FIDELITY CAPITAL TRUST, N-30D, 1994-12-12

FIDELITY CAPITAL TRUST
N-30D, 1994-12-12

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(2_FIDELITY_LOGOS)FIDELITY

STOCK SELECTOR

ANNUAL REPORT
OCTOBER 31, 1994
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

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

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

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

FINANCIAL STATEMENTS 22 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 26 Notes to the financial statements.

REPORT OF INDEPENDENT 31 The auditor's opinion.
ACCOUNTANTS

DISTRIBUTIONS
The Board of Trustees of Fidelity Capital Trust: Fidelity Stock Selector
voted to pay on December 5, 1994, to shareholders of record at the opening
of business on December 2, 1994, a distribution of $0.81 derived from
capital gains realized from sales of portfolio securities and a dividend of
$0.15 from net investment income.
.20% of the dividends during the fiscal year was derived from interest on
U.S. Government securities which is generally exempt from state income tax.
41% of the dividends distributed during the fiscal year qualifies for the
dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January 1995 of the percentages for
use in preparing 1994 income tax returns.

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY
AN EFFECTIVE PROSPECTUS. MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR
GUARANTEED BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE
FDIC, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT
RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. NEITHER THE FUND NOR FIDELITY
DISTRIBUTORS
CORPORATION IS A BANK. FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING
CHARGES
AND EXPENSES, CALL 1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU
INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
The unsettling period that began for investors when the Federal Reserve
Board raised short-term interest rates in February has continued into the
fourth quarter of 1994. The Board raised the federal funds rate - the rate
banks charge each other for overnight loans - five times from February
through August, taking it from 3.00% to 4.75%. A sixth increase in November
lifted the rate to 5.50%. The Fed rate hikes were intended to forestall
inflation that could result from an improving U.S. economy, and they led to
below-average returns for many stocks and negative returns for many bond
investments.
The volatility we have witnessed this year follows a period in which there
was a nearly perfect investing environment. Although there was a
late-summer rally in stocks and, to a lesser extent in bond markets, it is
impossible to predict where interest rates might go or what might happen in
the markets in the months ahead. That's why it probably is a good time to
again review your investment portfolio and how well it matches your goals.
If you can leave your money invested over the long term, you can avoid much
of the volatility that generally accompanies the stock market in the short
term, as we have been witnessing this year. You also can help to manage
risk through diversification of investments. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different stock funds or
in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. As with any mutual fund, of course, there is no assurance that
a money market fund will achieve its goal, and it is important to remember
that money market funds are not insured by any agency of the U.S.
government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically, as we have discussed here. A periodic investment
plan will not, of course, assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage 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 OCTOBER 31, 1994 PAST 1 LIFE OF
YEAR FUND

Stock Selector 3.32% 122.08%

S&P 500(registered trademark) 3.87% 77.54%

Average Growth Fund 1.54% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year or since the fund started on
September 28, 1990. For example, if you invested $1,000 in a fund that then
had a 5% return, you would end up with $1,050. You can compare the fund's
returns to the performance of the Standard & Poor's Composite Index of 500
Stocks - a common proxy for the U.S. stock market. You can also compare
them to the average growth fund, which reflects the performance of 463
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 OCTOBER 31, 1994 PAST 1 LIFE OF
YEAR FUND

Stock Selector 3.32% 21.51%

S&P 500(registered trademark) 3.87% 15.04%

Average Growth Fund 1.54% 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
Fidelity Stock Selector (320) Standard & Poor's 50
09/28/90 10000.00 10000.00
09/30/90 10000.00 10171.45
10/31/90 9800.00 10127.71
11/30/90 10660.00 10781.96
12/31/90 11150.69 11082.78
01/31/91 12313.89 11565.99
02/28/91 13376.82 12392.96
03/31/91 13948.39 12692.87
04/30/91 14179.03 12723.33
05/31/91 14800.74 13272.98
06/30/91 13988.50 12665.08
07/31/91 14640.30 13255.27
08/31/91 14921.07 13569.42
09/30/91 14870.93 13342.81
10/31/91 15231.92 13521.60
11/30/91 14670.38 12976.68
12/31/91 16273.85 14461.21
01/31/92 16763.21 14192.24
02/29/92 17408.75 14376.73
03/31/92 17065.15 14096.39
04/30/92 16940.21 14510.82
05/31/92 17002.68 14581.92
06/30/92 16721.56 14364.65
07/31/92 17398.34 14952.17
08/31/92 16940.21 14645.65
09/30/92 17127.62 14818.47
10/31/92 17460.81 14870.33
11/30/92 18210.47 15377.41
12/31/92 18783.92 15566.55
01/31/93 19306.58 15697.31
02/28/93 19263.92 15910.80
03/31/93 19957.25 16246.51
04/30/93 19338.58 15853.35
05/31/93 19882.58 16278.22
06/30/93 20277.24 16325.42
07/31/93 20234.58 16260.12
08/31/93 21119.91 16876.38
09/30/93 21706.57 16746.43
10/31/93 21493.24 17093.08
11/30/93 20767.91 16930.70
12/31/93 21408.36 17135.56
01/31/94 22447.38 17718.17
02/28/94 22344.62 17238.01
03/31/94 21339.85 16486.43
04/30/94 21944.99 16697.46
05/31/94 21750.89 16971.30
06/30/94 21088.66 16555.50
07/31/94 21408.36 17098.52
08/31/94 22607.22 17799.56
09/30/94 21785.14 17363.47
10/31/94 22207.60 17754.15

$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Fidelity
Stock Selector on September 28, 1990, when the fund started. As the chart
shows, by October 31, 1994, the value of your investment would have grown
to $22,208 - a 122.08% 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 $17,754 - a
77.54% 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

MARKET RECAP
Rising interest rates contributed
to below average returns in the
U.S. stock market during the 12
months ended October 31, 1994.
The Standard & Poor's 500 stock
index finished the 12-month
period with a total return of 3.87%
- - below its historical average of
more than 10%. After three
months of steady gains, stocks
stumbled from February through
June 1994. During that time, the
Federal Reserve Board raised
short-term interest rates four
times in an effort to curb possible
future inflation triggered by a
strengthening economy. Higher
rates hurt stocks because they
raise the cost of borrowing for
companies and consumers, often
dampening future corporate
profits. In addition, higher rates
often make bonds and other
fixed-income investments more
attractive relative to stocks.
Despite a fifth Fed rate hike in
August, the market rallied from
July through October, fueled by
strengthening corporate earnings
and a flurry of merger and
acquisition activity. Overseas,
results were mixed. Japanese
stocks surged in early 1994, only
to stall over the summer. After
suffering corrections early in the
year, several emerging markets
- - most notably Brazil -
bounced back strongly over the
summer. The Morgan Stanley
EAFE (Europe, Australia, Far
East) index returned 10.09% for
the 12 months ended October 31,
while the Morgan Stanley
Emerging Markets Free index
was up 29.36% during the same
period.
An interview with Brad Lewis, Portfolio Manager of Fidelity Stock Selector
Q. BRAD, HOW DID THE FUND DO?
A. Results were mixed. Stock Selector returned 3.32% for the 12 months
ended October 31, 1994, slightly below the 3.87% return of the S&P 500. The
fund did well against the average growth fund as tracked by Lipper
Analytical Services, which had a total return of 1.54% for the same time
period.
Q. WHAT KEY FACTORS HELPED THE FUND'S PERFORMANCE THIS YEAR?
A. Stock Selector invests heavily in mid-cap and small-cap stocks. These
holdings have been a handicap this year due to extremely poor market
breadth. Stocks that have done well have been limited to more established
or "blue chip" stocks. There's no question, however, that the fund's
foreign market exposure helped cushion the blow of this year. I constantly
feed the neural network - the computerized modeling system I developed -
economic data such as interest rates and unemployment figures to determine
which foreign markets should outperform U.S. stocks. Typically, I try to
simultaneously buy the country that's coming out of a recession and sell
the one at the top of the business cycle. In the past six months, the
econometric models I used showed the domestic economy near the top of its
growth cycle while others, especially Japan, were coming out of a
recession. With large exporters such as Mitsubishi Electric and Ricoh
leading the way, the fund had about 9% of its assets in Japanese stocks.
Q. WHAT RECENT ENHANCEMENTS HAVE YOU MADE TO THE COMPUTER MODEL FOR STOCK
SELECTOR?
A. We're always trying to build a better mousetrap. I've implemented a new
valuation model that analyzes variances in balance sheet items, cash flow
and historical price movements to determine which stocks should be bought
and sold for the portfolio. Previously, the model spent more time analyzing
estimate revisions and quarterly earnings growth to make those decisions.
Also, simply because of increased computer capacity, I can juggle six times
more data and use more than 100 variables to analyze 2,800 stocks. Because
I can analyze data more quickly and efficiently, I can do a better job of
forecasting returns. Additionally, I've had some luck perfecting a
relatively short-term model that forecasts market returns. I will be using
it to help manage the fund's cash.
Q. HAVE YOU MADE ANY SIGNIFICANT CHANGES TO THE FUND'S INDUSTRY MIX?
A. Yes. The biggest change has been in the technology sector. I reduced the
fund's technology holdings from 21.6% six months ago to about 12%.
Technology stocks are cyclical in nature; their prices rise and fall on a
regular basis. After a very strong year or so, technology stocks started to
fall in the early spring. Though earnings had been good, investors began
worrying about stocks getting too expensive and being unable to maintain
their recent earnings growth.
Q. WHY ARE IBM AND PHILIP MORRIS PART OF THE FUND'S TOP 10 HOLDINGS?
A. The common stocks of strong and healthy U.S. companies have been the
lifeblood of this fund. Recently, my research and analysis has identified
IBM and Philip Morris, among others, as having the attributes of winners.
Such characteristics include attractive industry valuation and positive
quarterly earnings growth. IBM, which has moved from number 10 to number
two in the fund's holdings, boasts above average relative strength and in
the past six months alone appreciated 30%. Other stocks in the fund that
did well during the last half of the fiscal year include Teradyne, which,
though out of the fund now, was up substantially in the past six months,
and Micron Technology which was up nearly 10% from six months ago.
Q. WHAT INVESTMENTS DIDN'T TURN OUT AS YOU HAD HOPED?
A. There's no question that the fund's biggest single disappointment was
General Motors. GM had been the top holding of the fund six months ago and
the neural network had identified it as poised for above-average returns.
The company's earnings were excellent and the economy was strong and
growing. Then the market changed. When interest rates continued to rise,
auto stocks, which are cyclical in nature and rise and fall with the
economy, began to sell off. Doubts about future earnings cropped up and the
stock fell sharply, losing nearly 30% of its value in six months. To avoid
such problems in the future we have rolled up our sleeves and written
several thousand lines of FORTRAN code in an effort to model short-term
technical stock moves. The early results are encouraging and I hope to
overlay this new research on my longer-term fundamental models during the
1995 fiscal year.
Q. WHAT'S THE OUTLOOK FOR 1995?
A. I expect the market environment to continue to be tough for a while.
There is great potential with the access to foreign markets and the
experience we're getting in learning how to better interpret that
information. The consistency and discipline associated with this fund will
help to get it through. A neural network is really something that you can
train and a well-trained neural network should find attractive stocks to
help it beat the market in most environments.
FUND FACTS
GOAL: to increase the value
of the fund's shares by using
quantitative analysis to target
individual stocks with the
greatest potential for growth
START DATE: September 28,
1990
SIZE: as of October 31, 1994,
more than $811 million
MANAGER: Brad Lewis, since
September 1990; manager,
Fidelity Disciplined Equity,
since December 1988, and
Fidelity Small Cap Stock,
since June 1993; joined
Fidelity in 1985
(checkmark)
BRAD LEWIS ON SEGREGATING
DATA INDUSTRY ANALYSIS
"As technology improves,
more data becomes available
for analysis. Whether that
information is used in a
traditional way or in more
formal, technical ways
depends on the portfolio
manager. The important thing
is to be able to use all of the
available data in a meaningful
way. Because of
technological strides made
only in the past several
months, I can develop and
use much more complex
models than I could before on
my personal computer. One of
the best new uses I've found
for technology is segregating
industry data. What I mean is,
slicing and dicing information
to isolate factors that affect
different kinds of stocks and
to what extent. For instance,
interest rates, unemployment
figures and earnings
estimates influence returns of
the utility sector much
differently than retail stocks.
By putting this kind of
information to work, we can
potentially improve returns for
the fund."
(solid bullet) Finance was the fund's
largest sector at 12.7%, down
from 15.8% six months ago.
(solid bullet) Short-term investments
were at 20.2% of the fund at
the end of the period, up from
8.7% on April 30, 1994.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Philip Morris Companies, Inc. 3.3 -

International Business 3.1 1.9
Machines Corp.

du Pont (E.I.) de Nemours & Co. 2.2 -

Micron Technology, Inc. 2.1 2.3

Citicorp 1.9 -

Pfizer, Inc. 1.9 -

General Motors Corp. 1.8 2.4

Procter & Gamble Co. 1.8 -

Sprint Corp. 1.6 1.9

Chase Manhattan Corp. 1.6 0.8

TOP FIVE INDUSTRIES AS OF OCTOBER 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO

