                   1.13%(dagger)(dagger)   
average net                                                                                                             
assets***                                                                                                               
 
Ratio of expenses to            1.13%*    1.12%     1.00%     .98%      1.06%                   1.19%                   
average net assets                                                                                                      
before expense                                                                                                          
reductions***                                                                                                           
 
Ratio of net investment         1.29%*    1.43%     2.01%     2.93%     4.55%(double dagger)    1.45%                   
income to average                                                                                                       
net assets                                                                                                              
 
Portfolio turnover rate         475%*     117%      81%       137%      165%                    386%                    
 
</TABLE>
 
* ANNUALIZED
(dagger) TOTAL RETURN FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
** NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
(dagger)(dagger) INCLUDES $.03 PER SHARE OF INTEREST EXPENSE FOR THE YEAR
ENDED OCTOBER 31, 1989. ALSO INCLUDES REDUCTION OF $.02 PER SHARE FROM
FIDELITY SERVICE CO. FOR ADJUSTMENTS TO PRIOR PERIODS' FEES.
(double dagger) INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND
WHICH AMOUNTED TO $.74 PER SHARE.
(diamond) AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF
EQUALIZATION ACCOUNTING.
# INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND RECEIVED FROM
IMPERIAL CHEMICAL INDUSTRIES PLC ADR WHICH AMOUNTED TO $.11 PER SHARE.
*** SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1994 (Unaudited)
 
 
1. SIGNIFICANT ACCOUNTING 
POLICIES.
Fidelity Value 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 practicable 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, which includes accretion of original
issue discount, is accrued as earned. Investment 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.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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 are primarily due to differing treatments for
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 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.
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 $52,313,000, a decrease in
undistributed net investment income of $18,168,000 and a decrease in
accumulated net realized gain on investments of $34,145,000.
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.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These con- tracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign cur- rency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized 
2. OPERATING POLICIES - 
CONTINUED
FORWARD FOREIGN CURRENCY 
CONTRACTS - CONTINUED
on the date of offset, otherwise gain (loss) is recognized on settlement
date.
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.
3. PURCHASES AND SALES OF 
INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $1,855,418,000 and $1,337,197,000, 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 ranging from
.31% 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 .35%.
The basic fee is subject to a performance adjustment (up to a maximum of +
or - .20%) 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 .75% of average net
assets after the performance adjustment.
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.
4. FEES AND OTHER 
TRANSACTIONS WITH AFFILIATES - CONTINUED
ACCOUNTING FEE. Fidelity Service Co. (FSC), 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 $1,026,000 for the period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $11,414,000 and $4,524,000,
respectively. The weighted average interest rate was 4.11%. 
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
$165,000 under this arrangement.
7. TRANSACTIONS WITH 
AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions with companies which are or
were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
 PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
LSI Lighting Systems, Inc.  $ - $ 44,000 $ - $ -
Pittston Co. Minerals Group   -  2,150,000  72,000  -
TOTALS  $ - $ 2,194,000 $ 72,000 $ -
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
 
TO WRITE FIDELITY
 
 
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. Please send ALL correspondence about retirement
accounts to Dallas. 
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 2269
Boston, MA 02107-2269
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30280
Salt Lake City, UT 84130-0280
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
Additional Payments
P.O. Box 2656
Boston, MA 02293-0656
Fidelity Investments
Additional Payments
P.O. Box 620024
Dallas, TX 75262-0024
Fidelity Investments
Additional Payments
P.O. Box 31455
Salt Lake City, UT 84131-0455
OVERNIGHT EXPRESS
Fidelity Investments
Additional Payments
World Trade Center
164 Northern Avenue
Boston, MA 02210
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02103-0878
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02101-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 620024
Dallas, TX 75262-0024
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Jeffrey Ubben, 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 Trademark Fund
Mid-Cap Stock Fund
New Millennium(double dagger) 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)
box
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



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