Finance 12.7 15.8

Technology 12.0 21.6

Basic Industries 9.3 1.2

Nondurables 8.2 1.6

Durables 5.8 12.2

ASSET ALLOCATION
AS OF OCTOBER 31, 1994* AS OF APRIL 30, 1994**
Row: 1, Col: 1, Value: 20.2
Row: 1, Col: 2, Value: 39.8
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 1, Value: 8.699999999999999
Row: 1, Col: 2, Value: 41.3
Row: 1, Col: 3, Value: 50.0
Stocks 79.8%
Short-term
Investments 20.2%
TOTAL FOREIGN 17.4%
ISSUES
Stocks 91.3%
Short-term
Investments 8.7%
TOTAL FOREIGN 16.6%
ISSUES

*
**
INVESTMENTS OCTOBER 31, 1994

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 79.8%
SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 1.2%
Aviall, Inc. 6,200 $ 62,003
Martin Marietta Corp. 98,500 4,518,688
McDonnell Douglas Corp. 34,800 4,906,800
Northrop Corp. 19,000 833,625

10,321,116
BASIC INDUSTRIES - 9.3%
CHEMICALS & PLASTICS - 4.8%
Applied Extrusion Technologies Inc. (a) 28,000 332,500
Arcadian Partners LP (Preference Unit) 6,200 148,800
du Pont (E.I.) de Nemours & Co. 308,900 18,418,163
Foamex International, Inc. (a) 43,000 387,000
Hanna (M.A.) Co. 19,000 486,875
Lyondell Petrochemical Co. 133,000 3,640,875
Praxair, Inc. 132,000 3,052,500
Sterling Chemical, Inc. (a) 68,700 832,988
Union Carbide Corp. 315,700 10,457,563
Wellman, Inc. 75,900 2,495,213
40,252,477
IRON & STEEL - 0.1%
Acme Metals, Inc. (a) 12,000 242,250
Armco, Inc. (a) 46,000 327,750
Quanex Corp. 14,000 348,250
918,250
METALS & MINING - 0.5%
Alumax, Inc. (a) 49,000 1,457,750
ASARCO, Inc. 80,700 2,531,963
Brush Wellman, Inc. 16,000 268,000
Castech Aluminum Group (a) 5,600 82,600
4,340,313
PACKAGING & CONTAINERS - 0.6%
Corning, Inc. 142,000 4,828,000
PAPER & FOREST PRODUCTS - 3.3%
Boise Cascade Corp. 59,000 1,563,500
Chesapeake Corp. 23,000 713,000
Federal Paper Board Co., Inc. 76,000 2,280,000
Georgia-Pacific Corp. 148,000 10,933,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - CONTINUED
Jefferson Smurfit Corp. (a) 113,000 $ 1,836,250
Scott Paper Co. 147,000 9,720,375
27,046,625
TOTAL BASIC INDUSTRIES 77,385,665
CONGLOMERATES - 0.5%
Lancaster Colony Corp. 25,000 868,750
Mark IV Industries, Inc. 24,000 510,000
Teledyne, Inc. 31,000 530,875
Tyco Laboratories, Inc. 42,500 2,050,625

3,960,250
CONSTRUCTION & REAL ESTATE - 3.3%
BUILDING MATERIALS - 1.0%
Armstrong World Industries, Inc. 131,600 5,461,400
Ply-Gem Industries, Inc. 26,800 576,200
Southdown, Inc. (a) 14,000 243,250
USG Corp. (a) 97,000 1,903,625
8,184,475
CONSTRUCTION - 1.0%
Daiwa House Industry Co. Ltd. 202,000 2,793,252
Fujita Corp. 277,000 1,669,346
Maeda Construction 180,000 2,006,089
Obayashi Corp. 245,000 1,749,547
Redman Industries, Inc. (a) 15,000 256,875
Ryland Group, Inc. 8,000 129,000
8,604,109
ENGINEERING - 0.2%
Aoki Corp. 360,000 1,708,891
REAL ESTATE - 1.0%
Cheung Kong Ltd. 550,000 2,647,860
Hong Kong Land Holdings Ltd. 1,014,272 2,599,014
Sun Hung Kai Properties Ltd. 400,000 3,054,224
8,301,098
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - 0.1%
Weeks Corp. 23,100 $ 482,213
TOTAL CONSTRUCTION & REAL ESTATE 27,280,786
DURABLES - 5.8%
AUTOS, TIRES, & ACCESSORIES - 4.1%
APS Holding Corp. Class A (a) 25,000 737,500
Aichi Machine Industries 281,000 1,829,740
Borg Warner Automotive, Inc. 6,000 135,000
Breed Technologies, Inc. 264,800 9,367,300
Dana Corp. 61,000 1,563,125
Danaher Corp. 12,000 589,500
General Motors Corp. 383,340 15,141,930
Honda Motor Co. Ltd. 248,000 4,325,060
Jason, Inc. 11,000 104,500
NACCO Industries, Inc. Class A 1,100 64,900
33,858,555
CONSUMER ELECTRONICS - 1.1%
Maytag Co. 170,600 2,708,275
Sony Corp. 95,000 5,793,819
8,502,094
HOME FURNISHINGS - 0.0%
Welcome Home (a) 28,800 273,600
TEXTILES & APPAREL - 0.6%
Fieldcrest Cannon, Inc. (a) 9,000 229,500
Haggar Corp. 30,000 720,000
St. John Knits (a) 36,400 1,110,200
Wacoal Corp. 259,000 3,127,083
5,186,783
TOTAL DURABLES 47,821,032
ENERGY - 2.2%
COAL - 0.0%
Eastern Enterprises Co. 13,000 338,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

ENERGY - CONTINUED
ENERGY SERVICES - 0.4%
Newpark Resources, Inc. (a) 31,000 $ 713,000
Smith International, Inc. (a) 137,900 2,309,825
3,022,825
OIL & GAS - 1.8%
Ashland Oil, Inc. 165,800 6,445,475
Camco International, Inc. 15,000 309,375
Nippon Oil Co. Ltd. 313,000 2,260,977
Norsk Hydro AS ADR 143,500 5,775,875
Tesoro Petroleum Corp. (a) 28,000 262,500
15,054,202
TOTAL ENERGY 18,415,027
FINANCE - 12.7%
BANKS - 7.3%
Aomori Bank Ltd. 261,000 1,642,948
BayBanks, Inc. 41,900 2,419,725
CCB Financial Corp. 2,800 112,700
Chase Manhattan Corp. 361,893 13,028,148
Citicorp 335,000 15,996,250
Commerce Bancorp, Inc. 12,000 225,000
First Bank System, Inc. 90,500 3,371,125
First Chicago Corp. 94,000 4,606,000
Fleet Financial Group, Inc. 915 31,339
Hokkaido Bank Ltd. 392,000 1,747,524
Hokuriku Bank Ltd. 222,000 1,676,941
Iwate Bank 65,000 3,622,104
Kiyo Bank Ltd. 273,000 2,056,550
Michigan National Corp. 23,700 1,842,675
Midlantic Corp. 107,800 3,018,400
NBD Bancorp, Inc. 62,000 1,906,500
NationsBank Corp. 2,488 123,156
North Fork Bancorporation, Inc. 10,456 159,454
Peoples Heritage Financial Group, Inc. 36,000 506,250
Signet Banking Corp. 885 30,090
Toho Bank Ord. 293,000 2,343,273
Wells Fargo & Co. 139 20,659
60,486,811
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

FINANCE - CONTINUED
CLOSED END INVESTMENT COMPANY - 1.0%
Five Arrows Chile Investment Trust Ltd. 950,000 $ 2,584,000
Growth Fund of Spain, Inc. (a) 500,000 5,125,000
GT Chile Growth Fund 10,000 335,000
8,044,000
CREDIT & OTHER FINANCE - 1.4%
Corporacion Bancaria de Espana SA sponsored ADR 225,000 4,331,250
Daiei Finance, Inc. 332,000 2,689,439
Dean Witter Discover & Co. 52,500 2,027,813
Foothill Group, Inc., Class A 13,000 195,000
Orient Finance Co., Ltd. 247,000 1,618,544
United Companies Financial Corp. 39,500 1,313,375
12,175,421
FEDERAL SPONSORED CREDIT - 0.1%
Federal Home Loan Mortgage Corp. 8,000 436,000
INSURANCE - 1.7%
Allied Group, Inc. 8,000 234,000
American Reinsurance Corp. 8,000 235,000
American Travellers Corp. (a) 31,000 538,625
CIGNA Corp. 120,300 7,924,763
CMAC Investments 19,000 522,500
MGIC Investment Corp. 69,000 2,164,875
Pxre Corp. 19,000 467,875
Progressive Corp. (Ohio) 24,000 912,000
Protective Life Corp. 2,000 90,000
USF&G Corp. 72,000 981,000
USLICO Corp. 7,000 140,000
Washington National Corp. 6,000 129,750
14,340,388
SAVINGS & LOANS - 0.2%
Dime Bancorp, Inc. (a) 116,000 1,015,000
TCF Financial Corp. 14,100 549,900
1,564,900
SECURITIES INDUSTRY - 1.0%
Alex. Brown, Inc. 30,800 850,850
Merrill Lynch & Co., Inc. 150,000 5,906,250
Paine Webber Group, Inc. 64,000 976,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

FINANCE - CONTINUED
SECURITIES INDUSTRY - CONTINUED
Pioneer Group, Inc. 2,100 $ 98,700
Schwab (Charles) Corp. 27,000 958,500
8,790,300
TOTAL FINANCE 105,837,820
HEALTH - 4.9%
DRUGS & PHARMACEUTICALS - 3.5%
American Cyanamid Co. 66,700 6,586,625
Daiichi Seiyaku Co. Ltd. 217,000 3,291,782
Pfizer, Inc. 215,000 15,936,875
Takeda Chemical Industries Ltd. 259,000 3,207,264
29,022,546
MEDICAL EQUIPMENT & SUPPLIES - 0.1%
Millipore Corp. 23,100 1,186,763
MEDICAL FACILITIES MANAGEMENT - 1.3%
Charter Medical Corp. (a) 34,000 841,500
Employee Benefit Plans, Inc. (a) 40,200 457,275
Humana, Inc. (a) 380,900 9,284,438
10,583,213
TOTAL HEALTH 40,792,522
HOLDING COMPANIES - 0.4%
Jardine Matheson & Co. Ltd. Ord. 300,000 2,494,500
Leucadia National Corp. 9,000 349,875

2,844,375
INDUSTRIAL MACHINERY & EQUIPMENT - 4.8%
ELECTRICAL EQUIPMENT - 0.8%
ECC International Corp. (a) 29,000 319,000
Hutchison Whampoa Ltd. Ord. 920,000 4,250,547
Mitsubishi Electric Co. Ord. 295,000 2,207,057
6,776,604
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 3.4%
Clark Equipment Co. (a) 70,800 $ 4,964,850
Deere & Co. 158,000 11,336,500
Indresco, Inc. 16,000 200,000
Kennametal, Inc. 78,575 2,209,922
Nokia AB Free shares 50,000 7,530,972
Parker-Hannifin Corp. 20,600 963,050
TRINOVA Corp. 7,700 269,500
Valmont Industries, Inc. 5,000 83,750
27,558,544
POLLUTION CONTROL - 0.6%
Browning-Ferris Industries, Inc. 165,100 5,241,925
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 39,577,073
MEDIA & LEISURE - 3.1%
BROADCASTING - 1.6%
Capital Cities/ABC, Inc. 152,000 12,635,000
Heritage Media Corp. Class A (a) 17,000 412,250
13,047,250
ENTERTAINMENT - 0.1%
MGM Grand, Inc. (a) 29,000 895,375
LEISURE DURABLES & TOYS - 1.3%
Brunswick Corp. 30,000 615,000
Callaway Golf Co. 176,900 6,766,425
Champion Enterprises, Inc. 8,000 284,000
Fleetwood Enterprises, Inc. 93,500 2,150,500
Nintendo Co. Ltd. Ord. 24,000 1,347,299
11,163,224
LODGING & GAMING - 0.1%
La Quinta Motor Inns, Inc. 27,975 702,872
Prime Hospitality Corp. (a) 31,200 241,800
944,672
RESTAURANTS - 0.0%
Uno Restaurant Corp. 4,000 54,000
TOTAL MEDIA & LEISURE 26,104,521
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

NONDURABLES - 8.2%
BEVERAGES - 0.2%
Kirin Brewery Co. Ltd. 180,000 $ 2,154,688
FOODS - 2.4%
Archer-Daniels-Midland Co. 363,015 10,391,304
Chiquita Brands International, Inc. 101,000 1,249,875
ConAgra, Inc. 101,900 3,171,638
Hudson Foods, Inc. Class A 57,600 1,267,200
IBP, Inc. 107,400 3,665,025
19,745,042
HOUSEHOLD PRODUCTS - 2.0%
Guest Supply, Inc. (a) 13,000 234,000
Procter & Gamble Co. 233,000 14,562,500
Shiseido Co. Ltd. 177,000 2,137,041
16,933,541
TOBACCO - 3.6%
Philip Morris Companies, Inc. 449,800 27,550,250
RJR Nabisco Holdings Corp. 300,000 2,062,500
29,612,750
TOTAL NONDURABLES 68,446,021
RETAIL & WHOLESALE - 4.4%
APPAREL STORES - 0.3%
United States Shoe Corp. 144,000 2,574,000
GENERAL MERCHANDISE STORES - 1.8%
Bradlees, Inc. 16,800 258,300
Broadway Stores, Inc. (a) 34,000 382,500
Dayton Hudson Corp. 35,500 2,751,250
Penney (J.C.) Co., Inc. 216,000 10,935,000
Younkers, Inc. (a) 20,500 399,750
14,726,800
GROCERY STORES - 1.5%
Dairy Farm International Holdings Ltd. Ord. 2,000,000 2,601,260
Kroger Co. (The) (a) 177,200 4,629,350
Penn Traffic Co. (a) 3,000 123,750
Safeway, Inc. (a) 179,400 5,292,300
12,646,660
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 0.8%
Corporate Express (a) 3,400 $ 76,500
Nichimen Corp. Ltd. 372,000 1,735,142
Tiffany & Company, Inc. 15,000 585,000
Waban, Inc. (a) 46,000 816,500
Williams-Sonoma, Inc. (a) 96,000 3,312,000
6,525,142
TOTAL RETAIL & WHOLESALE 36,472,602
SERVICES - 0.4%
LEASING & RENTAL - 0.0%
GATX Corp. 9,000 379,125
PRINTING - 0.2%
Cyrk, Inc. (a) 36,000 1,404,000
SERVICES - 0.2%
Manpower, Inc. 50,100 1,459,163
Norrell Corp. GA (a) 1,000 19,500
1,478,663
TOTAL SERVICES 3,261,788
TECHNOLOGY - 12.0%
COMMUNICATIONS EQUIPMENT - 1.1%
Plantronics, Inc. (a) 5,000 153,750
Telco Systems, Inc. (a) 24,000 420,000
Tellabs, Inc. (a) 176,500 8,604,375
9,178,125
COMPUTER SERVICES & SOFTWARE - 0.2%
Equifax Inc. 47,000 1,368,875
Frame Technology Corp. (a) 16,800 243,600
1,612,475
COMPUTERS & OFFICE EQUIPMENT - 4.2%
Exabyte (a) 90,600 1,993,200
International Business Machines Corp. 345,600 25,747,200
Metrologic Instruments Inc. (a) 1,200 15,300
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Quantum Corp. (a) 279,700 $ 4,300,388
RICOH Co. Ltd. Ord. 291,000 2,897,839
34,953,927
ELECTRONIC INSTRUMENTS - 1.2%
KLA Instruments Corp. (a) 132,100 6,968,275
Tektronix, Inc. 87,700 3,332,600
10,300,875
ELECTRONICS - 3.3%
Cascade Communications Corp. (a) 1,900 105,925
Flextronics International (a) 7,900 112,575
Hitachi Ltd. 759,000 7,910,738
International Rectifier Corp. (a) 15,000 348,750
Micron Technology, Inc. 449,750 17,821,344
Photronics, Inc. (a) 12,000 324,000
Sierra Semiconductor Corp. (a) 49,000 753,375
27,376,707
PHOTOGRAPHIC EQUIPMENT - 2.0%
Eastman Kodak Co. 258,000 12,416,250
Fuji Photo Film Co. Ltd. 176,000 4,195,449
16,611,699
TOTAL TECHNOLOGY 100,033,808
TRANSPORTATION - 1.5%
AIR TRANSPORTATION - 0.4%
Alaska Air Group, Inc. (a) 35,000 612,500
Cathay Pacific Airways Ltd. 2,000,000 2,963,640
3,576,140
RAILROADS - 0.3%
Southern Pacific Rail Corp. (a) 93,000 1,615,875
Wisconsin Central Transportation Corp. 20,000 920,000
2,535,875
SHIPPING - 0.3%
Shun Tak Holdings Ltd. 2,500,000 2,200,075
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - 0.5%
Federal Express Corp. (a) 58,300 $ 3,541,725
Swift Transportation Co., Inc. (a) 16,000 692,000
4,233,725
TOTAL TRANSPORTATION 12,545,815
UTILITIES - 5.1%
ELECTRIC UTILITY - 2.5%
American Electric Power Co., Inc. 110,000 3,520,000
Consolidated Edison Co. of New York, Inc. 131,000 3,258,625
Empresa Nacional De Electricidad SA sponsored ADR 125,000 5,734,375
FPL Group, Inc. 109,000 3,610,625
Hong Kong Electric Holdings Ord. 1,500,000 4,717,227
20,840,852
GAS - 0.2%
Columbia Gas System, Inc. (The) (a) 44,800 1,248,800
TELEPHONE SERVICES - 2.4%
Sprint Corp. 413,800 13,500,225
Telefonica de Espana SA sponsored ADR 150,000 6,075,000
US Long Distance Corp (a) 21,200 213,325
19,788,550
TOTAL UTILITIES 41,878,202
TOTAL COMMON STOCKS
(Cost $622,666,341) 662,978,423
U.S. TREASURY OBLIGATIONS - 0.7%
PRINCIPAL
AMOUNT
U.S. Treasury Bills, yields at date of purchase
4.46% to 5.02%, 12/8/94 to 1/12/95
(Cost $5,551,686) $ 5,600,000 5,552,249
REPURCHASE AGREEMENTS - 19.5%
MATURITY VALUE (NOTE 1)
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 4.78%
dated 10/31/94 due 11/1/94 $ 162,644,593 $ 162,623,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $790,841,027) $ 831,153,672
LEGEND
1. Non-income producing
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 82.6%
Japan 9.3
Hong Kong 3.4
Spain 2.6
Others 2.1
TOTAL 100.0%
INCOME TAX INFORMATION
At October 31,1994, the aggregate cost of investment securities for income
tax purposes was $790,894,087. Net unrealized appreciation aggregated
$40,259,585, of which $62,948,038 related to appreciated investment
securities and $22,688,453 related to depreciated investment securities.
The fund hereby designates $6,712,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1994

ASSETS

Investment in securities, at value (including repurchase $ 831,153,672
agreements of $162,623,000) (cost $790,841,027) -
See accompanying schedule

Cash 407

Receivable for investments sold 1,373,963

Receivable for fund shares sold 2,025,688

Dividends receivable 1,144,890

Other receivables 85,955

TOTAL ASSETS 835,784,575

LIABILITIES

Payable for investments purchased $ 19,997,474

Payable for fund shares redeemed 2,789,134

Accrued management fee 485,491

Payable for daily variation on futures contracts 347,406

Other payables and accrued expenses 382,345

TOTAL LIABILITIES 24,001,850

NET ASSETS $ 811,782,725

Net Assets consist of:

Paid in capital $ 733,151,513

Undistributed net investment income 4,515,327

Accumulated undistributed net realized gain (loss) on 33,798,052
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 40,317,833
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 41,734,179 shares outstanding $ 811,782,725

NET ASSET VALUE, offering price and redemption price per $19.45
share ($811,782,725 (divided by) 41,734,179 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED OCTOBER 31, 1994

INVESTMENT INCOME $ 10,947,509
Dividends

Interest 3,955,428

TOTAL INCOME 14,902,937

EXPENSES

Management fee $ 4,414,023
Basic fee

Performance adjustment 704,858

Transfer agent fees 2,048,360

Accounting fees and expenses 365,067

Non-interested trustees' compensation 4,056

Custodian fees and expenses 113,196

Registration fees 155,658

Audit 45,848

Legal 5,230

Interest 3,707

Report to shareholders 73,032

Miscellaneous 8,251

Total expenses before reductions 7,941,286

Expense reductions (190,350) 7,750,936

NET INVESTMENT INCOME 7,152,001

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

Investment securities 36,246,707

Foreign currency transactions 16,652

Futures contracts 596,245 36,859,604

Change in net unrealized appreciation (depreciation) on:

Investment securities (21,948,418)

Futures contracts (1,025,725)

Assets and liabilities in foreign currencies 5,188 (22,968,955)

NET GAIN (LOSS) 13,890,649

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 21,042,650
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1994 1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 7,152,001 $ 6,992,190
Net investment income

Net realized gain (loss) 36,859,604 34,328,537

Change in net unrealized appreciation (depreciation) (22,968,955) 45,704,313

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 21,042,650 87,025,040
FROM OPERATIONS

Distributions to shareholders (8,457,602) (1,691,009)
From net investment income

From net realized gain (30,735,823) (5,411,648)

TOTAL DISTRIBUTIONS (39,193,425) (7,102,657)

Share transactions 823,786,159 535,316,405
Net proceeds from sales of shares

Reinvestment of distributions 38,405,444 6,882,298

Cost of shares redeemed (631,684,410) (283,674,942)

Net increase (decrease) in net assets resulting from 230,507,193 258,523,761
share transactions

TOTAL INCREASE (DECREASE) IN NET ASSETS 212,356,418 338,446,144

NET ASSETS

Beginning of period 599,426,307 260,980,163

End of period (including undistributed net investment $ 811,782,725 $ 599,426,307
income of $4,515,327 and $8,267,178, respectively)

OTHER INFORMATION
Shares

Sold 42,750,832 29,065,365

Issued in reinvestment of distributions 2,080,468 400,825

Redeemed (32,841,454) (15,281,181)

Net increase (decrease) 11,989,846 14,185,009

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEAR ENDED OCTOBER 31, SEPTEMBER 28,
1990
(COMMENCEMENT OF
OPERATIONS) TO
OCTOBER 31,

1994 1993 1992 1991 1990

SELECTED PER-SHARE DATA

Net asset value, $ 20.15 $ 16.77 $ 15.19 $ 9.80 $ 10.00
beginning of period

Income from
Investment
Operations

Net investment .16 .19 .16 .12 .02
income

Net realized and .44 3.61 1.97 5.30 (.22)
unrealized gain (loss)

Total from investment .60 3.80 2.13 5.42 (.20)
operations

Less Distributions (.28) (.10) (.08) (.03) -
From net investment
income

From net realized (1.02) (.32) (.47) - -
gain

Total distributions (1.30) (.42) (.55) (.03) -

Net asset value, end of $ 19.45 $ 20.15 $ 16.77 $ 15.19 $ 9.80
period

TOTAL RETURNB, C 3.32% 23.09 14.63 55.43 (2.00)%
% % %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 811,783 $ 599,426 $ 260,980 $ 98,737 $ 686
period (000 omitted)

Ratio of expenses to 1.09% 1.10 1.22 1.43 2.50%A,
average net assetsD % % % E

Ratio of expenses to 1.12% 1.11 1.22 1.43 2.50%A,
average net assets % % % E
before expense
reductionsD

Ratio of net investment 1.01% 1.52 1.43 1.20 2.27%A
income to average % % %
net assets

Portfolio turnover rate 187% 192 268 317 207%A
% % %

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
D SEE NOTE 7 OF NOTES TO FINANCIAL STATEMENTS.
E LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1994

1. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity Stock Selector (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 of their purchase date are
valued at amortized cost or original cost plus accrued interest, both of
which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Effective November 1, 1993, the fund adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts, disposition
of foreign currencies, currency gains and losses realized between the trade
and settlement dates on securities transactions, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. Further, as permitted under the SOP, the effects of
changes in foreign currency exchange rates on investments in securities are
not segregated in the Statement of Operations from the effects of changes
in market prices of those securities, but are included with the net
realized and unrealized gain or loss on investment in securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes 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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
as the fund is informed of the ex-dividend date. Interest income is accrued
as earned. Investment income is recorded net of foreign taxes withheld
where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS.
Distributions are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
futures transactions, foreign currency transactions, non-taxable dividends
and losses deferred due to wash sales. The fund also utilized earnings and
profits distributed to shareholders on redemption of shares as a part of
the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect net investment income per share. 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.
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 the beginning of the fiscal year have been
reclassified to reflect an increase in paid in capital of $6,413,609 a
decrease in undistributed net investment income of $1,483,058 and a
decrease in accumulated net realized gain on investments of $4,930,551.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. The U.S. dollar value of forward foreign currency
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
2. OPERATING POLICIES -
CONTINUED
FORWARD FOREIGN CURRENCY
CONTRACTS - CONTINUED
the contract. Purchases and sales of forward foreign currency contracts
having the same settlement date and broker are offset and any realized gain
(loss) is recognized 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 fund, along with other affiliated
entities of FMR, may transfer uninvested cash balances into one or more
joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by the
SEC, the fund, along with other registered investment companies having
management contracts with FMR, may participate in an interfund lending
program. This program provides an alternative credit facility allowing the
fund to borrow from, or lend money to, other participating funds.
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures and options
contracts, and may also write options. 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.
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 $1,286,243,416 and $1,150,242,990, respectively.
The market value of futures contracts opened and closed during the period
amounted to $431,610,273 and $482,666,294 respectively.
4. FEES AND OTHER
TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthlybasic fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of the
fund. The group fee rate is the weighted average of a series of rates and
is based on the monthly average net assets of all the mutual funds advised
by FMR. The rates ranged from .2850% to .5200% for the period November 1,
1993 to July 31, 1994 and .2700% to .5200% for the period August 1, 1994 to
October 31, 1994. In the event that these rates were lower than the
contractual rates in effect during those periods, FMR voluntarily
implemented the above rates, as they resulted in the same or a lower
management fee. The annual individual fund fee rate is .30%. The basic fee
is subject to a performance adjustment (up to a maximum of (plus/minus)
.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 annual rate of .72% of average net
assets
TRANSFER AGENT FEES. 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 FEES. 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 $231,281 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 $17,937,000 and $16,013,750,
respectively. The weighted average interest rate was 3.62%. Interest earned
from the interfund lending program amounted to $6,423 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
6. BANK BORROWINGS - CONTINUED
average daily loan balances during the periods for which loans were
outstanding amounted to $10,622,000 and $10,622,000, respectively. The
weighted average interest rate was 4.19%. Interest expense includes $3,707
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
$190,350 under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity
Stock Selector:
We have audited the accompanying statement of assets and liabilities of
Fidelity Capital Trust: Fidelity Stock Selector, including the schedule of
portfolio investments, as of October 31, 1994, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended and the financial
highlights for each of the four years in the period then ended and for the
period September 28, 1990 (commencement of operations) to October 31,
1990. These financial statements and financial highlights are the
responsibility of the fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1994 by correspondence with the
custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Capital Trust: Fidelity Stock Selector as of October 31, 1994,
the results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the
financial highlights for each of the four years in the period then ended
and for the period September 28, 1990 (commencement of operations) to
October 31, 1990, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 6, 1994

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
INVESTMENT SUB-ADVISER
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Bradford F. Lewis, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, 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
Marvin L. Mann*
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
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 Stock 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)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)FIDELITY

DISCIPLINED EQUITY
FUND
ANNUAL REPORT
OCTOBER 31, 1994
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

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

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

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

FINANCIAL STATEMENTS 21 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 25 Notes to the financial statements.

REPORT OF INDEPENDENT 29 The auditor's opinion.
ACCOUNTANTS

DISTRIBUTIONS 30

Disciplined Equity 4.01% 88.70% 150.03%

S&P 500(registered trademark) 3.87% 62.17% 105.11%

Average Growth Fund 1.54% 60.69% 99.94%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
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
Composite Index of 500 Stocks - a common proxy for the U.S. stock market.
You can also compare them to the average growth fund, which reflects the
performance of 537 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 OCTOBER 31, 1994 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Disciplined Equity 4.01% 13.54% 16.97%

S&P 500(registered trademark) 3.87% 10.15% 13.07%

Average Growth Fund 1.54% 9.66% 12.24%

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
Disciplined Equity (315) Standard & Poor's 5
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
05/31/94 24184.23 19606.42
06/30/94 23497.78 19126.06
07/31/94 24078.62 19753.40
08/31/94 25306.32 20563.29
09/30/94 24580.26 20059.48
10/31/94 25002.69 20510.82

$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 October 31, 1994, the value of your investment would have
grown to $25,003 - a 150.03% 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
$20,511 - a 105.11% 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

MARKET RECAP
Rising interest rates contributed
to below average returns in the
U.S. stock market during the 12
months ended October 31, 1994.
The Standard & Poor's 500 stock
index finished the 12-month
period with a total return of 3.87%
- - below its historical average of
more than 10%. After three
months of steady gains, stocks
stumbled from February through
June 1994. During that time, the
Federal Reserve Board raised
short-term interest rates four
times in an effort to curb possible
future inflation triggered by a
strengthening economy. Higher
rates hurt stocks because they
raise the cost of borrowing for
companies and consumers, often
dampening future corporate
profits. In addition, higher rates
often make bonds and other
fixed-income investments more
attractive relative to stocks.
Despite a fifth Fed rate hike in
August, the market rallied from
July through October, fueled by
strengthening corporate earnings
and a flurry of merger and
acquisition activity. Overseas,
results were mixed. Japanese
stocks surged in early 1994, only
to stall over the summer. After
suffering corrections early in the
year, several emerging markets
- - most notably Brazil -
bounced back strongly over the
summer. The Morgan Stanley
EAFE (Europe, Australia, Far
East) index returned 10.09% for
the 12 months ended October 31,
while the Morgan Stanley
Emerging Markets Free index
was up 29.36% during the same
period.
An Interview with Brad Lewis,
Portfolio Manager of Fidelity
Disciplined Equity Fund
Q. BRAD, HOW DID THE FUND DO?
A. It performed better than I expected, considering rising interest rates
and below-average returns in the U.S. stock market. The fund returned
4.01% for the year ended October 31, 1994. That narrowly beat the 3.87%
return for the S&P 500, but was somewhat better than the average growth
fund tracked by Lipper Analytical Services, which had a total return of
1.54% for the same time period.
Q. THE FUND IS DESIGNED TO ROUGHLY MATCH THE INDUSTRY WEIGHTINGS OF THE S&P
500 - AN INDEX YOU TRY TO BEAT EVERY YEAR. HOW DIFFICULT HAS THAT BEEN
THIS YEAR?
A. It's been pretty tough. In the past several months, market breadth has
been horrible. That is, the stocks that have done relatively well have
been limited to more established or "blue chip" stocks. This is proven by
the fact that the Dow Jones Industrial Average, a weighted average made up
of 30 of the country's largest industrial companies, has outperformed the
Russell 2000, which measures a wider range of smaller-to-medium sized
companies. For the year ending October 31, 1994, the DJIA has increased
9.11% while the Russell 2000 has fallen 0.31%. What all of this means is
that in the kind of market we've been experiencing, it's not easy to manage
a fund that holds mid- and small-cap positions and do exceedingly well.
Fortunately, the fund's holdings in the common stocks of liquid,
well-funded companies have helped the fund do fairly well in a generally
lousy market.
Q. WHAT RECENT ENHANCEMENTS HAVE YOU MADE TO THE COMPUTER MODEL FOR
DISCIPLINED EQUITY?
A. We're always trying to build a better mousetrap. I've implemented a new
valuation model that analyzes variances in balance sheet, cash flow and
historical price movements to determine which stocks should be bought and
sold for the portfolio. Previously, the model spent more time analyzing
estimate revisions and quarterly earnings growth to make those decisions.
Also, simply because of increased computer capacity, I can juggle six times
more data and use more than 100 variables to analyze 2,800 stocks. Because
I can analyze data more quickly and efficiently, I can do a better job of
forecasting returns. Additionally, I've also had some luck perfecting a
relatively short-term model which forecasts market returns. I will be
using it to help manage the fund's cash.
Q. WHY HAVE IBM AND DUPONT BECOME PART OF THE FUND'S TOP 10 HOLDINGS?
A. The common stocks of strong and healthy U.S. companies have been the
lifeblood of this fund. Recently, my research and analysis has identified
IBM and duPont, among others, as having the attributes of winners. Such
characteristics include attractive industry valuation and positive
quarterly earnings growth. In addition, IBM boasts above-average relative
strength. In the past six months alone IBM appreciated 30%. Other stocks
in the fund that did well during the last half of the fiscal year include
Mobil, which was up 10% and Philip Morris, which was up 15%. Cyclical
stocks such as Chesapeake Corp. and International Paper Co., both paper
companies, did well because as the economy improved, so did their earnings
and the stock price.
Q. WHAT INVESTMENTS DIDN'T TURN OUT AS YOU HAD HOPED?
A. There's no question that the fund's biggest single disappointment was
General Motors. GM had been a top 10 holding of the fund and the neural
network had identified it as poised for above average returns. The
company's earnings were excellent and the economy was strong and growing.
Then the market changed. When interest rates began to rise, auto stocks,
which are cyclical in nature and rise and fall with the economy, began to
sell off. Doubts about future earnings cropped up and the stock fell
sharply, losing nearly 30% of its value during the past six months. To
avoid future such problems, we have rolled up our sleeves and written
several thousand lines of FORTRAN code in an effort to model short-term
technical moves. The early results are encouraging. I hope to overlay
this new research on my longer-term fundamental models during fiscal year
1995.
Q. WHAT'S YOUR OUTLOOK FOR 1995?
A. I expect the market environment to continue to be challenging for a
while. However, the consistency and discipline associated with this fund
will help it to get through.
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 October 31, 1994,
more than $1 billion
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 SEGREGATING
DATA INDUSTRY ANALYSIS:
"As technology improves,
more data becomes available
for analysis. Whether that
data is used in a traditional
way or in more formal,
technical ways depends on
the portfolio manager. The
important thing is to be able to
use all of the data that is
available in a meaningful way.
Because of technological
strides made only in the past
several months, I can develop
and use much more complex
models than I could before on
my personal computer. One
of the best new uses I've
found for technology is
segregating industry data.
What I mean is, slicing and
dicing information to isolate
factors that affect different
kinds of stocks and to what
extent. For instance, interest
rates, unemployment figures
and earnings estimates
influence returns of the utility
sector much differently than
retail stocks. By putting this
kind of information to work we
can potentially improve
returns for the fund."
(solid bullet) Finance remains the fund's
largest industry holding with
banks making up 4.7% of the
fund, credit and other finance
companies making up 2.6%
and insurance companies
also making up 2.6% of the
fund.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Amoco Corp. 2.8 1.7

Mobil Corp. 2.7 3.0

Schering-Plough Corp. 2.5 2.6

International Business Machines Corp. 2.5 0.5

du Pont (E.I.) de Nemours & Co. 2.3 -

Ameritech Corp. 2.2 1.7

Coca-Cola Company (The) 2.1 -

Philip Morris Companies, Inc. 2.1 0.6

Procter & Gamble Co. 2.0 1.1

Pfizer, Inc. 1.9 0.8

TOP FIVE INDUSTRIES AS OF OCTOBER 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO

Finance 11.2 12.9

Health 11.1 7.1

Utilities 11.0 11.9

Energy 10.3 9.1

Nondurables 9.0 5.9

ASSET ALLOCATION
AS OF OCTOBER 31, 1994 AS OF APRIL 30, 1994
Row: 1, Col: 1, Value: 15.9
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 43.5
Row: 1, Col: 4, Value: 40.0
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
Stocks 83.5%
Bonds 0.6%
Short-term
Investments 15.9%
Stocks 85.0%
Bonds 0.0%
Short-term
Investments 15.0%
INVESTMENTS OCTOBER 31, 1994

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 83.5%
SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 1.0%
AEROSPACE & DEFENSE - 0.6%
McDonnell Douglas Corp. 20,000 $ 2,820
Northrop Corp. 93,000 4,080
6,900
DEFENSE ELECTRONICS - 0.4%
Litton Industries, Inc. 52,000 1,911
Loral Corp. 72,000 2,853
4,764
TOTAL AEROSPACE & DEFENSE 11,664
BASIC INDUSTRIES - 7.1%
CHEMICALS & PLASTICS - 5.6%
Cytec Industries, Inc. 40,000 1,640
du Pont (E.I.) de Nemours & Co. 414,000 24,685
IMC Fertilizer Group, Inc. 28,000 1,190
Lamson & Sessions Co. 5,000 34
Lyondell Petrochemical Co. 132,000 3,614
Monsanto Co. 234,200 17,828
Olin Corp. 27,000 1,482
PPG Industries, Inc. 101,000 4,116
Union Carbide Corp. 182,000 6,029
60,618
IRON & STEEL - 0.1%
Acme Metals, Inc. (a) 13,000 262
Armco, Inc. (a) 51,000 363
Mueller Industries, Inc. (a) 5,000 158
783
METALS & MINING - 0.1%
ASARCO, Inc. 49,000 1,537
PAPER & FOREST PRODUCTS - 1.3%
Chesapeake Corp. 74,000 2,294
International Paper Co. 149,000 11,101
Riverwood International Corp. 14,000 243
13,638
TOTAL BASIC INDUSTRIES 76,576
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

CONGLOMERATES - 1.6%
Dial Corp. (The) 202,000 $ 4,166
Lancaster Colony Corp. 36,000 1,251
Teledyne, Inc. 15,000 257
Textron, Inc. 36,000 1,836
Tyco Laboratories, Inc. 46,348 2,236
United Technologies Corp. 115,000 7,245
TOTAL CONGLOMERATES 16,991
CONSTRUCTION & REAL ESTATE - 1.0%
BUILDING MATERIALS - 0.9%
Armstrong World Industries, Inc. 165,500 6,868
Medusa Corp. 1,000 23
Southdown, Inc. (a) 17,000 295
USG Corp. (a) 104,000 2,041
9,227
CONSTRUCTION - 0.1%
Blount, Inc. Class A 11,000 469
Lennar Corp. 21,000 318
Redman Industries 18,000 308
Ryland Group, Inc. 28,000 451
1,546
TOTAL CONSTRUCTION & REAL ESTATE 10,773
DURABLES - 3.8%
AUTOS, TIRES, & ACCESSORIES - 2.5%
Breed Technologies, Inc. 145,000 5,129
Dana Corp. 62,000 1,589
Danaher Corp. 19,000 933
Eaton Corp. 62,000 3,247
Federal-Mogul Corp. 39,000 887
Ford Motor Co. 454,000 13,393
Jason, Inc. 5,000 48
Smith (A.O.) Corp. Class B 8,000 195
TRW, Inc. 23,000 1,639
27,060
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

DURABLES - CONTINUED
CONSUMER ELECTRONICS - 0.8%
Black & Decker Corp. 103,000 $ 2,588
Harman International Industries, Inc. 4,500 161
Maytag Co. 346,000 5,493
8,242
HOME FURNISHINGS - 0.2%
Bush Industries, Inc. Class A 38,000 993
Levitz Furniture, Inc. (a) 67,000 586
Rhodes, Inc. (a) 22,000 214
1,793
TEXTILES & APPAREL - 0.3%
Farah, Inc. (a) 26,000 214
Haggar Corp. 42,900 1,030
L.A. Gear, Inc. (a) 31,000 217
St. John Knits, Inc. (a) 50,100 1,528
2,989
TOTAL DURABLES 40,084
ENERGY - 10.3%
COAL - 0.4%
Eastern Enterprises Co. 17,000 442
Pittston Company Services Group 163,000 4,503
4,945
ENERGY SERVICES - 0.3%
Smith International, Inc. (a) 177,000 2,965
OIL & GAS - 9.6%
Amerada Hess Corp. 208,000 10,348
Amoco Corp. 475,000 30,103
Atlantic Richfield Co. 153,000 16,581
Coastal Corp. (The) 178,000 5,073
Kerr-McGee Corp. 30,000 1,474
Mobil Corp. 335,900 28,887
Murphy Oil Corp. 36,000 1,715
Phillips Petroleum Co. 177,000 6,527
Tesoro Petroleum Corp. 38,000 356
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

ENERGY - CONTINUED
OIL & GAS - CONTINUED
Texas Meridian Resources Corp. 2,500 $ 34
Union Texas Petroleum Holdings, Inc. 86,000 1,795
102,893
TOTAL ENERGY 110,803
FINANCE - 11.2%
BANKS - 4.7%
Bank of Boston Corp. 116,000 3,335
Chase Manhattan Corp. 364,274 13,114
First Bank System, Inc. 21,000 782
Fleet Financial Group, Inc. 152,000 5,206
Midlantic Corp. 167,000 4,676
NationsBank Corp. 215,870 10,686
Riggs National Corp. (a) 39,000 351
Wells Fargo & Co. 86,000 12,782
50,932
CREDIT & OTHER FINANCE - 2.6%
American Express Co. 327,000 10,055
Dean Witter Discover & Co. 115,000 4,442
GFC Financial Corp. 35,000 1,181
Green Tree Acceptance, Inc. 391,600 10,720
Household International, Inc. 440 16
United Companies Financial Corp. 43,000 1,430
27,844
INSURANCE - 2.6%
American Reinsurance Corp. 4,000 117
CIGNA Corp. 193,000 12,714
CMAC Investments 9,000 247
MBIA, Inc. 140,000 7,577
MGIC Investment Corp. 62,000 1,945
Pxre Corp. 35,000 862
Progressive Corp. (Ohio) 12,000 456
Protective Life Corp. 1,000 45
Provident Life & Accident Insurance Co. of America Class B 7,000 176
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

FINANCE - CONTINUED
INSURANCE - CONTINUED
St. Paul Companies, Inc. (The) 54,000 $ 2,356
SunAmerica, Inc. 21,100 820
USF&G Corp. 76,000 1,036
28,351
SAVINGS & LOANS - 0.2%
Dime Bancorp, Inc. (a) 123,000 1,076
TCF Financial Corp. 16,000 624
1,700
SECURITIES INDUSTRY - 1.1%
Alex. Brown, Inc. 25,000 691
Franklin Resources, Inc. 200,000 8,175
Merrill Lynch & Co., Inc. 50,000 1,969
Schwab (Charles) Corp. 13,000 462
11,297
TOTAL FINANCE 120,124
HEALTH - 11.1%
DRUGS & PHARMACEUTICALS - 7.5%
American Cyanamid Co. 173,000 17,084
Amgen, Inc. 61,000 3,401
Bio-Rad Laboratories, Inc. Class A 12,000 312
Pfizer, Inc. 273,000 20,236
Schering-Plough Corp. 378,600 26,975
Upjohn Co. 389,000 12,837
80,845
MEDICAL EQUIPMENT & SUPPLIES - 1.6%
Johnson & Johnson 255,000 13,929
Millipore Corp. 70,000 3,596
17,525
MEDICAL FACILITIES MANAGEMENT - 2.0%
Charter Medical Corp. 36,000 891
Employee Benefit Plans, Inc. 21,000 239
Humana, Inc. 284,000 6,922
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - CONTINUED
United America Healthcare Corp. 33,000 $ 949
U.S. Healthcare, Inc. 255,000 12,049
21,050
TOTAL HEALTH 119,420
HOLDING COMPANIES - 0.0%
Leucadia National Corp. 4,000 156
INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%
ELECTRICAL EQUIPMENT - 0.0%
BMC Industries, Inc. 20,000 325
INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%
Briggs & Stratton Corp. 57,200 3,975
Clark Equipment Co. 200,600 14,067
Indresco, Inc. 8,000 100
JLG Industries, Inc. 7,000 266
Parker-Hannifin Corp. 140,000 6,545
Tenneco, Inc. 121,047 5,356
Timken Co. 17,063 595
TRINOVA Corp. 48,000 1,680
Ultratech Stepper, Inc. 24,000 942
Valmont Industries, Inc. 3,000 50
33,576
POLLUTION CONTROL - 0.0%
Western Waste Industries, Inc. 13,000 228
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 34,129
MEDIA & LEISURE - 1.1%
ENTERTAINMENT - 0.1%
Scientific Games Holdings Corp. 29,000 1,276
LEISURE DURABLES & TOYS - 0.8%
Brunswick Corp. 86,000 1,763
Callaway Golf Co. 137,000 5,240
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED
LEISURE DURABLES & TOYS - CONTINUED
Champion Enterprises, Inc. 6,300 $ 224
Fleetwood Enterprises, Inc. 48,000 1,104
8,331
LODGING & GAMING - 0.2%
Aztar Corp. 53,000 318
La Quinta Motor Inns, Inc. 75,000 1,884
2,202
RESTAURANTS - 0.0%
Uno Restaurant Corp. 5,000 68
TOTAL MEDIA & LEISURE 11,877
NONDURABLES - 9.0%
BEVERAGES - 2.2%
Coca-Cola Company (The) 458,000 23,015
Coca-Cola Enterprises, Inc. 27,000 527
23,542
FOODS - 1.9%
Chiquita Brands International, Inc. 345,500 4,276
ConAgra, Inc. 177,000 5,509
Hudson Foods, Inc. Class A 84,300 1,855
IBP, Inc. 258,000 8,804
Michael Foods, Inc. 26,000 257
Sanderson Farms, Inc. 3,000 59
20,760
HOUSEHOLD PRODUCTS - 2.7%
Colgate-Palmolive Co. 90,000 5,490
Guest Supply, Inc. 20,000 360
Helen of Troy Corp. 32,700 609
Procter & Gamble Co. 336,000 21,000
Stanhome, Inc. 21,000 706
28,165
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

NONDURABLES - CONTINUED
TOBACCO - 2.2%
Philip Morris Companies, Inc. 373,000 $ 22,846
RJR Nabisco Holdings Corp. 100,000 688
23,534
TOTAL NONDURABLES 96,001
RETAIL & WHOLESALE - 3.9%
APPAREL STORES - 0.2%
United States Shoe Corp. 126,000 2,252
GENERAL MERCHANDISE STORES - 2.7%
Bradlees, Inc. 10,000 154
Dayton Hudson Corp. 105,000 8,138
Federated Department Stores, Inc. 128,200 2,660
Mercantile Stores Co., Inc. 63,000 2,867
Penney (J.C.) Co., Inc. 294,900 14,929
28,748
GROCERY STORES - 1.0%
Kroger Co. (The) 66,000 1,724
Safeway, Inc. 314,000 9,263
10,987
TOTAL RETAIL & WHOLESALE 41,987
SERVICES - 0.7%
ADVERTISING - 0.0%
ADVO-Systems, Inc. 11,000 195
PRINTING - 0.3%
Cyrk, Inc. 35,000 1,365
Reynolds & Reynolds Co. Class A 74,800 1,861
3,226
SERVICES - 0.4%
CDI Corp. 4,000 68
Manpower, Inc. 145,000 4,223
4,291
TOTAL SERVICES 7,712
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

TECHNOLOGY - 6.9%
COMPUTER SERVICES & SOFTWARE - 0.2%
Frame Technology Corp. 56,000 $ 812
Policy Management Systems Corp. 18,000 846
Softkey International, Inc. 32,000 598
2,256
COMPUTERS & OFFICE EQUIPMENT - 4.3%
General Motors Corp. 342,375 13,524
International Business Machines Corp. 357,700 26,649
Western Digital Corp. 375,900 6,390
46,563
ELECTRONIC INSTRUMENTS - 1.3%
Applied Materials, Inc. 172,000 8,944
Electro Scientific Industries, Inc. 131,800 2,224
Helix Technology Corp. 4,000 126
Silicon Valley Group, Inc. 73,000 1,433
Tektronix, Inc. 22,000 836
13,563
ELECTRONICS - 1.1%
Esterline Corp. 5,500 68
Flextronics International 9,100 130
Micron Technology, Inc. 281,750 11,164
11,362
TOTAL TECHNOLOGY 73,744
TRANSPORTATION - 0.7%
AIR TRANSPORTATION - 0.1%
Alaska Air Group, Inc. 39,000 683
RAILROADS - 0.5%
Chicago & North Western Holdings Corp. 14,000 285
Illinois Central Corp., Series A 90,000 2,891
Southern Pacific Rail Corp. 104,000 1,807
Wisconsin Central Transportation Corp. 10,000 460
5,443
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - 0.1%
Landstar System, Inc. 33,000 $ 1,097
TOTAL TRANSPORTATION 7,223
UTILITIES - 11.0%
ELECTRIC UTILITY - 2.6%
American Electric Power Co., Inc. 339,000 10,848
Centerior Energy Corp. 11,900 98
Consolidated Edison Co. of New York, Inc. 203,000 5,050
Illinova Corp. 65,000 1,284
Northeast Utilities 201,000 4,648
Northern States Power Co. (Minn.) 57,000 2,529
Public Service Co. of New Mexico 286,000 3,539
27,996
GAS - 0.8%
Columbia Gas System, Inc. (The) 90,000 2,509
Williams Companies, Inc. 212,000 6,148
8,657
TELEPHONE SERVICES - 7.6%
ALC Communications Corp. 77,000 2,916
Ameritech Corp. 587,800 23,732
BellSouth Corp. 328,000 17,466
LCI International, Inc. 84,000 2,016
Rochester Telephone Corp. 22,000 539
Southwestern Bell Corp. 428,000 17,923
Sprint Corp. 493,200 16,091
80,683
TOTAL UTILITIES 117,336
TOTAL COMMON STOCKS
(Cost $832,363) 896,600
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 0.6%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S)
(000S)
U.S. Treasury Bills, yields at date of purchase
4.60% to 5.02%, 12/8/94 to 1/12/95
(Cost $6,255) $ 6,300 $ 6,255
REPURCHASE AGREEMENTS - 15.9%
MATURITY
AMOUNT
(000S)
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 4.78% dated
10/31/94 due 11/1/94 $ 170,092 170,069
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,008,687) $ 1,072,924
LEGEND
1. Non-income producing
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $1,009,167,000. Net unrealized appreciation aggregated
$63,757,000, of which $90,555,000 related to appreciated investment
securities and $26,798,000 related to depreciated investment securities.
The fund hereby designates $4,009,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) OCTOBER 31, 1994

ASSETS

Investment in securities, at value (including repurchase $ 1,072,924
agreements of $170,069) (cost $1,008,687) -
See accompanying schedule

Cash 1

Receivable for investments sold 33,966

Receivable for fund shares sold 6,196

Dividends receivable 2,069

Other receivables 60

TOTAL ASSETS 1,115,216

LIABILITIES

Payable for investments purchased $ 29,519

Payable for fund shares redeemed 1,937

Accrued management fee 638

Payable for daily variation on futures contracts 418

Other payables and accrued expenses 404

TOTAL LIABILITIES 32,916

NET ASSETS $ 1,082,300

Net Assets consist of:

Paid in capital $ 978,460

Undistributed net investment income 10,834

Accumulated undistributed net realized gain (loss) on 28,769
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 64,237
investments

NET ASSETS, for 57,140 shares outstanding $ 1,082,300

NET ASSET VALUE, offering price and redemption price per $18.94
share ($1,082,300 (divided by) 57,140 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1994

INVESTMENT INCOME $ 17,397
Dividends

Interest 4,741

TOTAL INCOME 22,138

EXPENSES

Management fee 5,537
Basic fee

Performance adjustment 913

Transfer agent fees 2,227

Accounting fees and expenses 420

Non-interested trustees' compensation 5

Custodian fees and expenses 46

Registration fees 213

Audit 49

Legal 7

Interest 12

Miscellaneous 103

Total expenses before reductions 9,532

Expense reductions (172) 9,360

NET INVESTMENT INCOME 12,778

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

Investment securities 33,128

Futures contracts 1,226 34,354

Change in net unrealized appreciation (depreciation) on:

Investment securities (7,484)

Futures contracts (1,515) (8,999)

NET GAIN (LOSS) 25,355

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 38,133
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1994 1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 12,778 $ 8,645
Net investment income

Net realized gain (loss) 34,354 44,202

Change in net unrealized appreciation (depreciation) (8,999) 60,284

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 38,133 113,131
FROM OPERATIONS

Distributions to shareholders: (8,598) (4,205)
From net investment income

From net realized gain (42,587) (21,912)

TOTAL DISTRIBUTIONS (51,185) (26,117)

Share transactions 606,456 585,617
Net proceeds from sales of shares

Reinvestment of distributions 48,929 25,281

Cost of shares redeemed (349,866) (248,750)

Redemption fees - 30

Net increase (decrease) in net assets resulting from 305,519 362,178
share transactions

TOTAL INCREASE (DECREASE) IN NET ASSETS 292,467 449,192

NET ASSETS

Beginning of period 789,833 340,641

End of period (including undistributed net investment $ 1,082,300 $ 789,833
income of $10,834 and $8,661, respectively)

OTHER INFORMATION
Shares

Sold 32,828 33,152

Issued in reinvestment of distributions 2,732 1,512

Redeemed (18,967) (13,838)

Net increase (decrease) 16,593 20,826

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED OCTOBER 31,

1994 1993 1992 1991 1990

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 19.48 $ 17.27 $ 16.74 $ 12.02 $ 13.25
period

Income from Investment
Operations

Net investment income .21 .19 .19 .29 .32

Net realized and unrealized .50 3.20 1.89 4.73 (1.29)
gain (loss)

Total from investment .71 3.39 2.08 5.02 (.97)
operations

Less Distributions (.21) (.19) (.23) (.30) (.13)
From net investment income

From net realized gain (1.04) (.99) (1.32) - (.13)

Total distributions (1.25) (1.18) (1.55) (.30) (.26)

Net asset value, end of period $ 18.94 $ 19.48 $ 17.27 $ 16.74 $ 12.02

TOTAL RETURN A 4.01% 20.76% 13.99% 42.50% (7.51)%

RATIOS AND SUPPLEMENTAL
DATA

Net assets, end of period $ 1,082 $ 790 $ 341 $ 154 $ 96
(in millions)

Ratio of expenses to average 1.05% 1.09% 1.16% 1.19% 1.24%
net assets B

Ratio of expenses to average 1.07% 1.11% 1.16% 1.19% 1.24%
net assets before expense
reductions B

Ratio of net investment income 1.43% 1.39% 1.79% 2.05% 2.29%
to average net assets

Portfolio turnover rate 139% 279% 255% 210% 171%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
B SEE NOTE 7 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1994

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 of their purchase date are
valued at amortized cost or original cost plus accrued interest, both of
which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Effective November 1, 1993, the fund adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions, if any, represent net
gains and losses from sales and maturities of
forward currency contracts, currency gains and losses realized between the
trade and settlement dates on securities transactions, and the difference
between the amount of net investment income accrued and the U.S. dollar
amount actually received. Further, as permitted under the SOP, the effects
of changes in foreign currency exchange rates on investments in securities
are not segregated in the Statement of Operations from the effects of
changes in market prices of those securities, but are included with the net
realized and unrealized gain or loss on investment in securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes 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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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 withheld where recovery
of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS.
Distributions are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
futures and options transactions, partnerships 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 and may
affect net investment income per share. 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.
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
imposes 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 the beginning of the fiscal year have been
reclassified to reflect an increase in paid in capital of $5,340,000, a
decrease in undistributed net investment income of $1,004,000 and a
decrease in accumulated net realized gain on investments of $4,336,000.
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 fund, along with other affiliated
entities of FMR, may transfer uninvested cash balances into one or more
joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
FUTURES CONTRACTS AND OPTIONS.
The fund may invest in futures and options contracts, and may also 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.
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 $1,312,907,000 and $1,097,629,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $624,308,000 and $625,534,000, respectively.
4. FEES AND OTHER
TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2850% to .5200% for the
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. - CONTINUED
MANAGEMENT FEE - CONTINUED
period November 1, 1993 to July 31, 1994; and .2700% to .5200% for the
period August 1, 1994 to October 31, 1994. In the event that these rates
were lower than the contractual rates in effect during those periods, FMR
voluntarily implemented the above rates, as they resulted in the same or a
lower management fee. The annual individual fund fee rate is .30%. The
basic fee is subject to a performance adjustment (up to a maximum of
(plus/minus) .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 annual rate of .72% of average net
assets .
TRANSFER AGENT FEES. 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 FEES. 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 $287,000 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 $37,809,000,
respectively. The weighted average interest rate was 3.4%. Interest earned
from the interfund lending program amounted to $25,000 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 $6,948,000,
respectively. The weighted average interest rate was 3.6%.
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
$172,000 under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of
Disciplined Equity Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Capital Trust: Fidelity Disciplined Equity Fund, including the
schedule of portfolio investments, as of October 31, 1994, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1994, by correspondence with the
custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Capital Trust: Fidelity Disciplined Equity Fund as of October
31, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 6, 1994
DISTRIBUTIONS

The Board of Trustees of Fidelity
Disciplined Equity Fund voted to pay
on December 5, 1994, to shareholders of record at the opening of business
on
December 2, 1994, a distribution of $0.52 derived from capital gains
realized from sales of portfolio securities and a dividend of $0.25 from
net investment income.
A total of 28% of the dividends distributed during the fiscal year
qualifies for the dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January 1995 of these percentages for
use in preparing 1994 income tax returns.
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)(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)(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.

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Bradford F. Lewis, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, 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*
Marvin L. Mann*
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
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 Stock 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)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)FIDELITY

CAPITAL APPRECIATION
FUND
ANNUAL REPORT
OCTOBER 31, 1994
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

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

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

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

FINANCIAL STATEMENTS 16 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 20 Notes to the financial statements.

REPORT OF INDEPENDENT 26 The auditor's opinion.
ACCOUNTANTS

DISTRIBUTIONS 27

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 stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1994 PAST PAST 5 LIFE OF
YEAR YEARS FUND

Capital Appreciation 6.97% 54.53% 193.65%

Capital Appreciation (incl. 3% sales charge) 3.76% 49.89% 184.84%

S&P 500(registered trademark) 3.87% 62.17% 145.62%

Average Capital Appreciation Fund 0.04% 62.81% 122.99%

CUMULATIVE TOTAL RETURNS show the fund's actual performance in percentage
terms over a set period - in this case, one year, five years, or since the
fund began on November 26, 1986. 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 Composite Index of 500 Stocks - 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 136 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 OCTOBER 31, 1994 PAST PAST 5 LIFE OF
YEAR YEARS FUND

Capital Appreciation 6.97% 9.09% 14.54%

Capital Appreciation (incl. 3% sales charge) 3.76% 8.43% 14.10%

S&P 500(registered trademark) 3.87% 10.15% 11.99%

Average Capital Appreciation Fund 0.04% 9.85% 10.01%

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
Capital Appreciation (307) Standard & Poor's
11/26/86 9700.00 10000.00
11/30/86 9544.80 10046.93
12/31/86 9244.10 9790.74
01/31/87 10805.80 11109.55
02/28/87 11610.90 11548.38
03/31/87 12163.80 11882.13
04/30/87 12280.20 11776.38
05/31/87 12338.40 11878.83
06/30/87 12852.50 12478.71
07/31/87 14501.50 13111.38
08/31/87 14278.40 13600.44
09/30/87 14520.90 13302.59
10/31/87 10543.90 10437.21
11/30/87 10505.10 9577.18
12/31/87 11024.67 10306.01
01/31/88 11498.05 10739.89
02/29/88 12507.95 11240.37
03/31/88 12928.74 10893.04
04/30/88 13360.04 11013.95
05/31/88 13496.80 11109.78
06/30/88 14233.18 11619.71
07/31/88 14170.06 11575.56
08/31/88 14012.27 11181.99
09/30/88 14548.77 11658.34
10/31/88 14895.92 11982.44
11/30/88 14738.13 11811.10
12/31/88 15171.96 12017.79
01/31/89 15915.17 12897.49
02/28/89 15745.29 12576.34
03/31/89 16244.30 12869.37
04/30/89 16998.39 13537.29
05/31/89 17646.86 14085.55
06/30/89 18050.83 14005.27
07/31/89 19220.20 15269.94
08/31/89 19294.61 15569.23
09/30/89 19231.25 15505.40
10/31/89 18432.61 15145.67
11/30/89 18805.30 15454.65
12/31/89 19254.58 15825.56
01/31/90 18374.64 14763.66
02/28/90 18617.78 14954.11
03/31/90 18756.72 15350.40
04/30/90 18096.76 14966.64
05/31/90 19057.75 16425.88
06/30/90 18884.08 16314.19
07/31/90 18525.15 16261.98
08/31/90 16591.59 14791.90
09/30/90 15375.88 14071.53
10/31/90 14878.01 14011.03
11/30/90 15653.75 14916.14
12/31/90 16234.18 15332.30
01/31/91 16914.52 16000.79
02/28/91 18228.26 17144.84
03/31/91 18662.27 17559.75
04/30/91 18732.65 17601.89
05/31/91 18978.98 18362.29
06/30/91 18415.94 17521.30
07/31/91 19119.74 18337.79
08/31/91 19108.01 18772.40
09/30/91 18521.51 18458.90
10/31/91 18157.89 18706.25
11/30/91 17078.73 17952.39
12/31/91 17856.63 20006.14
01/31/92 18898.51 19634.03
02/29/92 19679.92 19889.27
03/31/92 19636.51 19501.43
04/30/92 20200.86 20074.77
05/31/92 20446.86 20173.14
06/30/92 20432.39 19872.56
07/31/92 20533.68 20685.34
08/31/92 19708.86 20261.30
09/30/92 19737.80 20500.38
10/31/92 19853.57 20572.13
11/30/92 20070.63 21273.64
12/31/92 20779.52 21535.31
01/31/93 21361.41 21716.20
02/28/93 21820.89 22011.54
03/31/93 23049.37 22475.99
04/30/93 24155.00 21932.07
05/31/93 24799.96 22519.85
06/30/93 24876.74 22585.15
07/31/93 25414.20 22494.81
08/31/93 25752.03 23347.37
09/30/93 25153.14 23167.59
10/31/93 26627.32 23647.16
11/30/93 26535.19 23422.51
12/31/93 27722.81 23705.93
01/31/94 29230.20 24511.93
02/28/94 28601.28 23847.65
03/31/94 27411.65 22807.90
04/30/94 27579.21 23099.84
05/31/94 27797.03 23478.67
06/30/94 26875.49 22903.45
07/31/94 27461.92 23654.68
08/31/94 28551.01 24624.52
09/30/94 28651.55 24021.22
10/31/94 28483.99 24561.70

$10,000 OVER LIFE OF FUND:
Let's say you invested $10,000 in
Fidelity Capital Appreciation Fund on November 26, 1986, and paid a 3%
sales charge. As the chart shows, by October 31, 1994, the value of your
investment would have grown to $28,484 - a 184.84% 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 $24,562 - a 145.62% 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

MARKET RECAP
Rising interest rates contributed
to below average returns in the
U.S. stock market during the 12
months ended October 31, 1994.
The Standard & Poor's 500 stock
index finished the 12-month
period with a total return of 3.87%
- - below its historical average of
more than 10%. After three
months of steady gains, stocks
stumbled from February through
June 1994. During that time, the
Federal Reserve Board raised
short-term interest rates four
times in an effort to curb possible
future inflation triggered by a
strengthening economy. Higher
rates hurt stocks because they
raise the cost of borrowing for
companies and consumers, often
dampening future corporate
profits. In addition, higher rates
often make bonds and other
fixed-income investments more
attractive relative to stocks.
Despite a fifth Fed rate hike in
August, the market rallied from
July through October, fueled by
strengthening corporate earnings
and a flurry of merger and
acquisition activity. Overseas,
results were mixed. Japanese
stocks surged in early 1994, only
to stall over the summer. After
suffering corrections early in the
year, several emerging markets
- - most notably Brazil -
bounced back strongly over the
summer. The Morgan Stanley
EAFE (Europe, Australia, Far
East) index returned 10.09% for
the 12 months ended October 31,
while the Morgan Stanley
Emerging Markets Free index
was up 29.36% during the same
period.
An interview with Thomas Sweeney, Portfolio Manager of Fidelity Capital
Appreciation Fund
Q. TOM, HOW DID THE FUND DO OVER THE PAST YEAR?
A. Pretty well in a choppy market. For the 12 months ended October 31,
1994, the fund had a total return of 6.97%. That topped the total return of
the average capital appreciation fund tracked by Lipper Analytical
Services, which was 0.04%.
Q. LET'S EXPLORE SOME REASONS WHY THE FUND BEAT THE MAJORITY OF ITS PEERS.
A. As I've mentioned before, I search out investment opportunities on a
stock-by-stock basis. Generally, I gravitate toward stocks that are out of
favor for one reason or another, but have qualities that I believe signal a
turnaround may be near. That said, there were a few industries that
produced many of the winners. They included paper, hotels and
pharmaceuticals.
Q. PAPER AND FOREST PRODUCTS - 9.0% OF THE FUND ON OCTOBER 31 - HAS
REMAINED ONE OF THE FUND'S TOP INVESTING THEMES FOR ROUGHLY A YEAR AND A
HALF. WHY DID THESE STOCKS DO WELL?
A. When I bought many of these stocks, they were selling at close to
10-year lows. But as the U.S. economy began to show signs of life, I felt
that it was only a matter of time before a recovery kicked in. The industry
hadn't added factory capacity in years and many companies had effectively
reduced expenses. So not too long after demand picked up, these companies
were able to raise the prices of their products, which resulted in
improving profits. The stocks of paper companies such as Champion and
newsprint companies such as Abitibi Price, Alliance Forest Products,
Avenor, Bowater and Stone Consolidated are up significantly over the past
12 months. Just recently I've begun reducing - and in some cases
eliminating - the fund's investments in these companies. I've trimmed those
that I felt had limited upside potential.
Q. HOW ABOUT THE HOTEL AND DRUG STOCKS?
A. Hotels are another industry whose fortunes have been boosted by the
strengthening economies in the U.S. and other parts of the world. Earnings
improvements have helped the stock of Four Seasons - a Canada-based hotel
chain - rise nearly 30% over the past six months. In addition, Brierley
Investments of New Zealand has remained a key investment for the fund.
Although its stock has moved mostly sideways recently, Brierley's biggest
investment is in a U.K. hotel company called Mount Charlotte, a business
that has shown dramatic improvement. As for pharmaceutical stocks, they
rebounded on the strength of merger and acquisition activity and Congress'
failure to pass health care reform legislation. Pfizer and Schering-Plough
are among the drug stocks that did well. Again, I sold these stocks after
their prices had risen.
Q. YOU ALSO SOLD THE FUND'S ENTIRE INVESTMENT IN UNITED AIRLINES (UAL), ITS
LARGEST HOLDING SIX MONTHS AGO. WHAT HAPPENED?
A. United turned out to be a disappointment. Six months ago, I still felt
good about the company's business prospects. Over the summer, however, the
company finalized a deal to sell a big chunk of United stock to its
employees. At the eleventh hour, management caved in to union demands for
more favorable terms. At that point, I turned sour on the stock. It
appeared as if United's management was no longer representing the best
interests of outside shareholders. When
I lost that confidence in the company's management, I decided it was best
to
sell the stock altogether.
Q. WERE THERE ANY OTHER DISAPPOINTMENTS OVER THE PAST SIX MONTHS?
A. Sure. A handful of interest-rate sensitive stocks suffered when rates
rose quickly in the U.S. and around the world. They included Centerior
Energy, a holding company for electric utilities, Safra,
a Swiss bank, and insurance companies CNA and Loews.
Q. DERIVATIVES HAVE BEEN IN THE NEWS A LOT LATELY. DOES THE FUND USE THEM?
A. The fund can invest in certain types of derivatives such as forward
foreign currency contracts - which are used to hedge overseas investments
against currency fluctuations - and stock market futures. I used those
instruments in a very limited capacity over the past 12 months, and the
fund had no investments in them on October 31.
Q. WHAT'S YOUR VIEW GOING FORWARD?
A. I think that movements in interest rates could heavily influence the
direction of U.S. stocks over the next six months. Higher rates already
have led to more enticing yields on fixed-income investments such as bonds
and CDs. If yields continue to rise, more and more investors may decide
these instruments offer better return potential relative to their risk than
stocks. That said, I think there will always be opportunities to find
depressed stocks on the verge of improvement. The task just becomes that
much more difficult when prevailing market conditions work against you.
FUND FACTS
GOAL: to increase the value
of the fund's shares by
investing mainly in common
stocks
START DATE: November 26, 1986
SIZE: As of October 31, 1994,
more than $1.6 billion
MANAGER: Tom Sweeney,
since November 1986;
manager, Fidelity Select
Paper and Forest Products
Portfolio, 1986; joined
Fidelity in 1985
(checkmark)
TOM SWEENEY ON GROWTH VS.
VALUE STOCKS:
"Traditionally, my approach has
leaned more in the direction of
value investing - finding
stocks whose prices have
been beaten down but whose
business prospects indicate a
turnaround may be on the way.
Lately, however, market
pundits are saying investor
sentiment may be swinging
toward growth stocks - those
of companies with fast
earnings growth.
"My thoughts are twofold. First,
with an investing universe that
spans the globe, I feel there
are always opportunities to find
down-and-out stocks poised for
recovery. And diversifying
widely among industry groups
limits the risk that any one
industry might fail to come
around. Second, some of the
fund's investments exhibit
qualities of both growth AND
value stocks. Southern Pacific
- - a U.S. rail company - is a
good example. Investors had
beaten down its price by the
end of the period because
many cyclical stocks -those
that tend to rise and fall with
the economy - had fallen out
of favor. However, business is
strong and the company
continues to come through with
strong earnings growth."
(solid bullet) The fund's stake in foreign
stocks was 38.2% on October
31, compared to 36.9% six
months ago.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Borden, Inc. 9.0 5.7

Centerior Energy Corp. 7.3 4.6

Lonrho Ltd. Ord. 5.3 4.5

Southern Pacific Rail Corp. 5.2 3.7

Brierley Investments Ltd. 4.5 4.9

Westinghouse Electric Corp. 4.4 0.2

Bowater, Inc. 3.3 2.4

American Express Co. 3.0 -

Safra Republic Holdings SA Ord. 3.0 3.4

Lehman Brothers Holdings, Inc. 2.9 -

TOP FIVE INDUSTRIES AS OF OCTOBER 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO

Finance 14.8 13.7

Transportation 14.1 17.5

Basic Industries 13.6 16.9

Nondurables 11.3 9.8

Holding Companies 9.8 -

ASSET ALLOCATION
AS OF OCTOBER 31, 1994* AS OF APRIL 30, 1994 **
Row: 1, Col: 1, Value: 12.2
Row: 1, Col: 2, Value: 1.0
Row: 1, Col: 3, Value: 47.9
Row: 1, Col: 4, Value: 40.0
Row: 1, Col: 1, Value: 6.8
Row: 1, Col: 2, Value: 1.25
Row: 1, Col: 3, Value: 43.0
Row: 1, Col: 4, Value: 50.0
Stocks 87.7%
Bonds 0.1%
Short-term
Investments 12.2%

FOREIGN
INVESTMENTS 38.2%
Stocks 93.0%
Bonds 0.2%
Short-term
Investments 6.8%

FOREIGN
INVESTMENTS 36.9%
*
**
INVESTMENTS OCTOBER 31, 1994

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 87.7%
SHARES VALUE (NOTE 1)

BASIC INDUSTRIES - 13.5%
CHEMICALS & PLASTICS - 2.5%
Cytec Industries, Inc. (a)(b) 1,000,000 $ 41,000
METALS & MINING - 2.0%
Cameco, Inc. 500,000 10,807
Energy Resources of Australia Ltd. (a) 2,628,400 2,636
Maxco, Inc. (b) 435,000 3,698
Paranapanema SA PN (d) 900,000 14,717
31,858
PAPER & FOREST PRODUCTS - 9.0%
Alliance Forest Products, Inc. (a) 62,900 935
Alliance Forest Products, Inc. (a)(c) 1,000,000 14,871
Avenor, Inc. (a) 1,000,000 19,673
Avenor, Inc. installment receipt (a)(e) 1,000,000 15,055
Bowater, Inc. (b) 1,950,000 52,650
Domtar, Inc. (a) 5,181,100 29,191
Stone Consolidated Corp. (a) 1,000,000 12,377
144,752
TOTAL BASIC INDUSTRIES 217,610
CONGLOMERATES - 0.0%
Berkshire Hathaway, Inc. (a) 10 203
CONSTRUCTION & REAL ESTATE - 1.4%
BUILDING MATERIALS - 1.3%
CalMat Co. 1,000,000 20,750
REAL ESTATE - 0.1%
Major Realty Corp. (a)(b) 683,900 1,411
TOTAL CONSTRUCTION & REAL ESTATE 22,161
DURABLES - 0.1%
AUTOS, TIRES, & ACCESSORIES - 0.1%
Oakhurst Capital, Inc. (a) 115,000 546
Oakhurst Capital, Inc. (a)(f) 174,000 703
Steel City Products, Inc. (a)(f) 174,000 3
1,252
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

ENERGY - 3.6%
ENERGY SERVICES - 3.6%
Mosvold Shipping AS 'B' (b) 1,050,000 $ 8,190
Smedvig AS (a) 1,625,000 16,154
Transocean Drilling AS (a)(b) 3,500,000 24,355
Wilrig AS (a)(b) 2,050,000 8,779
57,478
FINANCE - 14.8%
BANKS - 3.0%
Safra Republic Holdings S.A. Ord. 600,000 47,850
CREDIT & OTHER FINANCE - 3.0%
American Express Co. 1,600,000 49,200
INSURANCE - 5.8%
Abtrust Lloyds Insurance Trust PLC (a)(b) 3,000,000 3,927
Acceptance Insurance Co., Inc. (a)(b) 700,000 11,463
Acceptance Insurance Co., Inc. (warrants) (a) 300,000 1,613
Angerstein Underwriting Trust PLC (b) 5,080,000 7,065
Archer (AJ) Holdings PLC 900,000 795
CLM Insurance Fund PLC (b) 6,000,000 8,639
Delian Lloyds Investment Trust PLC (b) 5,000,000 7,363
Finsbury Underwriting Investment Trust PLC (b) 3,000,000 4,467
HCG Lloyds Investment Trust PLC (b) 6,500,000 8,827
London Insurance Market Investment Trust PLC 12,000,000 18,456
Hiscox Select Insurance Fund PLC 250,000 409
Masthead Insurance Underwriting PLC (b) 4,000,000 5,956
New London Capital PLC (b) 6,000,000 7,363
Premium Trust PLC (b) 1,050,000 1,374
Sturge Holdings PLC 573,900 695
Syndicate Capital Trust PLC (b) 3,000,000 4,025
92,437
SAVINGS & LOANS - 0.1%
GP Financial Corp. 100,000 2,238
SECURITIES INDUSTRY - 2.9%
Lehman Brothers Holdings, Inc. 3,000,000 46,500
TOTAL FINANCE 238,225
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

HOLDING COMPANIES - 9.8%
Brierley Investments Ltd. 95,833,334 $ 72,062
Lonrho Ltd. Ord. 40,000,000 85,734
157,796
INDUSTRIAL MACHINERY & EQUIPMENT - 4.8%
ELECTRICAL EQUIPMENT - 4.8%
Genlyte Group, Inc. (a)(b) 1,280,000 5,760
Westinghouse Electric Corp. 5,000,000 70,625
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 76,385
MEDIA & LEISURE - 1.1%
LODGING & GAMING - 1.1%
Four Seasons Hotels, Inc. (b) 1,175,000 13,783
Kahler Realty Corp. 300,000 3,525
17,308
NONDURABLES - 11.3%
AGRICULTURE - 0.3%
Alico, Inc. (b) 272,500 4,632
COMSUMER PRODUCTS - 0.1%
Playtex Products, Inc. (a) 156,500 1,427
FOODS - 9.2%
Borden, Inc. (b) 10,750,000 145,124
Seaboard Corp. 17,450 3,141
148,265
TOBACCO - 1.7%
RJR Nabisco Holdings Corp. (a) 4,000,000 27,500
TOTAL NONDURABLES 181,824
PRECIOUS METALS - 1.7%
Coeur d'Alene Mines Corp. (b) 1,500,000 27,938
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - 3.9%
GENERAL MERCHANDISE STORES - 2.7%
Neiman-Marcus Group, Inc. (b) 3,000,000 $ 43,125
RETAIL & WHOLESALE, MISC - 1.2%
Hancock Fabrics, Inc. (b) 2,100,000 16,013
House of Fabrics, Inc. (a)(b) 1,350,000 2,700
18,713
TOTAL RETAIL & WHOLESALE 61,838
SERVICES - 0.3%
BET PLC Ord. 2,617,100 4,710
Hallwood Group, Inc. (a)(b) 360,000 810
TOTAL SERVICES 5,520
TRANSPORTATION - 14.1%
RAILROADS - 5.2%
Southern Pacific Rail Corp. (a) 4,800,000 83,400
SHIPPING - 8.7%
Argonaut Group 'B' (free shares) 3,727,000 6,508
Atlantic Container Lines AB (a)(c) 550,000 5,636
BT Shipping Ltd. ADR (a)(b) 875,000 2,625
Bergesen Group:
Class A (b) 1,000,000 21,718
Class B 1,000,000 21,870
Bona Shipholdings Ltd. (a) 800,000 6,729
Bonheur A/S (a) 500,000 7,647
First Olsen Tankers Ltd. (a)(b) 2,000,000 15,294
Frontline (a)(b) 2,750,000 8,068
Ganger Rolf (a)(b) 500,000 7,723
International Shipholding Corp. (b) 500,000 10,500
Smedvig Tankship Ltd. (a) 1,350,000 10,530
Vard (a) 550,600 2,063
Wah Kwong Shipping Holdings Ltd. 6,000,000 12,735
139,646
TRUCKING & FREIGHT - 0.2%
Bilspedition 'B' (free shares) 850,000 2,972
TOTAL TRANSPORTATION 226,018
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

UTILITIES - 7.3%
ELECTRIC UTILITIES - 7.3%
Centerior Energy Corp. (b) 14,200,000 $ 117,150
TOTAL COMMON STOCKS
(Cost $1,380,378) 1,408,706
NONCONVERTIBLE BONDS - 0.1%
PRINCIPAL
AMOUNT
(000S)
SERVICES - 0.1%
Hallwood Group, Inc. collateralized 7%, 7/31/00
(Cost $2,428) $ 2,100 1,250
REPURCHASE AGREEMENTS - 12.2%
MATURITY VALUE (NOTE 1)
AMOUNT (000S)
(000S)
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 4.78%
dated 10/31/94 due 11/1/94 $ 195,274 $ 195,248
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,578,054) $ 1,605,204
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
LEGEND
8. Non-income producing
9. Affiliated company (see Note 8 of Notes
to Financial Statements).
10. 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 $20,507,000 or 1.28% of net
assets.
11. Shares in thousands
12. Market value reflects the payment of the first two installments.
Additional payment of $6,500,000 CAD is payable in1995.
13. Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
Oakhurst Capital,
Inc. 9/27/94 $ 581,821
Steel City
Products, Inc 9/27/94 5,438
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 61.8%
United Kingdom 10.6
Norway 9.0
Canada 7.3
New Zealand 4.5
Luxembourg 2.9
Sweden 1.4
Other (individually less than 1%) 2.5
TOTAL 100.0%
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $1,582,490,000. Net unrealized appreciation aggregated
$22,714,000, of which $149,940,000 related to appreciated investment
securities and $127,226,000 related to depreciated investment securities.
The fund hereby designates $26,054,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) OCTOBER 31, 1994

ASSETS

Investment in securities, at value (including repurchase $ 1,605,204
agreements of $195,248) (cost $1,578,054) -
See accompanying schedule

Receivable for investments sold 89,885

Receivable for fund shares sold 2,246

Dividends receivable 6,200

Interest receivable 75

Other receivables 140

TOTAL ASSETS 1,703,750

LIABILITIES

Payable for investments purchased $ 14,572

Payable for fund shares redeemed 6,214

Accrued management fee 1,083

Other payables and accrued expenses 967

Collateral on securities loaned, at value 11,438

TOTAL LIABILITIES 34,274

NET ASSETS $ 1,669,476

Net Assets consist of:

Paid in capital $ 1,481,180

Undistributed net investment income 18,112

Accumulated undistributed net realized gain (loss) on 143,000
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 27,184
investments and assets and liabilities in foreign
currencies

NET ASSETS for 98,227 shares outstanding $ 1,669,476

NET ASSET VALUE and redemption price per share $17.00
($1,669,476 (divided by) 98,227 shares)

Maximum offering price per share (100/97 of $17.00) $17.53

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1994

INVESTMENT INCOME $ 33,110
Dividends (including $12,027 received from
affiliated issuers)

Interest (including security lending fees of $95) 8,007

TOTAL INCOME 41,117

EXPENSES

Management fee 10,710
Basic fee

Performance adjustment 2,474

Transfer agent fees 5,334

Accounting fees and expenses 678

Non-interested trustees' compensation 10

Custodian fees and expenses 598

Registration fees 382

Audit 70

Legal 12

Interest 9

Reports to shareholders 188

Miscellaneous 18

Total expenses before reductions 20,483

Expense reductions (339) 20,144

NET INVESTMENT INCOME 20,973

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

Investment securities (including realized gain of $7,242 188,854
on sales of investments in affiliated issuers)

Foreign currency transactions (1,503) 187,351

Change in net unrealized appreciation (depreciation) on:

Investment securities (131,679)

Assets and liabilities in foreign currencies 1,535 (130,144)

NET GAIN (LOSS) 57,207

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 78,180
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1994 1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 20,973 $ 10,594
Net investment income

Net realized gain (loss) 187,351 95,486

Change in net unrealized appreciation (depreciation) (130,144) 219,970

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 78,180 326,050
FROM OPERATIONS

Distributions to shareholders: (7,623) (12,598)
From net investment income

From net realized gain (121,427) (44,848)

TOTAL DISTRIBUTIONS (129,050) (57,446)

Share transactions 1,446,506 544,501
Net proceeds from sales of shares

Reinvestment of distributions 126,664 56,373

Cost of shares redeemed (1,143,652) (587,940)

Net increase (decrease) in net assets resulting from 429,518 12,934
share transactions

TOTAL INCREASE (DECREASE) IN NET ASSETS 378,648 281,538

NET ASSETS

Beginning of period 1,290,828 1,009,290

End of period (including undistributed net investment $ 1,669,476 $ 1,290,828
income of $18,112 and $51,355, respectively)

OTHER INFORMATION
Shares

Sold 84,808 35,222

Issued in reinvestment of distributions 7,499 4,195

Redeemed (68,525) (38,541)

Net increase (decrease) 23,782 876

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED OCTOBER 31,

1994 1993 1992 1991 1990

SELECTED PER-SHARE DATA

Net asset value, beginning $ 17.34 $ 13.72 $ 15.48 $ 12.85 $ 17.31
of period

Income from Investment
Operations

Net investment income .17 .14 .26 .85B .32

Net realized and unrealized 1.00 4.30 .73 1.96 (3.37)
gain (loss)

Total from investment 1.17 4.44 .99 2.81 (3.05)
operations

Less Distributions (.10) (.18) (.62) (.17) (.24)
From net investment income

From net realized gain (1.41) (.64) (2.13) (.01) (1.17)

Total distributions (1.51) (.82) (2.75) (.18) (1.41)

Net asset value, end of period $ 17.00 $ 17.34 $ 13.72 $ 15.48 $ 12.85

TOTAL RETURN A 6.97% 34.12% 9.34% 22.05% (19.28)%

RATIOS AND SUPPLEMENTAL
DATA

Net assets, end of period $ 1,669 $ 1,291 $ 1,009 $ 1,110 $ 1,354
(in millions)

Ratio of expenses to average 1.17% .86% .71% .83% 1.14%
net assets C

Ratio of expenses to average 1.19% .87% .71% .83% 1.14%
net assets before expense
reductions C

Ratio of net investment income 1.22% .93% 1.63% 3.87% 1.61%
to average net assets

Portfolio turnover rate 124% 120% 99% 72% 56%

</TABLE>

A TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
B INVESTMENT INCOME PER SHARE INCLUDES A SPECIAL DIVIDEND WHICH AMOUNTED TO
$0.43 PER SHARE.
C SEE NOTE 7 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1994

14. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity Capital Appreciation 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 of their purchase date are
valued at amortized cost or original cost plus accrued interest, both of
which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Effective November 1, 1993, the fund adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts, disposition
of foreign currencies, currency gains and losses realized between the trade
and settlement dates on securities transactions, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. Further, as permitted under the SOP, the effects of
changes in foreign currency exchange rates on investments in securities are
not segregated in the Statement of Operations from the effects of changes
in market prices of those securities, but are included with the net
realized and unrealized gain or loss on investment in securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes 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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
securities where the ex-dividend date may have passed, which are recorded
as soon as the fund is informed of the ex-dividend date. Interest income is
accrued as earned. Investment income is recorded net of foreign taxes
withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS.
Distributions are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency transactions, market discount and losses deferred due to
wash sales. The fund also utilized earnings and profits distributed to
shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.
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.
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 the beginning of the fiscal year have been
reclassified to reflect an increase in paid in capital of $185,189,000, a
decrease in undistributed net investment income of $42,800,000 and a
decrease in accumulated net realized gain on investments of $142,389,000.
15. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY
CONTRACTS. The fund may enter into forward foreign currency contracts. The
U.S. dollar value of forward foreign currency 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.
2. OPERATING POLICIES - CONTINUED
FORWARD FOREIGN CURRENCY CONTRACTS - CONTINUED
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized 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
affiliated entities of FMR, may transfer uninvested cash balances into one
or more joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
RESTRICTED SECURITIES. The fund is permitted to invest in privately placed
restricted securities. These securities may be resold in transactions
exempt from registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations and
expense, and prompt sale at an acceptable price may be difficult. At the
end of the period, restricted securities (excluding 144A issues) amounted
to $706,000 or .04% of net assets.
16. PURCHASES AND SALES
OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,082,017,000 and $1,852,587,000, respectively.
17. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2850% to .5200% for the period November 1, 1993 to July
31, 1994; and .2700% to .5200% for the period August 1, 1994 to October 31,
1994. In the event that these rates were lower than the contractual rates
in effect during those periods, FMR voluntarily implemented the above
rates, as they resulted in the same or a lower management fee. The annual
individual fund fee rate is .30%. The basic fee is subject to a performance
adjustment (up to a maximum of (plus/minus) .20%) based on the fund's
investment performance as compared to the appropriate index over a
specified period of time. For the period,
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
the management fee was equivalent to an annual rate of .77% of average net
assets after the performance adjustment.
SALES LOAD. Fidelity Distributors Corporation (FDC), an affiliate of FMR,
is the general distributor of the fund. FDC is paid a 3% sales charge on
sales of shares of the fund. Prior to October 12, 1990, FDC was paid a 2%
sales charge and a 1% deferred sales charge. Shares purchased before
October 12, 1990 are subject to the deferred sales charge upon redemption.
For the period, FDC received sales charges and deferred sales charges of
$4,259,000 and $288,000, respectively, on sales of shares of the fund.
TRANSFER AGENT FEES. 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 AND SECURITY LENDING FEES. FSC maintains the fund's accounting
records and administers their security lending program. The security
lending fee is based on the number and duration of lending transactions.
The accounting fee is based on the level of average net assets for the
month plus out-of-pocket expenses.
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 $1,669,000 for the period.
18. SECURITY LENDING.
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 100% of the market value of the loaned
securities during the period of the loan. At period end, the value of the
securities loaned and the value of collateral amounted to $10,652,000 and
$11,438,000, respectively.
19. 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
6. BANK BORROWINGS -
CONTINUED
amounted to $ 42,648,000 and $25,577,000, respectively. The weighted
average interest rate was 4.04%.
20. 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
$339,000 under this arrangement.
21. 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
(AMOUNTS IN THOUSANDS) PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Abtrust Lloyds Insurance Trust PLC (a) $ 476 $ - $ - $ 3,927
Acceptance Insurance Co., Inc. (a) - - - 11,462
Alico, Inc. (a) - 2,714 - -
Angerstein Underwriting Trust PLC 3,944 - 95 7,065
Astoria Financial Corp. (a) 3,719 18,919 - -
BT Shipping Ltd. ADR (a) - - - 2,625
Bergesen Group Class A - - 117 21,718
Borden, Inc. 46,333 - 1,811 145,125
Bowater, Inc. 16,254 16,607 1,231 52,650
CLM Insurance Fund PLC 464 - 120 8,639
CSS Industries, Inc. (a) 4 6,428 - -
Centerior Energy Corp. 82,027 15,134 7,121 117,150
Coeur d'Alene Mines Corp.. - - 225 27,937
Cytec Industries, Inc. 4,576 - - 41,000
Delian Lloyds Investment Trust PLC 137 - - 7,363
Esquire Radio & Electronics, Inc. 118 1,086 53 -
Finsbury Underwriting Investment
Trust PLC 1,485 - 64 4,467
First Olsen Tankers Ltd. (a) - - - 15,294
Four Seasons Hotels, Inc. - - 75 13,783
Frontline (a) 355 - - 8,068
Ganger Rolf (a) - - - 7,723
Genlyte Group, Inc. (a) - - - 5,760
HCG Lloyds Investment Trust PLC 2,181 - 25 8,827
Hallwood Group, Inc. (a) - 2,731 - 810
Hancock Fabrics, Inc. 7,427 344 264 16,013
House of Fabrics, Inc. (a) 2,079 - - 2,700
International Shipholding Corp. - - 50 10,500
Kahler Corp. - 242 25 -
Major Realty Corp (a) - - - 1,410
Masthead Insurance Underwriting PLC 2,419 - - 5,956
Maxco, Inc. - 149 105 3,697
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
(AMOUNTS IN THOUSANDS) PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Mosvold Shipping AS 'B' $ 2,506 $ - $ - $ 8,190
Neiman-Marcus Group, Inc. 15,089 461 492 43,125
New London Capital PLC 1,474 - 45 7,363
Premium Trust PLC - - 33 1,374
ShowBiz Pizza Time, Inc. (a) 1,363 12,240 - -
Sonesta International Hotel
Corp. Class A - - 18 -
Syndicate Capital Trust PLC 1,038 - 58 4,025
Transocean Drilling AS (a) - - - 24,355
Wilrig AS (a) - - - 8,779
TOTALS $ 195,468 $ 77,055 $ 12,027 $ 648,880
(a) Non-income producing
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of
Fidelity Capital Appreciation Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Capital Trust: Fidelity Capital Appreciation Fund, including the
schedule of portfolio investments, as of October 31, 1994, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1994 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Capital Trust: Fidelity Capital Appreciation Fund as of October
31, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 6, 1994
DISTRIBUTIONS

The Board of Trustees of Fidelity Capital Appreciation Fund voted to pay on
January 3, 1995, to shareholders of record at the opening of business on
December 9, 1994, a distribution of $1.46 derived from capital gains
realized from sales of portfolio securities and a dividend of $0.17 from
net investment income.

13% of the dividends distributed during the fiscal year qualifies for the
dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January 1995 of these percentages for
use in preparing 1994 income tax returns.
TO CALL FIDELITY

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
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 02210-0193
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 East 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
90 Alhambra Plaza
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
8885 Ladue Road
Ladue, 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
4611 Sharon Road
Charlotte, 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
215 South State 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
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., (London, England)
Fidelity Management & Research
(Far East) Inc., (Tokyo, Japan)
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Thomas P. Sweeney, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, 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*
Marvin L. Mann*
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
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 Stock 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)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE