FIDELITY CAPITAL TRUST, N-30D, 1995-06-29

FIDELITY CAPITAL TRUST
N-30D, 1995-06-29

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(2_FIDELITY_LOGOS)FIDELITY

DISCIPLINED EQUITY
FUND
SEMIANNUAL REPORT
APRIL 30, 1995
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.

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:
Although there have been some positive market indications so far in 1995,
no one can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. 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 types of 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. 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 or guaranteed 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. 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 APRIL 30, 1995 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

Disciplined Equity 7.36% 10.33% 102.22% 168.43%

S&P 500(registered trademark) 10.47% 17.47% 81.29% 126.58%

Average Growth Fund 6.53% 10.75% 75.67% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years, or
since the fund started on December 28, 1988. For example, if you invested
$1,000 in a fund that had a 5% return over the past year, the value of your
investment would be $1,050. You can compare the fund's returns to the
performance of the Standard & Poor's Composite Index of 500 Stocks - a
common proxy for the U.S. stock market. To measure how the fund's
performance stacked up against its peers, you can compare it to the average
growth fund, which reflects the performance of 564 growth funds with
similar objectives tracked by Lipper Analytical Services over the past six
months. Both benchmarks include reinvested dividends and capital gains, if
any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Disciplined Equity 10.33% 15.12% 16.85%

S&P 500(registered trademark) 17.47% 12.64% 13.77%

Average Growth Fund 10.75% 11.63% 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
Disciplined EquiStandard & Poor's
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
11/30/94 24250.24 19763.82
12/31/94 24721.07 20056.92
01/31/95 24335.23 20576.99
02/28/95 25534.08 21378.88
03/31/95 26167.95 22009.77
04/28/95 26843.17 22657.96

$10,000 OVER LIFE OF FUND Let's say you invested $10,000 in Fidelity
Disciplined Equity Fund on December 28, 1988, when the fund started. As the
chart shows, by April 30, 1995, the value of your investment would have
grown to $26,843 - a 168.43% 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
$22,658 - a 126.58% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
growth in the long run and
volatility in the short run. In
turn, the share price and
return of a fund that invests in
stocks will vary. That means if
you sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Brad Lewis, Portfolio Manager of Fidelity Disciplined
Equity Fund
Q. HOW HAS THE FUND PERFORMED, BRAD?
A. Results were mixed. For the six months ended April 30, 1995, Disciplined
Equity returned 7.36%. That trails the S&P 500 which returned 10.47% for
the same time period. However, it beats the average growth fund tracked by
Lipper Analytical Services, which had a total return of 6.53% for the same
time period.
Q. WHAT FACTORS INFLUENCED RETURNS?
A. The market forces influencing stock returns during the first three
months of the period and last three months of the period were as different
as night and day. The first part was dominated by the Mexican financial
crisis, the Orange County bankruptcy and the collapse of Barings Plc, in
England. Because of the "crisis-a-week" atmosphere, the more well-known,
lower-growth stocks of the Dow Jones Industrial Average outperformed the
average U.S. stock. Naturally, this was disappointing for Disciplined
Equity, since the portfolio primarily invests in smaller and more
aggressive stocks than those which comprise the Dow. However, the last
three months of the period were much kinder to investors in growth funds.
The market put its more conservative "flight to safety" mentality behind it
and began focusing on companies with strong business prospects.
Q. IS THAT WHY YOU ARE EMPHASIZING GROWTH STOCKS IN THE FUND?
A. I am emphasizing growth stocks now because of the current phase of the
business cycle in the U.S. economy. Though production is slowing, I don't
think a recession is imminent. I believe that unless the economy is headed
for a recession, growth stocks will do well since the market tends to
reward companies with strong earnings. Historically, growth stocks have
outperformed cyclical and value stocks during periods such as we've
experienced recently. Fortunately for the fund, there are many growth
stocks available that are trading at reasonable valuations.
Q. THE FUND'S TECHNOLOGY HOLDINGS HAVE MORE THAN DOUBLED FROM 6.9% OF THE
FUND TO ALMOST 16% OF THE FUND. WHY?
A. The quick answer is that a lot of growth stocks just happen to be in
technology. The fund's increased exposure is driven by the fact that our
research is pointing toward technology stocks based on their individual
business prospects. Many technology companies are currently delivering
excellent earnings growth, have above-average prospects for growth over the
next 12 months and are trading at very reasonable prices. By contrast,
inventories at many cyclical companies have risen in the past three months
and the valuations of utilities and most of the big consumer non-durable
stocks were driven up to the stratosphere during the recent
flight-to-safety period I mentioned earlier. Relatively speaking, the
shares of technology stocks are very attractive. However, shareholders
should be aware that technology stocks are more volatile than the market.
For that reason, I am currently holding more short-term investments than
usual in the portfolio - 23.5% - which should help to offset much of the
increased volatility attributable to technology stocks.
Q. DOES THIS MEAN THAT THE FUND'S INDUSTRY WEIGHTINGS ARE NO LONGER SIMILAR
TO THE S&P 500?
A. Disciplined Equity's industry weightings have never exactly tracked the
S&P 500. The goal is to quantitatively construct a portfolio composed of
stocks that are smaller and faster growing than the S&P 500, but with
similar industry diversification. The fund currently has 9.3% exposure to
basic industries, 7.0% to energy, 7.6% to finance and 15.6% to technology.
Clearly, Disciplined Equity is not a technology sector fund.
Q. MICRON TECHNOLOGY, ATLANTIC RICHFIELD AND GENERAL ELECTRIC ARE NEW TO
THE FUND'S TOP 10 HOLDINGS. WHY DO YOU LIKE THEM?
A. Micron Tech, the fund's largest holding, is a manufacturer of dynamic
random access memory chips (DRAM.) The DRAM industry is currently
experiencing an extremely favorable supply/demand scenario. The Japanese
have recently increased DRAM prices and Micron is enjoying quite a ride.
Last quarter, revenues were up 61% and earnings were up 105%. GE is also a
very attractive investment for the fund. It brings plenty of industry
diversification and is extremely liquid, a favorable trait for Disciplined
Equity. Finally, I like Atlantic Richfield since I think it's been trading
at a reasonable price, and I expect earnings to increase substantially this
year.
Q. HAVE YOU MADE ANY RECENT CHANGES TO THE FUND'S STOCK SELECTION METHOD?
A. Yes. The investment process for the fund is constantly evolving. I'm
constantly trying to improve my techniques in order to process data to try
to more accurately forecast the returns of individual stocks, industries
and markets in general. If we discover "a better mousetrap," we implement
it. For instance, for several years we have used an increasingly popular
form of artificial intelligence called a neural network to combine several
indicators into one forecast. However, recently we have written an
extensive program that uses a less well-known form of artificial
intelligence that processes data more accurately than a neural net. The
bottom line is that the fund continues to be primarily invested in smaller
stocks with higher-than-average revenue growth, better short-term business
prospects and favorable price-to-earnings ratios.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. I'm reasonably upbeat about the next six months. Certainly, there is no
shortage of attractive stocks to buy. I plan to continue to track economic
trends and try to yield the best possible results for shareholders.
However, as shareholders know, no method is foolproof and there are always
risks involved in investing.
FUND FACTS
GOAL: to increase the value of
the fund's shares by investing
mainly in a diversified portfolio
of common stocks that the
manager determines, using
quantitative and fundamental
research, to be undervalued
compared to others in their
industries.
START DATE: December 28, 1988
SIZE: as of April 30, 1995,
more than $1.4 billion
MANAGER: Bradford Lewis,
since 1988; manager, Fidelity
Stock Selector, since 1990,
and Fidelity Small Cap Stock,
since 1993; joined Fidelity in
1985
(checkmark)
BRAD LEWIS ON STOCK SELECTION
METHODOLOGY:
"There are many elements
involved in making stock
selections by using computer
models. For example, you
must identify the variables
that you want to look at -
such as changes in earnings
- - and figure out a way to
transform that information
into something that can be
evaluated quantitatively.
When we started Disciplined
Equity, we used regression
models to feed our data into
an optimizer before actually
buying or selling stock. Then,
we evolved into using the
neural network.
"Since February 1995, we've
been using a new technique.
It's proprietary, and we
wouldn't want to open the
cookbook to our competitors,
but it involves using
algorithms - complex series
of equations - to arrive at
investment decisions.
"Managing this fund is always
an evolving process. I've
always made changes to the
quantitative approach I use to
manage the fund, and I
probably always will."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Micron Technology, Inc. 3.2 1.0

Atlantic Richfield Co. 3.0 1.5

General Electric Co. 2.1 0.0

Phillips Petroleum Co. 1.9 0.6

Schering-Plough Corp. 1.9 2.5

Mobil Corp. 1.8 2.7

Pfizer, Inc. 1.7 1.9

International Business Machines 1.6 2.5
Corp.

Ameritech Corp. 1.5 2.2

Ford Motor Co. 1.5 1.2

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Technology 15.6 6.9

Basic Industries 9.3 7.1

Health 8.4 11.1

Finance 7.6 11.2

Utilities 7.5 11.0

ASSET ALLOCATION
AS OF APRIL 30, 1995 AS OF OCTOBER 31, 1994
Row: 1, Col: 1, Value: 23.5
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 35.0
Row: 1, Col: 4, Value: 41.5
Row: 1, Col: 1, Value: 15.9
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 4, Value: 43.0
Stocks 76.5%
Bonds 0.0%
Short-term
Investments 23.5%
Stocks 83.5%
Bonds 0.6%
Short-term
Investments 15.9%
INVESTMENTS APRIL 30, 1995 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 76.5%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 1.1%
McDonnell Douglas Corp. 240,100 $ 14,886
Northrop Corp. 32,000 1,588
16,474
BASIC INDUSTRIES - 9.3%
CHEMICALS & PLASTICS - 5.1%
Cytec Industries, Inc. (a) 180,400 6,562
Dow Chemical Co. 216,800 15,068
du Pont (E.I.) de Nemours & Co. 214,000 14,097
Eastman Chemical Co. 21,600 1,226
IMC Fertilizer Group, Inc. 76,000 3,733
Lyondell Petrochemical Co. 330,300 8,216
NL Industries, Inc. (a) 22,000 325
Olin Corp. 119,000 6,649
PPG Industries, Inc. 45,700 1,799
Praxair, Inc. 250,400 5,947
Sealed Air Corp. (a) 12,000 513
Sterling Chemical, Inc. (a) 214,000 2,675
Union Carbide Corp. 204,400 6,541
Wellman, Inc. 140,900 3,804
77,155
METALS & MINING - 0.7%
ASARCO, Inc. 183,800 5,009
Phelps Dodge Corp. 36,700 2,078
Reynolds Metals Co. 61,500 3,098
10,185
PAPER & FOREST PRODUCTS - 3.5%
Boise Cascade Corp. 67,000 2,194
Champion International Corp. 462,000 20,328
Chesapeake Corp. 256,000 7,936
Federal Paper Board Co., Inc. 66,000 1,955
International Paper Co. 99,000 7,623
Jefferson Smurfit Corp. (a) 51,000 689
Stone Container Corp. (a) 342,000 6,797
Willamette Industries, Inc. 102,000 5,228
52,750
TOTAL BASIC INDUSTRIES 140,090
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONGLOMERATES - 0.1%
Lancaster Colony Corp. 48,000 $ 1,668
CONSTRUCTION & REAL ESTATE - 1.3%
BUILDING MATERIALS - 0.8%
USG Corp. (a) 529,000 12,498
CONSTRUCTION - 0.2%
Blount, Inc. Class A 11,000 491
Redman Industries (a) 120,000 2,340
2,831
ENGINEERING - 0.3%
Glenayre Technologies, Inc. (a) 85,000 5,227
TOTAL CONSTRUCTION & REAL ESTATE 20,556
DURABLES - 2.9%
AUTOS, TIRES, & ACCESSORIES - 2.7%
Breed Technologies, Inc. 375,000 7,547
Danaher Corp. 81,600 2,428
Echlin, Inc. 59,000 2,153
Federal Signal Co. 17,200 389
Ford Motor Co. 855,000 23,085
TRW, Inc. 66,000 4,909
40,511
CONSUMER DURABLES - 0.0%
Department 56 Inc. (a) 600 22
CONSUMER ELECTRONICS - 0.1%
Harman International Industries, Inc. 22,500 821
HOME FURNISHINGS - 0.1%
Leggett & Platt, Inc. 27,000 1,040
Rhodes, Inc. (a) 55,000 543
1,583
TOTAL DURABLES 42,937
ENERGY - 7.0%
COAL - 0.0%
Eastern Enterprises Co. 10,000 299
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
ENERGY SERVICES - 0.2%
Smith International, Inc. (a) 210,200 $ 3,626
OIL & GAS - 6.8%
Atlantic Richfield Co. 397,400 45,503
Mobil Corp. 286,200 27,153
Phillips Petroleum Co. 822,000 28,770
Union Texas Petroleum Holdings, Inc. 86,000 1,838
103,264
TOTAL ENERGY 107,189
FINANCE - 7.6%
BANKS - 2.8%
Bank of Boston Corp. 460,349 15,422
BayBanks, Inc. 46,000 2,875
Capital One Financial Corp. 1 -
CoreStates Financial Corp. 125,000 4,078
First Bank System, Inc. 42,700 1,729
Fleet Financial Group, Inc. 711 22
Peoples Heritage Financial Group, Inc. 27,000 371
Union Bank of San Francisco (California) 5,000 194
Wells Fargo & Co. 112,000 18,578
43,269
CREDIT & OTHER FINANCE - 3.8%
A T & T Capital Corp. 7,000 187
Bank of New York Co., Inc. 489,000 16,076
Credit Acceptance Corp. 46,000 920
Dean Witter Discover & Co. 59,700 2,530
First USA, Inc. 316,600 13,456
Green Tree Acceptance, Inc. 491,600 20,094
MBNA Corp. 153,000 4,628
Money Store, Inc. 12,000 281
58,172
INSURANCE - 0.7%
CIGNA Corp. 86,000 6,246
CMAC Investments 9,000 333
MGIC Investment Corp. 70,600 2,991
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Ohio Casualty Corp. 23,000 $ 673
Progressive Corp. (Ohio) 12,000 453
10,696
SAVINGS & LOANS - 0.0%
TCF Financial Corporation 16,000 686
SECURITIES INDUSTRY - 0.3%
Schwab (Charles) Corp. 109,200 3,740
TOTAL FINANCE 116,563
HEALTH - 8.4%
DRUGS & PHARMACEUTICALS - 4.2%
Mylan Laboratories, Inc. 255,500 7,856
Pfizer, Inc. 294,300 25,494
Rhone Poulenc Rorer, Inc. 42,000 1,759
Schering-Plough Corp. 378,100 28,499
Watson Pharmaceuticals, Inc. (a) 39,000 1,214
64,822
MEDICAL EQUIPMENT & SUPPLIES - 2.6%
Boston Scientific Corp. (a) 464,000 12,644
Cardinal Health, Inc. 24,000 1,107
Conmed Corp. (a) 43,200 821
Cordis Corp. (a) 100,000 7,175
Johnson & Johnson 250,000 16,250
Pall Corp. 96,000 2,244
40,241
MEDICAL FACILITIES MANAGEMENT - 1.6%
Health Management Associates, Inc. Class A (a) 35,000 1,015
Health Management, Inc. (Del.) (a) 29,000 526
Healthsource, Inc. (a) 36,000 1,291
Humana, Inc. (a) 467,000 9,106
Oxford Health Plans, Inc. (a) 289,000 12,030
REN Corp. 12,000 192
24,160
TOTAL HEALTH 129,223
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HOLDING COMPANIES - 0.1%
Norfolk Southern Corp. 8,400 $ 566
PMI Group, Inc. (a) 10,900 406
972
INDUSTRIAL MACHINERY & EQUIPMENT - 4.4%
ELECTRICAL EQUIPMENT - 2.2%
Amphenol Corp. Class A (a) 26,600 745
General Electric Co. 571,700 32,015
Holophane Corp. (a) 28,200 536
33,296
INDUSTRIAL MACHINERY & EQUIPMENT - 2.2%
Caterpillar, Inc. 258,000 15,093
Deere & Co. 98,300 8,061
Dover Corp. 37,000 2,405
JLG Industries, Inc. 12,200 244
Parker-Hannifin Corp. 140,000 7,280
Timken Co. 1,360 55
Valmont Industries, Inc. 13,000 279
Varity Corp. (a) 1,000 42
33,459
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 66,755
MEDIA & LEISURE - 3.2%
BROADCASTING - 0.9%
Capital Cities/ABC, Inc. 170,000 14,365
ENTERTAINMENT - 1.5%
Disney (Walt) Co. 412,000 22,815
LODGING & GAMING - 0.3%
La Quinta Motor Inns, Inc. 158,000 4,720
PUBLISHING - 0.3%
Harcourt General, Inc. 99,000 4,046
Pulitzer Publishing Co. 10,000 404
Scholastic Corp. (a) 3,000 168
4,618
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 0.2%
Lone Star Steakhouse Saloon 100,000 $ 3,063
TOTAL MEDIA & LEISURE 49,581
NONDURABLES - 4.1%
BEVERAGES - 0.9%
Coca-Cola Company (The) 234,400 13,624
Mondavi Robert Corp. Class A (a) 11,000 157
13,781
FOODS - 1.5%
CPC International, Inc. 103,000 6,038
Campbell Soup Co. 79,000 4,049
Hormel (George A) & Co. 5,400 148
IBP, Inc. 354,000 13,098
23,333
HOUSEHOLD PRODUCTS - 1.1%
Alberto Culver Co. Class B 5,000 157
Clorox Co. 20,400 1,199
International Flavors & Fragrances, Inc. 24,700 1,269
Procter & Gamble Co. 207,000 14,464
17,089
TOBACCO - 0.6%
Philip Morris Companies, Inc. 127,400 8,632
TOTAL NONDURABLES 62,835
RETAIL & WHOLESALE - 2.7%
DRUG STORES - 0.4%
Eckerd Corp. 40,000 1,165
General Nutrition Companies, Inc. (a) 43,800 1,089
Walgreen Co. 73,500 3,454
5,708
GENERAL MERCHANDISE STORES - 0.4%
Consolidated Stores Corp. (a) 230,000 3,939
Dollar General Corp. 112,700 2,620
6,559
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 1.4%
Kroger Co. (The) (a) 169,000 $ 4,310
Safeway, Inc. (a) 464,000 17,400
21,710
RETAIL & WHOLESALE, MISCELLANEOUS - 0.5%
Creative Computers, Inc. (a) 8,000 197
Lowe's Companies, Inc. 100,000 2,868
Micro Warehouse, Inc. 101,500 3,553
Waban, Inc. (a) 40,000 665
7,283
TOTAL RETAIL & WHOLESALE 41,260
SERVICES - 0.2%
PRINTING - 0.1%
Reynolds & Reynolds Co. Class A 74,800 1,982
SERVICES - 0.1%
CDI Corp. (a) 40,900 1,048
Comdata Holdings Corp. (a) 42,000 483
Corrections Corp. of America (a) 15,000 490
2,021
TOTAL SERVICES 4,003
TECHNOLOGY - 15.6%
COMMUNICATIONS EQUIPMENT - 1.8%
ADC Telecommunications, Inc. (a) 30,000 990
Andrew Corp. (a) 105,500 5,222
DSC Communications Corp. (a) 525,500 19,444
Dynatech Corp. (a) 70,000 1,225
Microcom, Inc. (a) 78,900 829
Premisys Communications, Inc. (a) 1,300 59
Tellabs, Inc. (a) 5,600 386
28,155
COMPUTER SERVICES & SOFTWARE - 4.3%
BMC Software, Inc. (a) 178,000 11,081
Broderbund Software, Inc. (a) 166,100 8,222
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Cadence Design Systems, Inc. (a) 94,800 $ 3,057
Ceridian Corp. (a) 170,000 5,865
Computer Associates International, Inc. 345,000 22,209
Computervision Corporation (a) 122,000 671
Comshare, Inc. (a) 10,000 175
Continuum Co., Inc. (a) 17,000 561
Equifax Inc. 133,000 4,306
Frame Technology Corp. (a) 124,700 2,619
Netmanage, Inc. (a) 168,000 3,066
Oracle Systems Corp. (a) 50,000 1,525
Parametric Technology Corp. (a) 40,000 1,900
Remedy Corp. (a) 1,800 68
Softkey International, Inc. (a) 32,000 784
State of The Art, Inc. (a) 25,000 275
66,384
COMPUTERS & OFFICE EQUIPMENT - 3.9%
Amdahl Corp. (a) 150,000 1,781
Bay Networks, Inc. (a) 100,000 3,637
Filenet Corp. (a) 49,000 1,642
International Business Machines Corp. 257,700 24,417
Proxima Corp. (a) 63,400 2,092
Read Rite Corp. (a) 649,000 13,791
Silicon Graphics, Inc. (a) 312,100 11,704
Symbol Technologies, Inc. (a) 30,000 994
60,058
ELECTRONIC INSTRUMENTS - 1.8%
Credence Systems Corp. (a) 50,000 1,812
Electro Scientific Industries, Inc. (a) 89,000 2,370
KLA Instruments Corp. (a) 132,200 8,196
LTX Corp. (a) 54,000 331
Lam Research Corp. (a) 147,400 7,444
Teradyne, Inc. (a) 143,000 7,239
27,392
ELECTRONICS - 3.8%
Analog Devices, Inc. (a) 20,000 538
Esterline Corp. (a) 30,000 506
Genus, Inc. (a) 90,900 966
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Microchip Technology, Inc. (a) 19,300 $ 545
Micron Technology, Inc. 591,750 48,671
Tencor Instruments (a) 105,000 7,114
Vishay Intertechnology, Inc. 1,000 59
58,399
TOTAL TECHNOLOGY 240,388
TRANSPORTATION - 1.0%
AIR TRANSPORTATION - 0.5%
Northwest Airlines Corp. Class A (a) 102,000 3,034
Pittston Company Services Group 163,000 3,871
6,905
RAILROADS - 0.3%
Illinois Central Corp., Series A 43,000 1,510
Wisconsin Central Transportation Corp. (a) 57,000 3,253
4,763
TRUCKING & FREIGHT - 0.2%
Landstar System, Inc. (a) 110,300 3,199
TOTAL TRANSPORTATION 14,867
UTILITIES - 7.5%
CELLULAR - 0.3%
Century Telephone Enterprises, Inc. 131,700 3,918
ELECTRIC UTILITY - 2.2%
DPL, Inc. 54,000 1,127
Illinova Corp. 404,000 9,393
NIPSCO Industries, Inc. 2,000 65
Ohio Edison Co. 129,000 2,596
Pacific Gas & Electric Co. 205,000 5,509
SCEcorp 264,000 4,422
Unicom Corp. 350,000 9,188
Wisconsin Energy Corp. 40,000 1,110
33,410
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
GAS - 1.0%
Atlanta Gas Light Co. 8,000 $ 292
ONEOK, Inc. 14,000 268
Pacific Enterprises 125,000 3,078
Williams Companies, Inc. 358,000 11,769
15,407
TELEPHONE SERVICES - 4.0%
ALC Communications Corp. (a) 142,400 5,429
Ameritech Corp. 526,200 23,679
Bell Atlantic Corp. 307,100 16,852
Cincinnati Bell, Inc. 500 12
GTE Corp. 386,700 13,196
Southern New England Telecommunications Corp. 21,000 696
U.S. Long Distance Corp. (a) 60,000 930
60,794
TOTAL UTILITIES 113,529
TOTAL COMMON STOCKS
(Cost $1,032,628) 1,168,890
U.S. TREASURY OBLIGATIONS - 9.8%
PRINCIPAL
AMOUNT (000S)
U.S. Treasury Bills, yield at date of purchase
5.63% to 5.90%, 7/6/95 to 7/20/95
(Cost $150,402) $ 152,300 150,388
REPURCHASE AGREEMENTS - 13.7%
MATURITY
AMOUNT
(000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a
joint trading account at 5.93%,
dated 4/28/95 due 5/1/95 $ 209,623 209,519
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,392,549) $ 1,528,797
LEGEND
(a) Non-income producing
INCOME TAX INFORMATION
At April 30, 1995, the aggregate cost of investment securities for income
tax purposes was $1,392,549,000. Net unrealized appreciation aggregated
$136,248,000, of which $151,323,000 related to appreciated investment
securities and $15,075,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) APRIL 30, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 1,528,797
agreements of $209,519) (cost $1,392,549) -
See accompanying schedule

Cash 1

Receivable for investments sold 6,269

Receivable for fund shares sold 7,462

Dividends receivable 1,514

Other receivables 42

TOTAL ASSETS 1,544,085

LIABILITIES

Payable for investments purchased $ 74,918

Payable for fund shares redeemed 5,841

Accrued management fee 765

Other payables and accrued expenses 377

TOTAL LIABILITIES 81,901

NET ASSETS $ 1,462,184

Net Assets consist of:

Paid in capital $ 1,310,300

Undistributed net investment income 5,360

Accumulated undistributed net realized gain (loss) on 10,276
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 136,248
investments

NET ASSETS, for 75,071 shares outstanding $ 1,462,184

NET ASSET VALUE, offering price and redemption price $19.48
per share ($1,462,184 (divided by) 75,071 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL 30, 1995 (UNAUDITED)

INVESTMENT INCOME $ 9,178
Dividends

Interest 6,957

TOTAL INCOME 16,135

EXPENSES

Management fee $ 3,800
Basic fee

Performance adjustment 311

Transfer agent fees 1,413

Accounting fees and expenses 261

Non-interested trustees' compensation 8

Custodian fees and expenses 27

Registration fees 132

Audit 12

Legal 7

Miscellaneous 13

Total expenses before reductions 5,984

Expense reductions (455) 5,529

NET INVESTMENT INCOME 10,606

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

Investment securities 5,407

Futures contracts 10,249 15,656

Change in net unrealized appreciation (depreciation) 72,011
on investment securities

NET GAIN (LOSS) 87,667

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 98,273
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1995 1994
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 10,606 $ 12,778
Net investment income

Net realized gain (loss) 15,656 34,354

Change in net unrealized appreciation (depreciation) 72,011 (8,999)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 98,273 38,133
FROM OPERATIONS

Distributions to shareholders (14,995) (8,598)
From net investment income

From net realized gain (31,226) (42,587)

TOTAL DISTRIBUTIONS (46,221) (51,185)

Share transactions 497,971 606,456
Net proceeds from sales of shares

Reinvestment of distributions 44,134 48,929

Cost of shares redeemed (214,273) (349,866)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 327,832 305,519
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 379,884 292,467

NET ASSETS

Beginning of period 1,082,300 789,833

End of period (including undistributed net investment $ 1,462,184 $ 1,082,300
income of $5,360 and $10,834, respectively)

OTHER INFORMATION
Shares

Sold 27,073 32,828

Issued in reinvestment of distributions 2,514 2,732

Redeemed (11,656) (18,967)

Net increase (decrease) 17,931 16,593

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED OCTOBER 31,
ENDED
APRIL 30,
1995

(UNAUDITED) 1994 1993 1992 1991 1990

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, $ 18.94 $ 19.48 $ 17.27 $ 16.74 $ 12.02 $ 13.25
beginning of period

Income from
Investment
Operations

Net investment .13 .21 .19 .19 .29 .32
income

Net realized and 1.18 .50 3.20 1.89 4.73 (1.29)
unrealized gain
(loss)

Total from 1.31 .71 3.39 2.08 5.02 (.97)
investment
operations

Less Distributions (.25) (.21) (.19) (.23) (.30) (.13)
From net
investment
income

From net realized (.52) (1.04) (.99) (1.32) - (.13)
gain

Total distributions (.77) (1.25) (1.18) (1.55) (.30) (.26)

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

TOTAL RETURN B 7.36% 4.01% 20.76% 13.99% 42.50% (7.51)
%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 1,462 $ 1,082 $ 790 $ 341 $ 154 $ 96
period (in millions)

Ratio of expenses to .92% 1.05% 1.09% 1.16% 1.19% 1.24%
average net A
assetsC

Ratio of expenses to .99% 1.07% 1.11% 1.16% 1.19% 1.24%
average net assets A
before expense
reductionsC

Ratio of net 1.76% 1.43% 1.39% 1.79% 2.05% 2.29%
investment income A
to average net
assets

Portfolio turnover 222% 139% 279% 255% 210% 171%
rate A

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1995 (Unaudited)

1. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity Disciplined Equity Fund (the fund) is a fund of Fidelity Capital
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days 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. 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. The
effects of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or loss
on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned 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, which may result in distribution
reclassifications, 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 the per-share allocation between net investment income and realized
and unrealized gain loss. Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments may
include temporary book and tax basis differences which will reverse in a
subsequent period. Any taxable income or gain remaining at fiscal year end
is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements that
mature in 60 days or less from the date of purchase, and are collateralized
by U.S. Treasury or Federal Agency obligations.
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. FMR, the fund's
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to the resale price.
FUTURES CONTRACTS AND OPTIONS. The fund may use futures and options
contracts to manage its exposure to the stock market. Buying futures,
writing puts, and buying calls tend to increase the fund's exposure to the
underlying instrument. Selling futures, buying puts, and writing calls tend
to decrease the fund's exposure to the underlying
2. OPERATING POLICIES -
CONTINUED
FUTURES CONTRACTS AND OPTIONS - CONTINUED
instrument, or hedge other fund investments. Losses may arise from changes
in the value of the underlying instruments, if there is an illiquid
secondary market for the contracts, or if the counterparties do not perform
under the contracts' terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options 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 $1,294,316,000 and $1,099,459,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $1,089,753,000 and $1,100,002,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management &
Research Company (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 .2700% to
.5200% for the period. In the event that these rates were lower than the
contractual rates in effect during the period, FMR voluntarily implemented
the above rates, as they resulted in the same or a lower management fee.
The 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 annualized rate of .67% 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.
During the period November 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives
account fees and asset-based fees that vary according to account size and
type of account. FSC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
ACCOUNTING FEES - CONTINUED
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 $330,040 for the period.
5. 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
$455,000 under this arrangement.
TO CALL FIDELITY

FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone
services for quotes and balances. The services are easy to use,
confidential and quick. All you need is a Touch Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call -
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.

(PHONE_GRAPHIC)(PHONE_GRAPHIC)(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)(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.
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
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, 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
1271 Avenue of the
Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
1903 East Ninth Street
Cleveland, 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
2701 Drexel Drive
Houston, TX
1010 Lamar Street
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
William J. Hayes, Vice President
Bradford F. Lewis, Vice President
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export 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

STOCK SELECTOR

SEMIANNUAL REPORT
APRIL 30, 1995
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

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

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

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

FINANCIAL STATEMENTS 18 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 22 Notes to the financial statements.

Stock Selector 7.24% 8.52% 138.15%

S&P 500(registered trademark) 10.47% 17.47% 96.13%

Average Growth Fund 6.53% 10.75% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year or since the fund
started on September 28, 1990. For example, if you invested $1,000 in a
fund that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare the fund's returns to the performance of
the Standard & Poor's Composite Index of 500 Stocks - a common proxy for
the U.S. stock market. To measure how the fund's performance stacked up
against its peers, you can compare it to the average growth fund, which
reflects the performance of 564 growth funds with similar objectives
tracked by Lipper Analytical Services over the past six months. Both
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 LIFE OF
YEAR FUND

Stock Selector 8.52% 20.80%

S&P 500(registered trademark) 17.47% 15.80%

Average Growth Fund 10.75% 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 SelStandard & Poor
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
11/30/94 21134.33 17107.54
12/31/94 21574.26 17361.25
01/31/95 20851.50 17811.42
02/28/95 22176.56 18505.53
03/31/95 22995.68 19051.63
04/28/95 23814.80 19612.70

$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 April 30, 1995, the value of your investment would have grown to
$23,815 - a 138.15% increase on your initial investment. For comparison,
look at how the S&P 500 did over the same period. With dividends
reinvested, the same $10,000 investment would have grown to $19,613 - a
96.13% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
growth in the long run and
volatility in the short run. In
turn, the share price and
return of a fund that invests in
stocks will vary. That means if
you sell your shares during a
market downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Brad Lewis,
Portfolio Manager of Fidelity Stock Selector Fund
Q. HOW HAS THE FUND PERFORMED, BRAD?
A. Results were mixed. For the six months ended April 30, 1995, Stock
Selector returned 7.24%. That trails the S&P 500 which returned 10.47% for
the same time period but beats the average growth fund tracked by Lipper
Analytical Services, which had a total return of 6.53% for the same time
period.
Q. WHAT FACTORS INFLUENCED RETURNS?
A. The market forces influencing stock returns during the first three
months of the period and last three months of the period were as different
as night and day. The first part was dominated by the Mexican financial
crisis, the Orange County bankruptcy and the collapse of Barings Plc. in
England. Because of the "crisis-a-week" atmosphere, the larger and more
well-known stocks of the Dow Jones Industrial Average outperformed smaller
and medium-sized stocks. Naturally, this was disappointing news for Stock
Selector, since the portfolio primarily invests in more aggressive stocks
than the larger cap names of the Dow that have historically had slower
growth rates and more predictable earnings. However, the last three months
of the period were much kinder to investors in growth funds. The market put
its more conservative "flight to safety" mentality behind it and began
focusing on companies with strong business prospects.
Q. IS THAT WHY YOU HAVE BEEN EMPHASIZING GROWTH STOCKS IN THE FUND?
A. I have emphasized growth stocks because of the current phase of the
business cycle in the U.S. economy. Though production has been slowing, I
don't think a recession is imminent. I believe that unless the economy is
headed for a recession, growth stocks can do well since the market
generally rewards companies with strong earnings. Historically, growth
stocks have outperformed cyclical and value stocks during such periods.
Fortunately for the fund, there are many growth stocks available that are
trading at reasonable valuations.
Q. THE FUND'S TECHNOLOGY HOLDINGS HAVE NEARLY TRIPLED FROM 12% OF THE FUND
TO ALMOST 34% OF THE FUND. WHY?
A. The quick answer is that a lot of growth stocks just happen to be in
technology. The fund's increased exposure is driven by the fact that our
research has been pointing towards technology stocks based on their
individual business prospects. Many technology companies have been
delivering excellent earnings
growth, have above average prospects for growth over the next twelve
months, and have been trading at very reasonable prices. By contrast,
inventories at many cyclical companies have risen in the past three months
and the valuations of utilities and most of the big consumer nondurable
stocks were driven up to the stratosphere during the recent
flight-to-safety period I mentioned earlier. Relatively speaking, the
shares of technology stocks are very attractive. However, shareholders
should be aware that technology stocks can be more volatile than the
market. For that reason, I am currently holding more short-term investments
than usual in the portfolio - about 23% -which may help offset some of the
increased volatility attributable to technology stocks.
Q. WHAT OTHER CHANGES HAVE YOU MADE TO THE FUND'S HOLDINGS?
A. As growth has slowed at many financial institutions, I've cut financial
stocks in the fund. Meanwhile, the health care industry has become more
attractive now that the potential for universal healthcare seems remote.
I've also increased the fund's holdings in paper stocks such as Scott and
Stone Container. Paper demand is high and prices have risen. The paper
stocks that the fund owns have had good inventory levels and are very
attractive.
Q. WHY HAVE YOU CUT THE FUND'S FOREIGN HOLDINGS FROM 17% TO 10% OF THE
FUND?
A. The country-selection models have indicated that individual holdings in
both Hong Kong and Japan were slipping. I intend at this time to keep 10%
to 20% of the fund's assets in foreign stocks for the foreseeable future.
Q. HAVE YOU MADE ANY CHANGES TO THE FUND'S STOCK SELECTION METHOD?
A. Yes. The investment process for the fund is constantly evolving. I'm
constantly trying to improve my techniques in order to process data to more
accurately forecast the returns of individual stocks, industries and
markets in general. If we discover "a better mousetrap," we implement it.
For instance, for several years we have used an increasingly popular form
of artificial intelligence called a neural network to combine several
indicators into one forecast. However, recently, we have written an
extensive program that uses a less well-known form of artificial
intelligence, which is designed to process data more accurately than a
neural net. The bottom line is that the fund continues to be primarily
invested in smaller stocks that have had higher-than-average revenue
growth, and better short-term business prospects at favorable
price-to-earnings ratios.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. I'm reasonably upbeat about the next six months. Certainly, there is no
shortage of attractive stocks to buy. I plan to continue to track economic
trends and try to yield the best possible results for the fund. However, as
shareholders know, no method is foolproof and there are always risks
involved in investing.

FUND FACTS
GOAL: to increase the value
of the fund's shares by
investing mainly in common
stocks that are determined,
through both technical and
fundamental analysis, to be
undervalued compared to
others in their industries
START DATE: September 28,
1990
SIZE: as of April 30, 1995,
more than $793 million
MANAGER: Bradford Lewis,
since 1990; manager,
Fidelity Disciplined Equity,
since 1988, and Fidelity
Small Cap Stock, since June
1993; joined Fidelity in 1985
(checkmark)
BRAD LEWIS ON STOCK SELECTION
METHODOLOGY:
"There are many elements
involved in making stock
selections by using computer
models. For example, you
must identify the variables
that you want to look at -
such as changes in earnings -
and figure out a way to
transform that information into
something that can be
evaluated quantitatively.
When we started Stock
Selector in 1990, we used
regression models to feed our
data into an optimizer before
actually buying or selling
stock. Then, we evolved into
using the neural network.
"Since February 1995, we've
been using a new technique.
It's proprietary, and we
wouldn't want to open the
cookbook to our competitors,
but it involves using
algorithms - complex series
of equations - to arrive at
investment decisions.
"Managing this fund is always
an evolving process. I've
always made changes to the
way I pick stocks, and I
probably always will."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Micron Technology, Inc. 5.0 2.1

International Business Machines 4.3 3.1
Corp.

Pfizer, Inc. 3.0 1.9

Computer Associates International, 2.8 0.0
Inc.

Scott Paper Co. 2.6 1.2

Tellabs, Inc. 1.9 1.0

Stone Container Corp. 1.9 0.0

Safeway, Inc. 1.6 0.6

KLA Instruments Corp. 1.6 0.8

Atmel Corp. 1.6 0.0

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Technology 33.5 12.0

Basic Industries 10.7 9.3

Health 8.9 4.9

Finance 4.8 12.7

Retail & Wholesale 3.0 4.4

ASSET ALLOCATION
AS OF APRIL 30, 1995* AS OF OCTOBER 31, 1994**
Row: 1, Col: 1, Value: 23.5
Row: 1, Col: 2, Value: 36.5
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 1, Value: 20.2
Row: 1, Col: 2, Value: 40.0
Row: 1, Col: 3, Value: 39.8
Stocks 76.5%
Short-term
Investments 23.5%
FOREIGN
INVESTMENTS 10.1%
Stocks 79.8%
Short-term
Investments 20.2%
FOREIGN
INVESTMENTS 17.4%
*
**
INVESTMENTS APRIL 30, 1995 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 76.5%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 1.3%
McDonnell Douglas Corp. 168,300 $ 10,434,600
BASIC INDUSTRIES - 10.7%
CHEMICALS & PLASTICS - 1.3%
Cabot Corp. 15,000 588,750
Eastman Chemical Co. 15,500 879,625
NL Industries, Inc. (a) 15,000 221,250
Praxair, Inc. 179,500 4,263,125
Sealed Air Corp. (a) 17,000 726,750
Wellman, Inc. 158,800 4,287,600
10,967,100
METALS & MINING - 1.3%
Alumax, Inc. (a) 103,000 2,909,750
ASARCO, Inc. 241,700 6,586,325
Phelps Dodge Corp. 27,100 1,534,538
11,030,613
PACKAGING & CONTAINERS - 0.4%
Settsu Corp. (a) 807,000 3,393,056
PAPER & FOREST PRODUCTS - 7.7%
Federal Paper Board Co., Inc. 223,200 6,612,300
Georgia-Pacific Corp. 148,000 11,747,500
Mead Corp. 33,000 1,707,750
Nichiei Co. Ltd. (a) 511,000 2,676,536
Scott Paper Co. 237,600 21,176,100
Stone Container Corp. (a) 773,400 15,371,325
Willamette Industries, Inc. 83,000 4,253,750
63,545,261
TOTAL BASIC INDUSTRIES 88,936,030
CONSTRUCTION & REAL ESTATE - 1.1%
CONSTRUCTION - 0.7%
DIA Kensetsu Co. Ltd. (a) 231,000 3,841,084
Nakanogumi Corp. 309,000 1,761,624
5,602,708
ENGINEERING - 0.4%
Glenayre Technologies, Inc. (a) 59,000 3,628,500
TOTAL CONSTRUCTION & REAL ESTATE 9,231,208
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 1.6%
AUTOS, TIRES, & ACCESSORIES - 0.1%
Danaher Corp. 32,000 $ 952,000
CONSUMER DURABLES - 0.0%
Libbey, Inc. 7,000 135,625
CONSUMER ELECTRONICS - 0.1%
Harman International Industries, Inc. 13,000 474,500
TEXTILES & APPAREL - 1.4%
NIKE, Inc. Class B 122,000 9,348,250
Shikibo Ltd. (a) 650,000 1,891,442
11,239,692
TOTAL DURABLES 12,801,817
FINANCE - 4.8%
BANKS - 0.4%
Wells Fargo & Co. 20,000 3,317,500
CLOSED END INVESTMENT COMPANY - 0.9%
Five Arrows Chile Investment Trust Ltd. 1,650,000 4,339,500
GT Chile Growth Fund 97,500 3,217,500
7,557,000
CREDIT & OTHER FINANCE - 2.3%
Bank of New York Co., Inc. 91,000 2,991,625
First USA, Inc. 223,400 9,494,500
Green Tree Acceptance, Inc. 169,800 6,940,575
19,426,700
INSURANCE - 1.0%
MGIC Investment Corp. 69,000 2,923,875
Royale Insurance Holdings PLC 1,044,852 5,107,654
8,031,529
SECURITIES INDUSTRY - 0.2%
Kleinwort Benson Group Ord. 6,828 63,262
Schwab (Charles) Corp. 40,000 1,370,000
1,433,262
TOTAL FINANCE 39,765,991
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - 8.9%
DRUGS & PHARMACEUTICALS - 5.3%
Amgen, Inc. (a) 168,000 $ 12,211,500
Mylan Laboratories, Inc. 202,000 6,211,500
Pfizer, Inc. 291,000 25,207,875
43,630,875
MEDICAL EQUIPMENT & SUPPLIES - 1.7%
Becton Dickinson & Co. 72,700 4,053,025
Boston Scientific Corp. (a) 131,000 3,569,750
Medtronic, Inc. 86,500 6,433,438
14,056,213
MEDICAL FACILITIES MANAGEMENT - 1.9%
Health Management Associates, Inc. Class A (a) 64,000 1,856,000
Healthsource, Inc. 19,000 681,625
HEALTHSOUTH Rehabilitation Corp. (a) 152,000 3,002,000
Humana, Inc. (a) 460,400 8,977,800
Lincare Holdings, Inc. 50,000 1,543,750
16,061,175
TOTAL HEALTH 73,748,263
HOLDING COMPANIES - 0.3%
Jardine Matheson Holdings Ltd. Ord. 254,213 2,020,993
PMI Group, Inc. (a) 6,000 223,500
2,244,493
INDUSTRIAL MACHINERY & EQUIPMENT - 3.0%
ELECTRICAL EQUIPMENT - 0.1%
Amphenol Corp. Class A (a) 26,000 728,000
INDUSTRIAL MACHINERY & EQUIPMENT - 2.8%
Caterpillar, Inc. 122,000 7,137,000
Deere & Co. 157,100 12,882,200
JLG Industries, Inc. 2,800 56,000
Kennametal, Inc. 70,447 2,359,975
Parker-Hannifin Corp. 20,600 1,071,200
23,506,375
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - 0.1%
Thermo Instrument Systems, Inc. (a) 24,000 $ 561,000
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 24,795,375
MEDIA & LEISURE - 2.0%
BROADCASTING - 0.1%
Clear Channel Communications, Inc. (a) 12,000 675,000
LEISURE DURABLES & TOYS - 0.7%
Cobra Golf, Inc. (a) 102,000 2,218,500
Kawai Musical Instrument Manufacturing Co. Ltd. 450,000 2,137,896
Takara Co. Ltd. 115,000 1,324,900
5,681,296
LODGING & GAMING - 1.2%
Forte PLC 1,340,000 4,924,982
La Quinta Motor Inns, Inc. 77,875 2,326,516
Mirage Resorts, Inc. (a) 96,000 2,880,000
10,131,498
TOTAL MEDIA & LEISURE 16,487,794
NONDURABLES - 1.9%
BEVERAGES - 0.6%
Bass PLC Ord. 560,000 4,955,933
FOODS - 1.3%
Hillsdown Holdings PLC 1,850,000 5,487,248
Hudson Foods, Inc. Class A 28,800 496,800
IBP, Inc. 107,400 3,973,800
Myojo Foods Co. Ltd. (a) 165,000 758,418
10,716,266
TOTAL NONDURABLES 15,672,199
RETAIL & WHOLESALE - 3.0%
DRUG STORES - 0.0%
Eckerd Corp. 13,000 378,625
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 2.8%
Kroger Co. (The) (a) 154,300 $ 3,934,650
Safeway, Inc. (a) 363,400 13,627,500
Tesco PLC Ord. 1,340,000 6,037,424
23,599,574
RETAIL & WHOLESALE, MISCELLANEOUS - 0.2%
Creative Computers, Inc. (a) 4,500 110,813
Taka Q Co. Ltd. Ord. (a) 364,000 1,469,919
1,580,732
TOTAL RETAIL & WHOLESALE 25,558,931
SERVICES - 0.5%
PRINTING - 0.1%
Reynolds & Reynolds Co. Class A 29,300 776,450
SERVICES - 0.4%
Manpower, Inc. 101,100 3,374,213
TOTAL SERVICES 4,150,663
TECHNOLOGY - 33.5%
COMMUNICATIONS EQUIPMENT - 6.6%
ADC Telecommunications, Inc. (a) 183,000 6,039,000
Andrew Corp. (a) 164,800 8,157,600
Cabletron Systems, Inc. (a) 187,000 8,882,500
DSC Communications Corp. (a) 184,200 6,815,400
Microcom, Inc. (a) 51,000 535,500
Microdyne Corp. (a) 11,300 189,275
Nokia Corp. AB, Series K 200,000 8,208,256
Tellabs, Inc. (a) 226,500 15,628,500
54,456,031
COMPUTER SERVICES & SOFTWARE - 6.6%
Cadence Design Systems, Inc. (a) 60,000 1,935,000
Ceridian Corp. (a) 218,000 7,521,000
Computer Associates International, Inc. 364,000 23,432,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
CUC International, Inc. (a) 102,000 $ 4,156,500
Macromedia, Inc. (a) 49,000 1,641,500
McAfee Associates, Inc. (a) 5,100 168,300
Mutoh Industries Ltd. (a) 300,000 2,312,490
Oracle Systems Corp. (a) 407,000 12,413,500
Paychex, Inc. 23,000 1,095,375
SPS Transaction Services, Inc. (a) 1,200 36,750
54,712,915
COMPUTERS & OFFICE EQUIPMENT - 6.7%
International Business Machines Corp. 376,600 35,682,850
Proxima Corp. (a) 34,000 1,122,000
Read Rite Corp. (a) 301,400 6,404,750
Silicon Graphics, Inc. (a) 269,000 10,087,500
Symbol Technologies, Inc. (a) 67,000 2,219,375
55,516,475
ELECTRONIC INSTRUMENTS - 3.8%
KLA Instruments Corp. (a) 214,200 13,280,400
Lam Research Corp. (a) 102,000 5,151,000
Teradyne, Inc. (a) 254,000 12,858,750
31,290,150
ELECTRONICS - 9.8%
Advanced Micro Devices, Inc. (a) 137,000 4,932,000
Alliance Semiconductor Corp. (a) 130,300 5,309,725
Analog Devices, Inc. (a) 10,900 292,938
Atmel Corp. (a) 298,300 13,125,200
Linear Technology Corp. 52,000 3,107,000
Microchip Technology, Inc. (a) 71,700 2,025,525
Micron Technology, Inc. 500,750 41,186,688
Sierra Semiconductor Corp. (a) 49,000 1,249,500
Tec Corp. (a) 691,000 3,479,828
Tencor Instruments (a) 91,000 6,165,250
80,873,654
TOTAL TECHNOLOGY 276,849,225
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - 2.7%
AIR TRANSPORTATION - 1.8%
AMR Corp. (a) 104,000 $ 7,007,000
Cathay Pacific Airways Ltd. 2,000,000 2,802,900
Northwest Airlines Corp. Class A (a) 167,000 4,968,250
14,778,150
RAILROADS - 0.1%
Wisconsin Central Transportation Corp. (a) 20,000 1,141,250
SHIPPING - 0.8%
Associated British Ports PLC Ord. 1,140,000 5,200,634
Shun Tak Holdings Ltd. 2,500,000 1,517,700
6,718,334
TRUCKING & FREIGHT - 0.0%
Landstar System, Inc. (a) 8,600 249,400
TOTAL TRANSPORTATION 22,887,134
UTILITIES - 1.2%
TELEPHONE SERVICES - 0.6%
ALC Communications Corp. (a) 119,000 4,536,875
U.S. Long Distance Corp. (a) 21,200 328,600
4,865,475
WATER - 0.6%
Yorkshire Water Ord. 574,424 5,055,785
TOTAL UTILITIES 9,921,260
TOTAL COMMON STOCKS
(Cost $541,949,890) 633,484,983
U.S. TREASURY OBLIGATIONS - 0.9%
PRINCIPAL
AMOUNT
U.S. Treasury Bills, yields at date of purchase
5.6759% to 5.903%, 7/6/95 to 7/13/95
(Cost $7,512,916) $ 7,600,000 7,513,166
REPURCHASE AGREEMENTS - 22.6%
MATURITY VALUE (NOTE 1)
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.93%, dated
4/28/95 due 5/1/95 (Note 3) $ 187,636,678 $ 187,544,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $737,006,806) $ 828,542,149
LEGEND
(b) 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 89.9%
United Kingdom 5.0
Japan 3.0
Finland 1.0
Others (individually less than 1%) 1.1
TOTAL 100.0%
INCOME TAX INFORMATION
At April 30, 1995, the aggregate cost of investment securities for income
tax purposes was $737,007,573. Net unrealized appre-
ciation aggregated $91,534,576, of which $100,328,957 related to
appreciated invest-
ment securities and $8,794,381 related to depreciated investment
securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 828,542,149
agreements of $187,544,000) (cost $737,006,806) -
See accompanying schedule

Cash 398

Receivable for investments sold 7,869,102

Receivable for fund shares sold 9,492,822

Dividends receivable 917,739

Other receivables 43,241

TOTAL ASSETS 846,865,451

LIABILITIES

Payable for investments purchased $ 43,116,541

Payable for fund shares redeemed 9,621,799

Accrued management fee 456,204

Other payables and accrued expenses 208,278

TOTAL LIABILITIES 53,402,822

NET ASSETS $ 793,462,629

Net Assets consist of:

Paid in capital $ 709,868,077

Undistributed net investment income 1,492,597

Accumulated undistributed net realized gain (loss) on (9,438,992)
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 91,540,947
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 40,138,518 shares outstanding $ 793,462,629

NET ASSET VALUE, offering price and redemption price per $19.77
share ($793,462,629 (divided by) 40,138,518 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1995 (UNAUDITED)

INVESTMENT INCOME $ 4,273,411
Dividends

Interest 3,272,773

TOTAL INCOME 7,546,184

EXPENSES

Management fee $ 2,351,916
Basic fee

Performance adjustment 199,056

Transfer agent fees 1,019,646

Accounting fees and expenses 190,288

Non-interested trustees' compensation 4,820

Custodian fees and expenses 36,098

Registration fees 40,971

Audit 10,710

Legal 6,113

Miscellaneous 9,064

Total expenses before reductions 3,868,682

Expense reductions (261,820) 3,606,862

NET INVESTMENT INCOME 3,939,322

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

Investment securities (4,544,618)

Foreign currency transactions (188)

Futures contracts 547,203 (3,997,603)

Change in net unrealized appreciation (depreciation) on:

Investment securities 51,222,698

Assets and liabilities in foreign currencies 416 51,223,114

NET GAIN (LOSS) 47,225,511

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 51,164,833
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1995 1994
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 3,939,322 $ 7,152,001
Net investment income

Net realized gain (loss) (3,997,603) 36,859,604

Change in net unrealized appreciation (depreciation) 51,223,114 (22,968,955)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 51,164,833 21,042,650
FROM OPERATIONS

Distributions to shareholders (6,170,269) (8,457,602)
From net investment income

From net realized gain (33,319,815) (30,735,823)

TOTAL DISTRIBUTIONS (39,490,084) (39,193,425)

Share transactions 301,945,783 823,786,159
Net proceeds from sales of shares

Reinvestment of distributions 38,745,642 38,405,444

Cost of shares redeemed (370,686,270) (631,684,410)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (29,994,845) 230,507,193
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (18,320,096) 212,356,418

NET ASSETS

Beginning of period 811,782,725 599,426,307

End of period (including undistributed net investment $ 793,462,629 $ 811,782,725
income of $1,492,597 and $4,515,327, respectively)

OTHER INFORMATION
Shares

Sold 16,400,289 42,750,832

Issued in reinvestment of distributions 2,220,381 2,080,468

Redeemed (20,216,331) (32,841,454)

Net increase (decrease) (1,595,661) 11,989,846

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS YEARS ENDED OCTOBER 31, SEPTEMBER 28,
ENDED 1990
APRIL 30, 1995 (COMMENCEMENT
OF
OPERATIONS) TO
OCTOBER 31,

(UNAUDITED) 1994 1993 1992 1991 1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, $ 19.45 $ 20.15 $ 16.77 $ 15.19 $ 9.80 $ 10.00
beginning of period

Income from
Investment
Operations

Net investment .08 .16 .19 .16 .12 .02
income

Net realized and 1.20 .44 3.61 1.97 5.30 (.22)
unrealized gain
(loss)

Total from 1.28 .60 3.80 2.13 5.42 (.20)
investment
operations

Less Distributions (.15) (.28) (.10) (.08) (.03) -
From net
investment
income

From net realized (.81) (1.02) (.32) (.47) - -
gain

Total distributions (.96) (1.30) (.42) (.55) (.03) -

Net asset value, end $ 19.77 $ 19.45 $ 20.15 $ 16.77 $ 15.19 $ 9.80
of period

TOTAL RETURN B, C 7.24% 3.32 23.09 14.63 55.43 (2.00)%
% % % %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 793,463 $ 811,783 $ 599,426 $ 260,980 $ 98,737 $ 686
period (000 omitted)

Ratio of expenses to .97% 1.09 1.10 1.22 1.43 2.50% A,
average net assets A % % % % D

Ratio of expenses to 1.04% 1.12 1.11 1.22 1.43 2.50% A,
average net assets A % % % % D
before expense
reductions

Ratio of net 1.06% 1.01 1.52 1.43 1.20 2.27% A
investment income A % % % %
to average net
assets

Portfolio turnover rate 238% 187 192 268 317 207% A
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 (SEE NOTE 6 OF NOTES TO FINANCIAL
STATEMENTS).
D LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1995 (Unaudited)

6. 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.
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. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned 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, which may result in distribution
reclassifications, are primarily due to differing treatments for futures
and options 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 the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
7. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY
CONTRACTS. The fund may use foreign currency contracts to facilitate
transactions in foreign securities and to manage the fund's currency
exposure. Contracts to buy generally are used to acquire exposure to
foreign currencies, while contracts to sell are used to hedge the fund's
investments against currency fluctuations. Also, a contract to buy or sell
can offset a previous contract. Losses may arise from changes in the value
of the foreign currency or if the counterparties do not perform under the
contracts' terms.The U.S. dollar value of forward foreign currency
contracts is determined using forward currency exchange rates supplied by a
quotation service. 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.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
agreements that mature in 60 days or less from the date of purchase, and
are collateralized by U.S. Treasury or Federal Agency obligations.
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. FMR, the fund's
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to the resale price.
FUTURES CONTRACTS AND OPTIONS.
The fund may use futures and options contracts to manage its exposure to
the stock and bond markets and to fluctuations in interest rates and
currency values. Buying futures, writing puts, and buying calls tend to
increase the fund's exposure to the underlying instrument. Selling futures,
buying puts, and writing calls tend to decrease the fund's exposure to the
underlying instrument, or hedge other fund investments. Losses may arise
from changes in the value of the underlying instruments, if there is an
illiquid secondary market for the contracts, or if the counterparties do
not perform under the contracts' terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options 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.
8. JOINT TRADING ACCOUNT.
At the end of the period, the fund had 20% or more of its total investments
in repurchase agreements through a joint trading account. These repurchase
agreements were with entities whose creditworthiness has been reviewed and
found satisfactory by FMR. The repurchase agreements were dated April 28,
1995 and due May 1, 1995. The maturity values of the joint trading account
investments were $187,636,678 at 5.93%. The investments in repurchase
agreements through the joint trading account are summarized as follows:
SUMMARY OF JOINT TRADING
Number of dealers or banks 20
Maximum amount with one dealer or bank 18.9%
Aggregate principal amount of agreements $15,961,400,000
Aggregate maturity amount of agreements $15,969,281,000
Aggregate market value of collateral $16,304,796,000
Coupon rates of collateral 0.0% to 15 3/4%
Maturity dates of collateral 4/30/95 to 2/15/25
9. PURCHASES AND SALES
OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $763,942,949 and $840,115,535, respectively.
The market value of futures contracts opened and closed during the period
amounted to $501,464,533 and $502,011,736, respectively.
10. 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 .2700% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The 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 annualized rate of .67% of average
net assets after the performance adjustment.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
During the period November 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives
account fees and asset-based fees that vary according to account size and
type of account. FSC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $142,982 for the period.
11. 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
$261,820 under this arrangement.
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)(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)(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)(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

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
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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
Export 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

VALUE
FUND
SEMIANNUAL REPORT
APRIL 30, 1995
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

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

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

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

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

NOTES 28 Notes to the financial statements.

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells investments that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS

Value 3.77% 12.56% 103.81% 254.16%

S&P 500(registered trademark) 10.47% 17.47% 81.29% 297.20%

Average Capital Appreciation 5.13% 8.73% 77.88% 235.56%
Fund

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one, five, or 10 years. For
example, if you invested $1,000 in a fund that had a 5% return over the
past year, the value of your investment would be $1,050. You can compare
the fund's returns to the performance of the Standard & Poor's Composite
Index of 500 Stocks - a common proxy for the U.S. stock market. To measure
how the fund stacked up against its peers, you can compare it to the
average capital appreciation fund, which reflects the performance of 152
capital appreciation funds with similar objectives tracked by Lipper
Analytical Services over the past six months. Both benchmarks include
reinvested dividends and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Value 12.56% 15.30% 13.48%

S&P 500(registered trademark) 17.47% 12.64% 14.79%

Average Capital Appreciation Fund 8.73% 11.79% 12.15%

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.

$10,000 OVER 10 YEARS
Value (039) Standard & Poor'
04/30/85 10000.00 10000.00
05/31/85 10345.17 10578.00
06/30/85 10395.93 10744.07
07/31/85 10477.15 10727.96
08/31/85 10314.72 10636.77
09/30/85 9949.23 10303.84
10/31/85 10299.49 10779.88
11/30/85 10791.87 11519.38
12/31/85 11261.45 12076.91
01/31/86 11654.78 12144.55
02/28/86 12384.49 13052.96
03/31/86 13259.12 13781.31
04/30/86 13057.28 13625.58
05/31/86 13424.73 14350.46
06/30/86 13636.92 14592.99
07/31/86 13088.33 13777.24
08/31/86 13771.47 14799.51
09/30/86 13114.21 13575.59
10/31/86 13709.37 14358.90
11/30/86 13548.94 14707.82
12/31/86 12920.91 14332.77
01/31/87 13810.63 16263.40
02/28/87 14377.48 16905.80
03/31/87 14469.10 17394.38
04/30/87 14234.34 17239.57
05/31/87 14583.61 17389.56
06/30/87 15070.31 18267.73
07/31/87 16295.63 19193.90
08/31/87 15997.89 19909.83
09/30/87 16078.05 19473.81
10/31/87 12029.91 15279.15
11/30/87 11125.23 14020.15
12/31/87 11812.33 15087.08
01/31/88 12258.94 15722.25
02/29/88 13392.65 16454.90
03/31/88 13306.76 15946.45
04/30/88 13272.40 16123.45
05/31/88 13243.78 16263.73
06/30/88 13804.90 17010.23
07/31/88 13862.16 16945.59
08/31/88 13707.57 16369.44
09/30/88 14703.85 17066.78
10/31/88 15562.72 17541.24
11/30/88 14909.98 17290.40
12/31/88 15243.46 17592.98
01/31/89 15844.10 18880.79
02/28/89 15482.55 18410.66
03/31/89 16141.51 18839.62
04/30/89 17027.89 19817.40
05/31/89 17576.05 20620.01
06/30/89 18083.39 20502.47
07/31/89 19768.68 22353.84
08/31/89 19844.49 22791.98
09/30/89 19471.28 22698.53
10/31/89 18170.86 22171.93
11/30/89 18614.05 22624.23
12/31/89 18741.08 23167.22
01/31/90 17047.33 21612.70
02/28/90 17144.30 21891.50
03/31/90 17525.72 22471.62
04/30/90 17377.03 21909.83
05/31/90 18501.89 24046.04
06/30/90 17939.46 23882.53
07/31/90 17771.38 23806.10
08/31/90 16213.39 21654.03
09/30/90 15612.18 20599.48
10/31/90 15263.09 20510.90
11/30/90 15954.81 21835.91
12/31/90 16338.11 22445.13
01/31/91 17205.86 23423.74
02/28/91 18243.10 25098.53
03/31/91 18602.40 25705.92
04/30/91 18846.45 25767.61
05/31/91 19897.25 26880.77
06/30/91 18975.26 25649.64
07/31/91 19904.02 26844.91
08/31/91 20385.36 27481.13
09/30/91 20229.43 27022.20
10/31/91 20466.71 27384.29
11/30/91 19300.67 26280.71
12/31/91 20617.99 29287.22
01/31/92 21470.67 28742.48
02/29/92 22309.37 29116.13
03/31/92 22120.66 28548.37
04/30/92 22742.69 29387.69
05/31/92 22973.34 29531.69
06/30/92 22672.80 29091.67
07/31/92 23392.69 30281.51
08/31/92 22847.53 29660.74
09/30/92 23252.90 30010.74
10/31/92 23350.75 30115.78
11/30/92 24378.16 31142.73
12/31/92 24978.77 31525.78
01/31/93 25664.18 31790.60
02/28/93 25798.44 32222.95
03/31/93 27063.28 32902.85
04/30/93 27211.67 32106.61
05/31/93 27776.96 32967.06
06/30/93 27776.96 33062.67
07/31/93 28370.51 32930.42
08/31/93 29359.77 34178.48
09/30/93 29345.64 33915.30
10/31/93 30228.90 34617.35
11/30/93 29614.15 34288.49
12/31/93 30708.16 34703.38
01/31/94 32303.49 35883.29
02/28/94 32013.43 34910.86
03/31/94 30753.96 33388.74
04/30/94 31463.84 33816.12
05/31/94 31921.83 34370.70
06/30/94 31891.30 33528.62
07/31/94 32883.61 34628.36
08/31/94 34051.48 36048.12
09/30/94 33555.33 35164.94
10/31/94 34127.81 35956.15
11/30/94 32593.55 34646.63
12/31/94 33050.79 35160.44
01/31/95 32670.16 36072.15
02/28/95 33650.10 37477.88
03/31/95 34630.04 38583.85
04/28/95 35415.62 39720.15

$10,000 OVER 10 YEARS: Let's say you invested $10,000 in Fidelity Value
Fund on April 30, 1985. As the chart shows, by April 30, 1995, the value of
your investment would have grown to $35,416 - a 254.16% increase on your
initial investment. For comparison, look at how the S&P 500 did over the
same period. With dividends reinvested, the same $10,000 investment would
have grown to $39,720 - a 297.20% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
growth in the long run and
volatility in the short run. In
turn, the share price and
return of a fund that invests in
stocks will vary. That means if
you sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Bettina Doulton, Portfolio Manager of Fidelity Value Fund
Q. BETTINA, HOW DID THE FUND PERFORM?
A. The fund had a total return of 3.77% for the six months ended April 30,
1995. That trailed the average capital appreciation fund, which returned
5.13% during the same period, according to Lipper Analytical Services. For
the 12 months ended April 30, the fund was up 12.56%, compared to a gain of
8.73% for the average fund.
Q. WHY DID THE FUND SLIGHTLY LAG ITS PEER GROUP AVERAGE OVER THE PAST SIX
MONTHS?
A. Although I just took over management of the fund at the end of March, I
am up to speed on what's been happening over the past six months. Broadly
speaking, some key investments that helped the fund during much of 1994
dampened returns lately. I'm referring to the fund's stake in cyclical
stocks - those that tend to move in step with the economy - and its
investment in Japan. As for the cyclicals, they fell out of favor in late
1994 and early 1995 due to concerns that rising interest rates might weaken
the economy, which in turn could hurt the earnings of cyclical companies.
Instead, investors gravitated toward big-name growth stocks - particularly
nondurables in such areas as food, beverages and tobacco - which
traditionally have offered more predictable earnings growth in the face of
higher rates. Since the fund was overweighted relative to the broad market
in cyclical groups such as aluminum and chemicals, and underweighted in
nondurables, it suffered somewhat.
Q. AND OVERSEAS?
A. The fund had roughly 29% of its investments overseas six months ago,
including stocks in Japan and Germany. Generally speaking, U.S. investors
became more defensive through 1994 and withdrew significant assets from
foreign markets. Beyond that, the fund's Japanese investments suffered from
a strong yen and the Kobe earthquake, which stalled the country's economic
recovery. The fund's investments in German cyclical stocks have fared
somewhat better. Generally, I've begun to pare back the fund's foreign
investments, which totaled about 15% on April 30. The slowing Japanese
economy and stronger yen are offsetting the positive effects of corporate
cost cutting there. In Germany, I'm concerned that what's been an
export-led recovery might lose steam if a weaker global economy lessens
demand for German exports, or the strong deutsche mark makes exporters'
products less competitive.
Q. HAVE YOU MADE OTHER SIGNIFICANT CHANGES TO THE FUND'S INVESTMENTS?
A. I think it's important to point out that when I took over the fund, many
of its largest investments were stocks that I had followed closely in the
past, and continued to favor. Three examples include American Express, IBM
and British Petroleum (BP), all of which have continued to benefit from
corporate restructurings. Also, the fund had a sizable stake in energy
stocks, which I've maintained. In addition to BP, stocks such as
Schlumberger, Halliburton and Amerada Hess were boosted to varying degrees
by effective cost-cutting measures and rising oil prices. I feel that if
global demand for oil rises and supply tightens, these stocks should do
well over the next few years.
Q. YOU MUST BE MAKING SOME ADJUSTMENTS . . .
A. I am. First, I've begun to lessen the fund's emphasis on cyclical stocks
while increasing its investment in consumer nondurables such as Philip
Morris and PepsiCo. Philip Morris has continued to turn in double-digit
profit growth while generating a strong cash flow. The company will
probably use that cash to buy back stock and raise its dividend, both of
which would be good news for shareholders. And, like PepsiCo, Philip Morris
has benefited from a strong international business. Second, I've increased
the fund's stake in financial stocks, which represented 10.7% of the fund
at the end of the period. Stocks I've added to the fund include the Federal
National Mortgage Association (Fannie Mae) and the Federal Home Loan
Mortgage Association (Freddie Mac). The mortgage underwriting businesses of
these companies were hurt last year by rising interest rates and a weak
bond market, but business prospects appear to be turning around. Finally,
I've added selectively to the fund's stake in technology stocks, with
purchases of IBM - another company generating excess cash - and
Hewlett-Packard. After a substantial rally, technology stocks are not as
cheap as they were six months ago, but certain names remain compelling.
Q. SINCE THIS IS THE FIRST TIME VALUE FUND SHAREHOLDERS HAVE HEARD FROM
YOU, CAN YOU OUTLINE HOW YOU GO ABOUT PICKING STOCKS?
A. Sure. My investment strategy is really quite simple. I look for
companies whose stocks are trading at attractive valuations - prices
relative to other measures such as earnings - and offer improving
fundamentals, or business prospects. I take a bottom-up approach, which
means that I begin by evaluating the merits of individual companies, rather
than looking first at sectors or economic trends. I try to be open-minded
and flexible. Often that means listening closely to what company officials
have to say and responding accordingly. I try to have no preconceived
notions about certain stocks or sectors; again, I make buy and sell
decisions based on valuations and fundamentals. Finally, I believe that
it's every bit as important to avoid the losers as it is to pick the
winners.
Q. LET'S TALK ABOUT THE NEXT SIX MONTHS. WHAT'S YOUR OUTLOOK?
A. I can't predict the market, but I can tell you two things that concern
me. First, stocks have been on a tear lately; the market was up nearly 13%
year-to-date through the end of April. That has made it tougher to find
those attractive valuations I described earlier. Second, higher interest
rates have slowed economic growth, and I'm worried about what that might
mean for corporate profits. In an environment such as this, you don't want
to hold the stock of a company that reports disappointing earnings,
especially if its valuation is excessive. Of course, if the economy can
maintain a steady growth rate with low inflation, the market may continue
to do well. As always, good stock picking will be critical.
FUND FACTS
GOAL: to increase the value of
the fund's shares by investing
in companies that own
valuable assets or are
undervalued in the
marketplace
START DATE: December 1,
1978
SIZE: As of April 30, 1995,
more than $4.4 billion
MANAGER: Bettina Doulton,
since March 1995; manager,
Fidelity Advisor Equity-Income
Fund and VIP Equity-Income
Portfolio since 1993; joined
Fidelity in 1986
(checkmark)
BETTINA DOULTON ON THE
IMPORTANCE OF CASH FLOW:
"Recently, we've seen more
and more U.S. companies
generating strong free cash
flows, which essentially
means that their operations
are throwing off more cash
than the company is
reinvesting. This is the result
of a couple of factors: the
expanding U.S. economy and
the focus in Corporate
America on improved
productivity through tighter
controls on capital spending.
Companies can use this extra
cash to increase dividends,
buy back stock or make
growth-enhancing
acquisitions, all of which
benefit shareholders.
"Kirk Kerkorian's recent
well-publicized bid for
Chrysler was a testimonial to
the importance of strong cash
flow. Chrysler was attractive,
in part, because it was
generating a lot of cash. An
improved balance sheet and
substantial excess cash often
make a company an excellent
candidate for a takeover or
merger. I suspect increased
merger and acquisition
activity will be a by-product of
the improving fiscal health of
Corporate America."
(solid bullet) Companies that have
recently generated excess
capital can be found in many
market sectors. Examples
include Philip Morris and IBM.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Schlumberger Ltd. 2.6 2.6

American Express Co. 2.6 2.1

International Business Machines 2.3 1.6
Corp.

Philip Morris Companies, Inc. 2.2 1.4

Alcan Aluminium Ltd. 2.1 2.1

British Petroleum PLC ADR 1.8 1.9

WMX Technologies, Inc. 1.7 0.9

United Technologies Corp. 1.7 1.6

RJR Nabisco Holdings Corp. 1.5 1.6

Federal National Mortgage 1.4 0.0
Association

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Energy 12.4 13.4

Finance 10.7 7.1

Basic Industries 9.0 10.8

Industrial Machinery & Equipment 7.1 5.0

Technology 7.0 5.3

ASSET ALLOCATION
AS OF APRIL 30, 1995* AS OF OCTOBER 31, 1994**
Row: 1, Col: 1, Value: 11.6
Row: 1, Col: 2, Value: 1.8
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 4, Value: 37.6
Row: 1, Col: 1, Value: 6.8
Row: 1, Col: 2, Value: 1.7
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 4, Value: 41.5
Stocks 87.6%
Bonds 0.8%
Short-term
investments 11.6%
FOREIGN
INVESTMENTS 15.4%
Stocks 91.5%
Bonds 1.7%
Short-term
investments 6.8%
FOREIGN
INVESTMENTS 28.7%
*
**
INVESTMENTS APRIL 30, 1995 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 86.8%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 3.2%
AEROSPACE & DEFENSE - 2.6%
Alliant Techsystems, Inc. (a) 67,200 $ 2,478
Flightsafety International, Inc. 700,100 34,480
Lockheed Martin Corp. 588,300 33,974
McDonnell Douglas Corp. 64,700 4,011
Rockwell International Corp. 416,400 18,166
Sundstrand Corp. 432,200 23,987
117,096
DEFENSE ELECTRONICS - 0.4%
General Motors Corp. Class H 200,000 7,700
Litton Industries, Inc. (a) 238,800 8,269
15,969
SHIP BUILDING & REPAIR - 0.2%
General Dynamics Corp. 185,900 8,621
TOTAL AEROSPACE & DEFENSE 141,686
BASIC INDUSTRIES - 9.0%
CHEMICALS & PLASTICS - 4.2%
ARCO Chemical Co. 125,700 5,845
Betz Laboratories, Inc. 260,000 10,855
duPont (E.I.) de Nemours & Co. 682,800 44,979
Ferro Corp. 647,700 18,378
Great Lakes Chemical Corp. 217,500 12,778
Lawter International, Inc. 397,500 5,466
Monsanto Co. 110,000 9,158
Nalco Chemical Co. 935,800 32,753
Union Carbide Corp. 1,472,300 47,114
187,326
METALS & MINING - 3.3%
Alcan Aluminium Ltd. 3,282,104 93,190
Alumax, Inc. (a) 293,550 8,293
Aluminum Co. of America 1,024,800 45,988
147,471
PACKAGING & CONTAINERS - 0.6%
Mayr Melnhof Karton AG (a) 124,400 7,195
Sonoco Products Co. 737,900 18,355
25,550
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - 0.9%
Champion International Corp. 90,000 $ 3,960
Consolidated Papers, Inc. 194,100 9,511
Scott Paper Co. 323,700 28,850
42,321
TOTAL BASIC INDUSTRIES 402,668
CONGLOMERATES - 2.4%
Crane Co. 276,300 9,601
Tyco International Ltd. 457,942 24,042
United Technologies Corp. 1,037,400 75,860
109,503
CONSTRUCTION & REAL ESTATE - 1.2%
BUILDING MATERIALS - 0.5%
Dexter Corp. 180,000 4,118
Masco Corp. 544,300 13,880
Vulcan Materials Co. 60,800 3,526
21,524
CONSTRUCTION - 0.1%
Pulte Corp. 161,400 3,490
Standard Pacific Corp. 378,900 2,226
5,716
REAL ESTATE INVESTMENT TRUSTS - 0.6%
Haagen Alexander Properties, Inc. 150,000 1,706
Kimco Realty Corp. 200,000 7,550
Liberty Property Trust (SBI) 200,000 3,725
Manufactured Home Community 269,000 4,237
Storage Equities, Inc. 635,800 10,252
27,470
TOTAL CONSTRUCTION & REAL ESTATE 54,710
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 6.1%
AUTOS, TIRES, & ACCESSORIES - 2.4%
Bandag, Inc. 548,400 $ 32,561
General Motors Corp. 372,130 16,792
Genuine Parts Company 524,100 20,309
Johnson Controls, Inc. 234,600 12,727
Snap-On Tools Corp. 618,100 23,024
Tokai Rika Denki Co. Ltd. 204,000 2,205
107,618
CONSUMER ELECTRONICS - 0.8%
Matsushita Electric Industrial Co. Ltd. 2,196,000 36,776
HOME FURNISHINGS - 0.8%
Heilig-Meyers Co. 140,000 2,940
Leggett & Platt, Inc. 176,400 6,791
Miller (Herman), Inc. (c) 1,317,000 26,258
35,989
TEXTILES & APPAREL - 2.1%
Guilford Mills, Inc. 91,800 2,272
Kellwood Co. 603,300 10,784
Liz Claiborne, Inc. 94,100 1,694
Mohawk Industries, Inc. (a) 377,600 5,192
Russell Corp. 912,200 26,910
Unifi, Inc. 413,600 10,392
Westpoint Stevens, Inc. Class A (a)(c) 1,955,400 35,441
92,685
TOTAL DURABLES 273,068
ENERGY - 12.4%
ENERGY SERVICES - 6.1%
BJ Services Co. (a) 619,386 14,168
BJ Services Co. (warrants) (a) 54,000 256
Enterra Corp. (a) 1,042,600 19,027
Halliburton Co. 1,279,500 49,101
Helmerich & Payne, Inc. 94,500 2,800
McDermott International, Inc. 441,000 12,128
Nabors Industries, Inc. (a) 857,300 8,091
Production Operators Corp. 371,000 10,388
Schlumberger Ltd. 1,859,000 116,885
Sonat Offshore Drilling, Inc. 5,200 140
Tidewater, Inc. 1,111,000 26,386
Weatherford International, Inc. (a) 1,328,500 14,614
273,984
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
INDEPENDENT POWER - 0.3%
California Energy, Inc. (a) 794,000 $ 13,200
OIL & GAS - 6.0%
Amerada Hess Corp. 921,100 46,631
Atlantic Richfield Co. 95,000 10,877
British Petroleum PLC ADR 950,561 81,867
Burlington Resources, Inc. 240,000 9,390
Canada Occidental Petroleum Ltd. 459,600 13,473
Coastal Corp. (The) 147,700 4,394
Kelley Oil & Gas Corp. (a) 1,000,000 4,250
Occidental Petroleum Corp. 1,075,000 24,725
Petro-Canada 123,500 1,173
Renaissance Energy Ltd. (a) 510,400 11,575
Santa Fe Energy Resources, Inc. (a) 128,000 1,200
Tosco Corp. 153,900 5,271
Total SA Class B 51,096 3,189
Total SA sponsored ADR 1,334,064 41,856
Union Texas Petroleum Holdings, Inc. 300,000 6,413
266,284
TOTAL ENERGY 553,468
FINANCE - 10.7%
BANKS - 0.6%
Bankers Trust New York Corp. 90,200 4,893
CCB Financial Corp. 63,600 2,663
Chase Manhattan Corp. 350,000 15,313
North Fork Bancorporation, Inc. 233,095 4,079
26,948
CREDIT & OTHER FINANCE - 3.4%
American Express Co. 3,362,503 116,847
Countrywide Credit Industries, Inc. 661,700 12,159
Fleet Financial Group, Inc. 253,261 8,294
Republic New York Corp. 248,300 11,887
149,187
FEDERAL SPONSORED CREDIT - 2.2%
Federal Home Loan Mortgage Corporation 551,700 35,998
Federal National Mortgage Association 721,900 63,708
99,706
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - 2.8%
Alexander & Alexander Services, Inc. 365,500 $ 8,726
Allstate Corp. 411,900 12,511
American International Group, Inc. 140,000 14,945
Berkley (W.R.) Corp. 250,900 9,409
Gryphon Holdings, Inc. (a) 210,000 2,888
Loews Corp. 380,000 38,713
NAC Re Corp. 238,900 7,884
Old Republic International Corp. 182,800 4,707
Travelers, Inc. (The) 648,600 26,836
126,619
SAVINGS & LOANS - 0.9%
Ahmanson (H.F.) & Co. 337,900 7,096
Golden West Financial Corp. 587,900 26,896
Standard Federal Bank 218,300 6,140
40,132
SECURITIES INDUSTRY - 0.8%
Nomura Securities Co. Ltd. 1,658,000 33,477
TOTAL FINANCE 476,069
HEALTH - 3.1%
DRUGS & PHARMACEUTICALS - 2.2%
American Home Products Corp. 476,500 36,750
Rhone Poulenc Rorer, Inc. 343,500 14,384
Rhone Poulenc SA Class A 131,000 3,188
Schering AG 26,000 19,282
Sigma Aldrich Corp. 590,500 26,130
99,734
MEDICAL EQUIPMENT & SUPPLIES - 0.8%
Baxter International, Inc. 731,100 25,406
Mallinckrodt Group, Inc. 39,900 1,421
Nellcor, Inc. (a) 86,700 3,598
Pall Corp. 143,700 3,359
33,784
MEDICAL FACILITIES MANAGEMENT - 0.1%
National Medical Enterprises, Inc. 265,700 4,517
TOTAL HEALTH 138,035
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HOLDING COMPANIES - 0.3%
Christies International PLC 2,852,100 $ 7,172
PMI Group, Inc. (a) 117,400 4,373
11,545
INDUSTRIAL MACHINERY & EQUIPMENT - 6.4%
ELECTRICAL EQUIPMENT - 1.3%
Mitsubishi Electric Co. Ord. 4,048,000 28,655
Murata Manufacturing Co. Ltd. Ord. 335,500 13,469
Omron Corp. 669,000 13,111
Philips Electronics 25,000 941
Philips Electronics NV 75,000 2,887
59,063
INDUSTRIAL MACHINERY & EQUIPMENT - 1.8%
Cooper Industries, Inc. 452,500 17,648
Dover Corp. 33,400 2,171
Harnischfeger Industries, Inc. 676,200 19,948
Ingersoll-Rand Co. 356,200 12,734
Keystone International, Inc. 760,300 15,966
Lawson Products, Inc. 330,000 9,054
Varity Corp. (a) 90,700 3,832
81,353
POLLUTION CONTROL - 3.3%
Browning-Ferris Industries, Inc. 1,137,200 37,528
Safety Kleen Corp. 814,600 13,848
WMX Technologies, Inc. 2,832,700 77,191
Waste Management International PLC sponsored ADR (a) 650,000 5,606
Wheelabrator Technologies, Inc. 833,700 12,089
146,262
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 286,678
MEDIA & LEISURE - 1.1%
BROADCASTING - 0.8%
Viacom, Inc. Class B (non-vtg.) (a) 760,000 34,865
LODGING & GAMING - 0.2%
Circus Circus Enterprises, Inc. (a) 305,000 10,103
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.1%
American Media, Inc. Class A 467,800 $ 2,924
Meredith Corp. 8,600 215
Scripps (E.W.) Co. Class A 41,600 1,191
4,330
TOTAL MEDIA & LEISURE 49,298
NONDURABLES - 6.1%
BEVERAGES - 0.8%
Cadbury-Schweppes PLC Ord. 171,193 1,236
PepsiCo, Inc. 800,000 33,300
34,536
FOODS - 0.6%
Dole Food, Inc. 190,300 5,685
Hormel (George A) & Co. 250,000 6,844
IBP, Inc. 78,700 2,912
Tyson Foods, Inc. 490,500 11,649
27,090
HOUSEHOLD PRODUCTS - 1.0%
First Brands Corp. 177,500 6,834
NCH Corp. 308,900 19,770
Tambrands, Inc. 461,100 19,193
45,797
TOBACCO - 3.7%
Philip Morris Companies, Inc. 1,420,000 96,205
RJR Nabisco Holdings Corp. 2,519,167 68,962
165,167
TOTAL NONDURABLES 272,590
PRECIOUS METALS - 1.4%
Ashanti Goldfields Ltd. GDR 235,300 5,847
Barrick Gold Corp. 1,370,000 33,342
Santa Fe Pacific Gold Corp. 1,825,900 23,052
62,241
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - 6.7%
APPAREL STORES - 1.4%
Gap, Inc. 370,000 $ 11,794
Limited, Inc. (The) 2,154,900 46,061
One Price Clothing Stores, Inc. (a) 225,000 1,322
TJX Companies, Inc. 200,000 2,300
61,477
GENERAL MERCHANDISE STORES - 3.1%
Caldor Corp. 63,500 1,231
Dayton Hudson Corp. 320,000 21,480
Dillard Department Stores, Inc. Class A 810,600 20,974
Federated Department Stores, Inc. (a) 853,600 18,032
Ito-Yokado Co. Ltd. 457,000 24,588
Price/Costco, Inc. (a) 633,200 9,261
Wal-Mart Stores, Inc. 1,735,000 41,206
Woolworth Corp. 159,300 2,549
139,321
GROCERY STORES - 0.2%
Great Atlantic & Pacific Tea Co., Inc. 15,700 394
Izumi Co. Ord. 320,000 8,134
8,528
RETAIL & WHOLESALE, MISCELLANEOUS - 2.0%
Amway Japan Ltd. 364,000 13,532
Duty Free International, Inc. 588,500 4,414
Fabri-Centers of America, Inc. (a) 143,500 2,655
Fingerhut Companies, Inc. 273,400 3,178
Sotheby's Holdings, Inc. Class A 635,300 8,497
Tiffany & Company, Inc. 545,200 17,514
Toys "R" Us, Inc. (a) 1,043,200 26,341
Uny Co. Ltd. 770,000 13,901
90,032
TOTAL RETAIL & WHOLESALE 299,358
SERVICES - 3.2%
ADVERTISING - 0.5%
WPP Group PLC 8,929,600 15,978
WPP Group PLC (b) 4,150,000 7,459
23,437
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - CONTINUED
PRINTING - 0.8%
Donnelley (R.R.) & Sons Co. 125,400 $ 4,264
New England Business Service, Inc. 565,200 10,174
Wallace Computer Services, Inc. 638,300 21,303
35,741
SERVICES - 1.9%
ADT Ltd. 1,485,300 17,638
CPI Corp. 448,700 7,516
Jostens, Inc. 252,100 5,074
Kinder-Care Learning Centers, Inc. (a) 226,600 3,059
Western Atlas, Inc. (a) 1,115,200 50,183
83,470
TOTAL SERVICES 142,648
TECHNOLOGY - 7.0%
COMPUTER SERVICES & SOFTWARE - 0.6%
Novell, Inc. (a) 623,000 13,550
SHL Systemhouse, Inc. (a) 1,841,100 11,967
25,517
COMPUTERS & OFFICE EQUIPMENT - 3.8%
Canon, Inc. 771,000 12,729
Hewlett-Packard Co. 342,100 22,621
International Business Machines Corp. 1,088,500 103,136
Pitney Bowes, Inc. 869,100 32,265
170,751
ELECTRONIC INSTRUMENTS - 0.2%
Measurex Corp. 324,600 8,115
ELECTRONICS - 1.5%
Aiwa Co. Ltd. 318,000 8,876
AMP, Inc. 239,700 10,247
Hitachi Ltd. 2,896,000 29,409
Nitto Denko Corp. 561,000 8,729
Premier Industrial 244,800 6,089
Thomas & Betts Corp. 62,700 3,997
67,347
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
PHOTOGRAPHIC EQUIPMENT - 0.9%
Fuji Photo Film Co. Ltd. 460,000 $ 11,255
Polaroid Corp. 845,900 28,761
40,016
TOTAL TECHNOLOGY 311,746
TRANSPORTATION - 2.9%
AIR TRANSPORTATION - 0.1%
Helikopter Services AS 389,800 4,505
Southwest Airlines Co. 65,700 1,519
6,024
RAILROADS - 2.0%
Burlington Northern, Inc. 448,800 26,704
CSX Corp. 67,200 5,351
Illinois Central Corp., Series A 626,800 22,016
Southern Pacific Rail Corp. (a) 1,562,100 27,141
Union Pacific Corp. 150,000 8,231
89,443
SHIPPING - 0.1%
Kirby Corp. (a) 250,000 3,438
TRUCKING & FREIGHT - 0.7%
Consolidated Freightways, Inc. 306,000 7,803
Hunt (J.B.) Transport Services, Inc. 209,300 3,951
Roadway Services, Inc. 400,000 19,400
31,154
TOTAL TRANSPORTATION 130,059
UTILITIES - 3.6%
ELECTRIC UTILITY - 0.4%
Fuji Electric Co. Ltd. 276,000 1,429
Veba AG Ord. 48,000 17,859
19,288
GAS - 0.3%
Williams Companies, Inc. 444,200 14,603
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 2.9%
Ameritech Corp. 530,500 $ 23,872
Bell Atlantic Corp. 278,300 15,272
BellSouth Corp. 131,300 8,042
NYNEX Corp. 1,454,600 59,457
SBC Communications, Inc. 513,300 22,649
129,292
TOTAL UTILITIES 163,183
TOTAL COMMON STOCKS
(Cost $3,566,110) 3,878,553
PREFERRED STOCKS - 0.8%
CONVERTIBLE PREFERRED STOCKS - 0.8%
FINANCE - 0.0%
INSURANCE - 0.0%
Allstate Corp. exchangeable $.575 (a) 36,000 1,301
HEALTH - 0.4%
MEDICAL EQUIPMENT & SUPPLIES - 0.4%
U.S. Surgical Corp. $2.20 (b) 605,600 16,048
INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%
ELECTRICAL EQUIPMENT - 0.4%
Westinghouse Electric Corp. $1.30 (b) 1,338,100 20,071
TOTAL CONVERTIBLE PREFERRED STOCKS 37,420
NONCONVERTIBLE PREFERRED STOCKS - 0.0%
FINANCE - 0.0%
SAVINGS & LOANS - 0.0%
Ahmanson (H.F.) & Co., Series B, depositary shares
representing 1/2 share, 9.60% 10,200 269
TOTAL PREFERRED STOCKS
(Cost $35,458) 37,689
CORPORATE BONDS - 0.8%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (A) (000S) (000S)
CONVERTIBLE BONDS - 0.7%
HEALTH - 0.3%
DRUGS & PHARMACEUTICALS - 0.3%
Roche Holdings, Inc. liquid yield option note 0%,
4/20/10 (b) - $ 37,800 $ 14,151
INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%
Cooper Industries, Inc. 7.05%, 1/1/15 A3 10,959 11,302
PRECIOUS METALS - 0.1%
Pegasus Gold, Inc. euro 6 1/4%, 4/30/02 (b) - 5,420 5,440
TOTAL CONVERTIBLE BONDS 30,893
NONCONVERTIBLE BONDS - 0.1%
MEDIA & LEISURE - 0.1%
LODGING & GAMING - 0.1%
Host Marriott Corp.:
9 1/8%, 12/1/00 B1 664 661
9 7/8%, 5/1/01 B1 149 149
10 1/2%, 5/1/06 B1 492 500
11%, 5/1/06 B1 882 900
TOTAL MEDIA & LEISURE 2,210
TRANSPORTATION - 0.0%
AIR TRANSPORTATION - 0.0%
AMR Corp. 7 3/4%, 12/1/97 Baa3 2,000 2,009
TOTAL NONCONVERTIBLE BONDS 4,219
TOTAL CORPORATE BONDS
(Cost $33,127) 35,112
U.S. TREASURY OBLIGATIONS - 3.8%
U.S. Treasury Bill, yield at date of purchase
5.6293%, 7/20/95 (Cost $167,874) Aaa 170,000 167,861
REPURCHASE AGREEMENTS - 7.8%
MATURITY VALUE (NOTE 1)
AMOUNT (000S) (000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.93%, dated
4/28/95 due 5/1/95 $ 350,063 $ 349,890
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $4,152,459) $ 4,469,105
FORWARD FOREIGN CURRENCY CONTRACTS
AMOUNTS IN THOUSANDS SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
19,457,525 JPY 5/15/95 to 6/13/95 $ 232,088 $ 11,220
(Payable amount $220,868)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 5.2%
CONTRACTS TO SELL
19,457,525 JPY 5/15/95 to 6/13/95 $ 232,088 (23,874)
(Receivable amount $208,214)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 5.2%
$ (12,654)
CURRENCY ABBREVIATIONS
JPY - Japanese yen
LEGEND
(c) Non-income producing
(d) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $63,169,000 or 1.4% of net
assets.
(e) Affiliated company (see Note 7 of Notes to Financial Statements).
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 84.6%
Japan 5.8
Canada 3.8
United Kingdom 3.1
France 1.4
Others (individually less than 1%) 1.3
TOTAL 100.0%
INCOME TAX INFORMATION
At April 30, 1995, the aggregate cost of investment securities for income
tax purposes was $4,152,539,000. Net unrealized appreciation aggregated
$316,566,000, of which $386,930,000 related to appreciated investment
securities and $70,364,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
(EXCEPT PER-SHARE AMOUNTS) APRIL 30, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 4,469,105
agreements of $349,890) (cost $4,152,459) -
See accompanying schedule

Receivable for investments sold 104,243

Unrealized appreciation on foreign currency contracts 11,220

Receivable for fund shares sold 32,181

Dividends receivable 6,825

Interest receivable 243

Other receivables 33

TOTAL ASSETS 4,623,850

LIABILITIES

Payable for investments purchased $ 164,072

Unrealized depreciation on foreign currency contracts 23,874

Payable for fund shares redeemed 19,998

Accrued management fee 2,518

Other payables and accrued expenses 1,128

TOTAL LIABILITIES 211,590

NET ASSETS $ 4,412,260

Net Assets consist of:

Paid in capital $ 4,090,189

Undistributed net investment income 31,255

Accumulated undistributed net realized gain (loss) on (13,338)
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 304,154
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 100,896 shares outstanding $ 4,412,260

NET ASSET VALUE, offering price and redemption price per $43.73
share ($4,412,260 (divided by) 100,896 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED APRIL 30, 1995 (UNAUDITED)

INVESTMENT INCOME $ 35,920
Dividends (including $504 received from affiliated issuers)

Interest 11,951

TOTAL INCOME 47,871

EXPENSES

Management fee $ 12,047
Basic fee

Performance adjustment 1,589

Transfer agent fees 4,685

Accounting fees and expenses 380

Non-interested trustees' compensation 16

Custodian fees and expenses 211

Registration fees 209

Audit 23

Legal 20

Interest 10

Miscellaneous 73

Total expenses before reductions 19,263

Expense reductions (287) 18,976

NET INVESTMENT INCOME 28,895

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

Investment securities (including realized loss of $545 on 36,371
sales of investment in affiliated issuers)

Foreign currency transactions (24,604) 11,767

Change in net unrealized appreciation (depreciation) on:

Investment securities 130,399

Assets and liabilities in foreign currencies (3,689) 126,710

NET GAIN (LOSS) 138,477

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 167,372
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED YEAR ENDED
APRIL 30, 1995 OCTOBER 31,
(UNAUDITED) 1994

INCREASE (DECREASE) IN NET ASSETS

Operations $ 28,895 $ 30,553
Net investment income

Net realized gain (loss) 11,767 221,672

Change in net unrealized appreciation 126,710 40,672
(depreciation)

NET INCREASE (DECREASE) IN NET ASSETS 167,372 292,897
RESULTING FROM OPERATIONS

Distributions to shareholders (14,249) (13,186)
From net investment income

From net realized gain (191,158) (108,589)

TOTAL DISTRIBUTIONS (205,407) (121,775)

Share transactions 1,599,233 3,387,952
Net proceeds from sales of shares

Reinvestment of distributions 201,635 119,386

Cost of shares redeemed (1,065,537) (1,586,209)

NET INCREASE (DECREASE) IN NET ASSETS 735,331 1,921,129
RESULTING FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 697,296 2,092,251

NET ASSETS

Beginning of period 3,714,964 1,622,713

End of period (including undistributed net $ 4,412,260 $ 3,714,964
investment income of $31,255 and $19,453,
respectively)

OTHER INFORMATION
Shares

Sold 38,422 79,687

Issued in reinvestment of distributions 5,019 3,051

Redeemed (25,632) (37,585)

Net increase (decrease) 17,809 45,153
</TABLE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
SIX MONTHS ENDED YEARS ENDED OCTOBER 31,
APRIL 30, 1995

(UNAUDITED) 1994 1993 1992 E 1991 1990

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, $ 44.71 $ 42.78 $ 33.41 $ 30.19 $ 23.61 $ 31.16
beginning of period

Income from Investment
Operations

Net investment income .25 .54 D .55 D, .64 D .81 1.25 B
F

Net realized and 1.22 4.53 9.20 3.43 6.94 (5.65)
unrealized gain (loss)

Total from investment 1.47 5.07 9.75 4.07 7.75 (4.40)
operations

Less Distributions (.17) (.34) (.23) (.85) (1.17) (.30)
From net investment
Income

From net realized gain (2.28) (2.80) (.15) - - (2.85)

Total distributions (2.45) (3.14) (.38) (.85) (1.17) (3.15)

Net asset value, end of $ 43.73 $ 44.71 $ 42.78 $ 33.41 $ 30.19 $ 23.61
period

TOTAL RETURN C, G 3.77% 12.90% 29.46% 14.09% 34.09% (16.00)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 4,412 $ 3,715 $ 1,623 $ 331 $ 124 $ 92

(in millions)

Ratio of expenses to .99% A 1.08% 1.11% 1.00% .98% 1.06%
average net assets

Ratio of expenses to 1.01% A 1.10% 1.12% 1.00% .98% 1.06%
average net assets
before expense
reductions

Ratio of net investment 1.51% A 1.29% 1.43% 2.01% 2.93% 4.55%
income to average net
assets

Portfolio turnover rate 113% A 112% 117% 81% 137% 165%

</TABLE>

A ANNUALIZED
B INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH AMOUNTED TO
$.74 PER SHARE.
C TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
F INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND RECEIVED FROM
IMPERIAL CHEMICAL INDUSTRIES PLC ADR WHICH AMOUNTED TO $.11 PER SHARE.
G THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN. (SEE NOTE 6 OF NOTES TO FINANCIAL
STATEMENTS.)
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1995 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Value Fund (the fund) is a fund of Fidelity Capital Trust (the
trust) and is authorized to issue an unlimited number of shares. The trust
is registered under the Investment Company Act of 1940, as amended (the
1940 Act), as an open-end management investment company organized as a
Massachusetts business trust. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days 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.
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. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes 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.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for foreign
currency transactions, market discount, 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 the per-share allocation between net investment income and realized
and unrealized gain loss. Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. These contracts
involve market risk in excess of the unrealized gain or loss reflected in
the fund's Statement of Assets and Liabilities. The U.S. dollar value of
the currencies the fund has committed to buy or sell is shown in the
schedule of investments under the caption "Forward Foreign Currency
Contracts." This amount represents the aggregate exposure to each currency
the fund has acquired or hedged through currency contracts at period end.
Losses may arise from changes in the value of the foreign currency or if
the counterparties do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
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. Contracts that have been offset with different
counterparties are reflected as both a contract to buy and a contract to
sell in the schedule of investments under the caption "Forward Foreign
Currency Contracts."
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements that
mature in 60 days or less from the date of purchase, and are collateralized
by U.S. Treasury or Federal Agency obligations.
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. FMR, the fund's
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to the resale price.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,278,273,000 and $2,001,019,000, respectively, of which U.S.
government and government agency obligations aggregated $98,680,000 and
$100,438,000, 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 .2700% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The 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 annualized rate of .70% of average
net assets after the performance adjustment.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
During the period November 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives
account fees and asset-based fees that vary according to account size and
type of account. FSC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES- CONTINUED
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $1,476,000 for the period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $17,788,000. The weighted average
interest rate was 6.4375%.
6. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$287,000 under this arrangement.
7. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions with companies which are or
were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND MARKET
COST COST INCOME VALUE
AFFILIATES
Miller (Herman), Inc. $ 4,652 $ 3,810 $ 191 $ 26,258
New England Business Service, Inc. - 462 313 -
Westpoint Stevens, Inc. Class A (a) - - - 35,441
TOTALS $ 4,652 $ 4,272 $ 504 $ 61,699

(f) Non-income producing.

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
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export 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
SEMIANNUAL REPORT
APRIL 30, 1995
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.

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 APRIL 30, 1995 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

Capital Appreciation 7.60% 11.13% 69.36% 215.97%

Capital Appreciation (incl. 3% sales 4.37% 7.80% 64.28% 206.49%
charge)

S&P 500(registered trademark) 10.47% 17.47% 81.29% 171.33%

Average Capital Appreciation Fund 5.13% 8.73% 77.88% 137.86%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years, or
since the fund started on November 26, 1986. For example, if you invested
$1,000 in a fund that had a 5% return over the past year, the value of your
investment would be $1,050. You can compare the fund's returns to the
performance of the Standard & Poor's Composite Index of 500 Stocks - a
common proxy for the U.S. stock market. To measure how the fund's
performance stacked up against its peers, you can compare it to the average
capital appreciation fund, which reflects the performance of 152 capital
appreciation funds with similar objectives tracked by Lipper Analytical
Services over the past six months. Both benchmarks include reinvested
dividends and capital gains, if any, and exclude the effects of sales
charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Capital Appreciation 11.13% 11.11% 14.62%

Capital Appreciation (incl. 3% sales charge) 7.80% 10.44% 14.20%

S&P 500(registered trademark) 17.47% 12.64% 12.57%

Average Capital Appreciation Fund 8.73% 11.79% 10.17%

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 AppreciatioStandard & Poor's 5
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
11/30/94 28668.30 23667.16
12/31/94 28421.44 24018.15
01/31/95 29275.38 24640.94
02/28/95 29813.74 25601.19
03/31/95 29813.74 26356.68
04/28/95 30649.11 27132.89

$10,000 OVER LIFE OF FUND:
Let's say you invested $10,000 in
Fidelity Capital Appreciation Fund on November 26, 1986, when the fund
started, and paid a 3% sales charge. As the chart shows, by April 30, 1995,
the value of your investment would have grown to $30,649 - a 206.49%
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 $27,133 - a 171.33% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
growth in the long run and
volatility in the short run. In
turn, the share price and
return of a fund that invests in
stocks will vary. That means if
you sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Tom Sweeney, Portfolio Manager of Fidelity Capital
Appreciation Fund
Q. HOW HAS THE FUND PERFORMED, TOM?
A. Results were mixed. Capital Appreciation returned 7.60% for the six
months ended April 30, 1995, and 11.13% for the year. That beats the
average capital appreciation fund, which returned 5.13% and 8.73%,
respectively, according to Lipper Analytical Services. However, it trails
the S&P 500, which returned 10.47% and 17.47% for the same time periods.
Q. WHAT FACTORS CONTRIBUTED TO RESULTS?
A. Market breadth was poor. Not as many stocks went up as went down. The
average stock didn't perform as well as the large-cap names of the Dow
Jones Industrial Average. Generally, the fund doesn't invest in the
large-cap consumer stocks that outperformed, such as Coca Cola. Finally,
the high tech area has done quite well over the past six months and as
shareholders know, the fund doesn't currently own any high tech stocks.
Q. WHY DIDN'T YOU BUY HIGH TECH STOCKS?
A. My investment strategy for pursuing the fund's goal is to find bargains
in depressed industries with strong upside potential. For now, I don't
think the high tech industry fits that profile.
Q. SO, WHERE ARE YOU FINDING VALUE?
A. I've been concentrating recently on bargains outside of the United
States. One of my favorites is Elf Aquitaine. New to the fund, Elf is a
French oil company that was privatized last year. It is the third-largest
oil company in Europe and is France's largest company. I believe that the
best method of measuring the value of foreign stocks as compared to U.S.
stocks isn't price/earnings ratios or earnings per share, but the cash flow
statement. Many major oil companies sell at five or six times cash flow;
Elf, however, sells at about three-and-a-half times cash flow. To me, there
is some unrealized value as the company continues to emphasize earnings,
cost-containment and efficiency while continuing to privatize.
Q. IT LOOKS LIKE ENERGY AS A MARKET SECTOR HAS INCREASED OVER THE PAST SIX
MONTHS . . .
A. Well, the big addition was Elf Aquitaine, but I've held on to a couple
of Norwegian energy companies that I bought previously such as Smedvig and
Transocean Drilling at very favorable prices. Smedvig and Transocean
Drilling have moved up quite a bit from where I bought them, since oil
service rates continue to move up and supply and demand has tightened. I
think these companies are selling at good discounts as compared to their
U.S. counterparts and I believe the stocks will continue to do well going
forward.
Q. THE FUND'S HOLDINGS IN UTILITIES HAVE INCREASED WITH THE ADDITION OF
ENTERGY CORP. WHAT'S THE STORY THERE?
A. The fund last bought utilities in 1988-1989 when their stock prices were
depressed, and I held on to them for a few years as they became popular
before I sold them. However, by the first quarter of 1994, I started buying
them again. Electric utilities are down significantly from their highs. The
fund's holdings in Entergy and Centerior are attractive because they're
inexpensive compared with their historic prices and their cash flow levels.
The industry isn't adding capacity, yet there is still a growing demand for
electricity. All of the companies the fund has invested in have cash flow
in excess of their reinvestment needs and are paying down debts, which
helps to improve profits. Also, a number or corporate insiders are buying
their own shares - usually a positive sign. The fund doesn't currently own
natural gas, water or other utilities, but the fund is overweighted in
electric utilities because I think there's tremendous upside potential
there.
Q. WHAT OTHER INVESTMENT IDEAS DO YOU HAVE?
A. I'm bullish on tin and silver. Right now, the lowest cost tin mining
company in the world is Paranapanema in Brazil, and it's selling for half
of its book value. Tin has been down for a long time now. I think it looks
poised for a rebound, since capacity has shrunk, and eventually there will
be a shortage. When the Latin American markets began to tumble after the
Mexican peso was devalued in December 1994, I began buying the stock of a
silver company in Mexico called Industrias Penoles because its shares fell
by about 50%. I don't think it should have gone down at all since silver is
a U.S. dollar-based commodity, which means that no matter what happens to
the peso, revenues will be in dollars. These, plus Minsur, another tin
mining company, are my only Latin American holdings. I bought them because
I like the industries and not just because the markets in those countries
have been down.
Q. WHAT DISAPPOINTMENTS HAS THE FUND ENDURED DURING THE PAST SIX MONTHS?
A. Six months ago the fund's largest holding was in Borden, Inc. In late
1994, Borden directors agreed to a buyout by Kohleberg, Kravis, Roberts
(KKR). I was not in favor of the buyout but was forced into selling my
shares or getting RJR shares in the KKR exchange offer, which I wasn't
interested in because of my investment strategy. Therefore, I sold my
Borden shares. Another disappointment has been Southern Pacific Rail Corp.
Ed Moyers, who stepped in to run the company when it went public in 1993,
had to retire this year for medical reasons. He'd done a great job, but the
stock hit a glitch in the short-term with the news of his retirement. The
stock is selling near where I bought it, and I used the dip in price to buy
more. I was hoping it would have performed better at this point, but I
still think the company will do well in the long-term.
Q. WHAT IS YOUR OUTLOOK FOR THE FUND?
A. Same as always. I'm looking for bargains in the most depressed areas of
the market - and selling them if I find better bargains. Since my fund is
very concentrated in only about 80 holdings, and the industry weightings
are far different from the S&P 500, the fund's performance is likely to
vary significantly from the S&P 500 in the short term. However, my goal is
still to outperform the S&P 500 over the long term.

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 April 30, 1995,
more than $1.7 billion
MANAGER: Tom Sweeney,
since 1986; manager Fidelity
Select Paper and Forest
Products Portfolio, 1986;
joined Fidelity in 1985
(checkmark)
TOM SWEENEY ON THE
SHIPPING INDUSTRY:
"I've invested nearly 10% of the
fund's assets in shipping
stocks. The scenario in
shipping is very attractive to a
bargain hunter like me.
"Shipping stocks had a good
rally in the late 1980s, but
shipping rates - the cost to
ship goods from one port to
another - have been down
significantly ever since. Last
year, Bergesen, the "Rolls
Royce" of oil tankers, lost
money from operations for the
first time in its history - a
good indication of how weak
rates have become.
Consequently, many
companies have been
reducing their capacity by
scrapping their older ships.
"My view is that in the
long-term, rates will recover
since capacity is shrinking
and demand is growing with
more oil imports coming from
the Middle East. The longer
shipping rates remain
depressed, the longer
industry scrapping should
continue at a higher level than
new buildings, which should
make the recovery that much
more dramatic when it
comes."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Centerior Energy Corp. 7.1 7.3

Southern Pacific Rail Corp. 7.1 5.2

Lonrho Ltd. Ord. 6.2 5.3

Brierley Investments Ltd. 5.9 4.5

Elf Aquitaine 5.1 0.0

Entergy Corp. 4.0 0.0

American Express Co. 4.0 3.0

Westinghouse Electric Corp. 3.5 4.4

Lehman Brothers Holdings, Inc. 3.4 2.9

Safra Republic Holdings SA Ord. 2.4 3.0

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Transportation 16.6 14.1

Finance 15.9 14.8

Utilities 12.2 7.3

Holding Companies 12.1 9.8

Energy 10.2 3.6

ASSET ALLOCATION
AS OF APRIL 30, 1995* AS OF OCTOBER 31, 1994**
Row: 1, Col: 1, Value: 12.3
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 4, Value: 35.7
Row: 1, Col: 1, Value: 12.2
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 4, Value: 35.8
Stocks 87.6%
Bonds 0.1%
Short-term
Investments 12.3%
FOREIGN
INVESTMENTS 42.0%
Stocks 87.7%
Bonds 0.1%
Short-term
Investments 12.2%
FOREIGN
INVESTMENTS 38.2%
*
**
INVESTMENTS APRIL 30, 1995 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 87.2%
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - 7.8%
CHEMICALS & PLASTICS - 2.1%
Cytec Industries, Inc. (a)(d) 1,000,000 $ 36,375
METALS & MINING - 5.7%
Alcan Aluminium Ltd. 525,000 14,907
Alumax, Inc. (a) 550,000 15,537
Aluminum Co. of America 300,000 13,462
Energy Resources of Australia Ltd. (a) 3,250,000 3,689
Kaiser Aluminum Corp. (a) 620,000 6,975
Maxco, Inc. (a)(d) 431,700 3,346
Minsur SA Class T 161,000 1,868
Paranapanema SA PN (Pfd. Reg.)(non-vtg.)(e) 1,599,950 23,554
Reynolds Metals Co. 300,000 15,113
98,451
TOTAL BASIC INDUSTRIES 134,826
CONSTRUCTION & REAL ESTATE - 1.6%
BUILDING MATERIALS - 1.5%
CalMat Co. (d) 1,325,000 26,169
REAL ESTATE - 0.1%
Major Realty Corp. (a)(d) 680,000 1,232
TOTAL CONSTRUCTION & REAL ESTATE 27,401
DURABLES - 0.1%
AUTOS, TIRES, & ACCESSORIES - 0.1%
Oakhurst Capital, Inc. (a) 115,000 388
Oakhurst Capital, Inc. (a)(f) 174,000 500
Steel City Products, Inc. (a)(f) 174,000 4
892
ENERGY - 10.2%
ENERGY SERVICES - 4.5%
Arethusa Offshore Ltd. (a) 500,000 7,125
Dual Drilling Co. (a)(d) 1,280,000 11,200
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
ENERGY SERVICES - CONTINUED
Mosvold Shipping AS:
Class A 11,800 $ 72 Class B (non-vtg.) 2,000,000 12,520
Smedvig AS (d) 1,500,000 21,188
Transocean Drilling AS (a)(d) 2,500,000 26,083
78,188
OIL & GAS - 5.7%
Amerada Hess Corp. 60,000 3,038
Atlantic Richfield Co. 10,000 1,145
Elf Aquitaine 1,100,000 87,754
Phillips Petroleum Co. 20,000 700
Unocal Corp. 180,000 5,175
97,812
TOTAL ENERGY 176,000
FINANCE - 15.9%
BANKS - 2.4%
Safra Republic Holdings SA Ord. 500,000 41,500
CREDIT & OTHER FINANCE - 4.0%
American Express Co. 2,000,000 69,500
INSURANCE - 6.1%
Abtrust Lloyds Insurance Trust PLC (d) 3,000,000 3,482
Acceptance Insurance Co., Inc. (a)(d) 1,500,000 22,875
Angerstein Underwriting Trust PLC (d) 5,000,000 6,126
Archer (AJ) Holdings PLC 1,952,000 1,856
CLM Insurance Fund PLC (d) 8,600,000 11,853
Delian Lloyds Investment Trust PLC (d) 5,000,000 6,287
Finsbury Underwriting Investment Trust PLC (d) 3,000,000 4,014
HCG Lloyds Investment Trust PLC (d) 6,500,000 8,382
Hiscox Select Insurance Fund PLC 312,350 446
London Insurance Market Investment Trust PLC 12,000,000 17,990
Masthead Insurance Underwriting PLC (d) 4,000,000 5,158
Matheson Lloyds Investment Trust PLC (a)(d) 2,500,000 3,103
New London Capital PLC (d) 6,000,000 6,770
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Ockham Holdings PLC (a)(d) 5,050,000 $ 3,338
Syndicate Capital Trust PLC (d) 3,000,000 3,313
104,993
SECURITIES INDUSTRY - 3.4%
Lehman Brothers Holdings, Inc. 3,000,000 58,500
TOTAL FINANCE 274,493
HOLDING COMPANIES - 12.1%
Brierley Investments Ltd. 135,000,000 101,659
Lonrho Ltd. Ord. (d) 40,000,000 106,392
208,051
INDUSTRIAL MACHINERY & EQUIPMENT - 3.9%
ELECTRICAL EQUIPMENT - 3.9%
Genlyte Group, Inc. (a)(d) 1,280,000 7,360
Westinghouse Electric Corp. 4,000,000 60,000
67,360
MEDIA & LEISURE - 1.5%
LODGING & GAMING - 0.7%
Four Seasons Hotels, Inc. 830,000 9,335
Kahler Realty Corp. (d) 300,000 2,700
12,035
PUBLISHING - 0.8%
New York Times Co. (The) Class A 600,000 13,575
TOTAL MEDIA & LEISURE 25,610
NONDURABLES - 0.1%
AGRICULTURE - 0.1%
Alico, Inc. 168,500 2,738
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
PRECIOUS METALS - 3.4%
Ashanti Goldfields Ltd. GDR 1,000,000 $ 24,850
Coeur d'Alene Mines Corp. (d) 1,500,000 29,625
Industrias Penoles SA (Prov. Certs) (a) 2,000,000 5,139
59,614
RETAIL & WHOLESALE - 1.9%
GENERAL MERCHANDISE STORES - 0.7%
Neiman-Marcus Group, Inc. 790,400 11,560
RETAIL & WHOLESALE, MISCELLANEOUS - 1.2%
Hancock Fabrics, Inc. (d) 2,000,000 20,000
House of Fabrics, Inc. (a)(d) 1,000,000 750
20,750
TOTAL RETAIL & WHOLESALE 32,310
TRANSPORTATION - 16.5%
RAILROADS - 7.1%
Southern Pacific Rail Corp. (a) 7,000,000 121,625
SHIPPING - 9.4%
Argonaut AB:
Class A Free shares 1,000,000 1,626
Class B Free shares (d) 8,560,000 13,915
Atlantic Container Lines AB (a)(c)(d) 550,000 4,679
BT Shipping Ltd. ADR (a)(d) 875,000 2,352
Benor Tankers (a) 230,000 1,089
Bergesen Group:
Class A (d) 1,000,000 21,830
Class B 1,000,000 21,669
Bona Shipholdings Ltd. (a) 1,000,000 9,310
Bonheur AS (d) 700,000 10,562
Concordia Maritime AB Class B Free shares (a)(d) 2,000,000 3,444
First Olsen Tankers Ltd. (a)(d) 2,000,000 11,236
Frontline (a)(d) 3,150,000 8,679
Ganger Rolf (d) 800,000 12,071
ICB Shipping Class B 417,000 3,188
International Shipholding Corp. (d) 500,000 10,250
London & Overseas Freighters PLC 175,000 183
London & Overseas Freighters PLC sponsored ADR 70,000 787
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - CONTINUED
SHIPPING - CONTINUED
Nordstroem & Thulin AB Class B Free shares 979,500 $ 2,415
Smedvig Tankship Ltd. (d) 1,850,000 13,066
Wah Kwong Shipping Holdings Ltd. 5,382,000 9,941
162,292
TOTAL TRANSPORTATION 283,917
UTILITIES - 12.2%
ELECTRIC UTILITY - 12.2%
Centerior Energy Corp. (d) 13,750,000 122,031
Entergy Corp. 3,200,000 69,600
Long Island Lighting Co. 640,000 9,520
Public Service Co. of New Mexico (a) 180,000 2,295
Tucson Electric Power Co. (a) 2,272,600 7,670
211,116
TOTAL COMMON STOCKS
(Cost $1,427,363) 1,504,328
NONCONVERTIBLE PREFERRED STOCKS - 0.4%
PRECIOUS METALS - 0.4%
Freeport-McMoran Copper & Gold, Inc.
depositary shares representing
0.025 silver denominated pfd. (Cost $5,131) 300,000 6,262
CONVERTIBLE BONDS - 0.1%
MOODY'S PRINCIPAL
RATINGS AMOUNT (B) (000S)
TRANSPORTATION - 0.1%
SHIPPING - 0.1%
Concordia Maritime AB 7%, 4/30/02
(Cost $2,188) - SEK 1,418 1,758
U.S. TREASURY OBLIGATIONS - 8.6%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (B) (000S) (000S)
U.S. Treasury Bill, yield at date of purchase
5.6293%, 7/20/95 (Cost $148,127) $ 150,000 $ 148,113
REPURCHASE AGREEMENTS - 3.7%
MATURITY
AMOUNT
(000S)
Investments in repurchase agreements,
(U.S. Treasury obligations), in a
joint trading account at 5.93%
dated 4/28/95 due 5/1/95 $ 63,873 63,841
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,646,650) $ 1,724,302
CURRENCY ABBREVIATIONS
SEK - Swedish krona
LEGEND
(g) Non-income producing
(h) Principal amount is stated in United States dollars unless otherwise
noted.
(i) 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 $4,679,000 or .27% of net
assets.
(j) Affiliated company (see Note 7 of Notes to Financial Statements).
(k) Shares in thousands
(l) 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 COST
SECURITY DATE (000S)
Oakhurst Capital, Inc. 9/27/94 $ 581
Steel City Products, Inc. 9/27/94 $ 5
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 58.0%
United Kingdom 11.0
Norway 9.2
New Zealand 5.9
France 5.1
Luxembourg 2.4
Sweden 2.3
Ghana 1.4
Canada 1.4
Brazil 1.4
Others (individually less than 1%) 1.9
TOTAL 100.0%
INCOME TAX INFORMATION
At April 30, 1995, the aggregate cost of investment securities for income
tax purposes was $1,649,067,000. Net unrealized appreciation aggregated
$75,235,000, of which $178,640,000 related to appreciated investment
securities and $103,405,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
(EXCEPT PER-SHARE AMOUNTS) APRIL 30, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 1,724,302
agreements of $63,841) (cost $1,646,650) -
See accompanying schedule

Cash 114

Receivable for investments sold 36,743

Receivable for fund shares sold 3,583

Dividends receivable 6,996

Interest receivable 32

Other receivables 497

TOTAL ASSETS 1,772,267

LIABILITIES

Payable for investments purchased $ 9,051

Payable for fund shares redeemed 12,219

Accrued management fee 1,119

Other payables and accrued expenses 643

Collateral on securities loaned, at value 26,309

TOTAL LIABILITIES 49,341

NET ASSETS $ 1,722,926

Net Assets consist of:

Paid in capital $ 1,592,565

Undistributed net investment income 19,159

Accumulated undistributed net realized gain (loss) on 33,530
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 77,672
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 104,380 shares outstanding $ 1,722,926

NET ASSET VALUE and redemption price per share $16.51
($1,722,926 (divided by) 104,380 shares)

Maximum offering price per share (100/97.00 of $16.51) $17.02

</TABLE>
<TABLE>
<CAPTION>
<C> <C> <C>
STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 1995 (UNAUDITED)

INVESTMENT INCOME $ 22,561
Dividends (including $10,239 received from
affiliated issuers)

Interest (including income on securities loaned of $51) 6,365

TOTAL INCOME 28,926

EXPENSES

Management fee $ 5,174
Basic fee

Performance adjustment 1,367

Transfer agent fees 1,955

Accounting and security lending fees 336

Non-interested trustees' compensation 31

Custodian fees and expenses 151

Audit 18

Total expenses before reductions 9,032

Expense reductions (177) 8,855

NET INVESTMENT INCOME 20,071

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

Investment securities (including realized gain of $232 52,373
on
sales of investments in affiliated issuers)

Foreign currency transactions 76 52,449

Change in net unrealized appreciation (depreciation) on:

Investment securities 50,502

Assets and liabilities in foreign currencies (14) 50,488

NET GAIN (LOSS) 102,937

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 123,008
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1995 1994
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 20,071 $ 20,973
Net investment income

Net realized gain (loss) 52,449 187,351

Change in net unrealized appreciation (depreciation) 50,488 (130,144)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 123,008 78,180
FROM OPERATIONS

Distributions to shareholders (16,152) (7,623)
From net investment income

From net realized gain (138,737) (121,427)

TOTAL DISTRIBUTIONS (154,889) (129,050)

Share transactions 458,004 1,446,506
Net proceeds from sales of shares

Reinvestment of distributions 152,267 126,664

Cost of shares redeemed (524,940) (1,143,652)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 85,331 429,518
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 53,450 378,648

NET ASSETS

Beginning of period 1,669,476 1,290,828

End of period (including undistributed net investment $ 1,722,926 $ 1,669,476
income of $19,159 and $18,112, respectively)

OTHER INFORMATION
Shares

Sold 28,884 84,808

Issued in reinvestment of distributions 10,084 7,499

Redeemed (32,815) (68,525)

Net increase (decrease) 6,153 23,782

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED OCTOBER 31,
ENDED
APRIL 30, 1995

(UNAUDITED) 1994 1993 1992 1991 1990

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, $ 17.00 $ 17.34 $ 13.72 $ 15.48 $ 12.85 $ 17.31
beginning of period

Income from
Investment
Operations

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

Net realized and .97 1.00 4.30 .73 1.96 (3.37)
unrealized gain
(loss)

Total from 1.14 1.17 4.44 .99 2.81 (3.05)
investment
operations

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

From net realized (1.46) (1.41) (.64) (2.13) (.01) (1.17)
gain

Total distributions (1.63) (1.51) (.82) (2.75) (.18) (1.41)

Net asset value, end $ 16.51 $ 17.00 $ 17.34 $ 13.72 $ 15.48 $ 12.85
of period

TOTAL RETURN B, D 7.60% 6.97% 34.12% 9.34% 22.05% (19.28)
%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 1,723 $ 1,669 $ 1,291 $ 1,009 $ 1,110 $ 1,354
period (in millions)

Ratio of expenses to 1.07% A 1.17% .86% .71% .83% 1.14%
average net assets

Ratio of expenses to 1.09% A 1.19% .87% .71% .83% 1.14%
average net assets
before expense
reductions

Ratio of net 2.42% A 1.22% .93% 1.63% 3.87% 1.61%
investment income
to average net
assets

Portfolio turnover rate 93% A 124% 120% 99% 72% 56%

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH AMOUNTED TO
$0.43 PER SHARE.
D THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1995 (Unaudited)

8. 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 (including restricted securities) for which
exchange quotations are not readily available (and in certain cases debt
securities which trade on an exchange), are valued primarily using
dealer-supplied valuations or at their fair value 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.
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. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned 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, which may result in distribution
reclassifications, are primarily due to differing treatments for foreign
currency transactions and losses deferred due to wash sales. The fund also
utilized earnings and profits distributed to shareholders on redemption of
shares as a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
9. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY
CONTRACTS. The fund may use foreign currency contracts to facilitate
transactions in foreign securities and to manage the fund's currency
exposure. Contracts to buy generally are used to acquire exposure to
foreign currencies, while contracts to sell are used to hedge the fund's
investments against currency fluctuations. Also, a contract to buy or sell
can offset a previous contract. Losses may arise from changes in the value
of the foreign currency or if the counterparties do not perform under the
contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
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.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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.
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. FMR, the fund's
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to the resale price.
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 $504,000 or .03% of net assets.
10. PURCHASES AND SALES
OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $672,450,000 and $672,947,000, respectively.
11. 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 .2700% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The 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 annualized rate of .78% 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
$359,000 and $138,000, respectively, on sales of shares of the fund.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
During the period November 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives
account fees and asset-based fees that vary according to account size and
type of account. FSC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements.
ACCOUNTING AND SECURITY LENDING FEES. FSC, an affiliate of FMR, maintains
the fund's accounting records and administers the security lending program.
The security lending fee is based on the number and duration of lending
transactions. The accounting fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
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 $840,000 for the period.
12. 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 $24,743,000 and
$26,309,000, respectively.
13. 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
$177,000 under this arrangement.
14. 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
DOLLAR AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Abtrust Lloyds Insurance Trust PLC $ - $ - $ 117 $ 3,482
Acceptance Insurance Co., Inc. (a) 7,301 - - 22,875
Angerstein Underwriting Trust PLC - 125 63 6,126
Argonaut AB Class B Free shares 8,727 - - 13,915
Atlantic Container Lines AB (a) - - - 4,679
Bergesen Group Class A - - 138 21,830
Bonheur AS 1,640 - - 10,562
Borden, Inc. - 49,365 287 -
Bowater, Inc 1,282 4,785 600 -
BT Shipping Ltd. ADR (a) - - - 2,352
Calmat Co. 2,319 151 132 26,169
Centerior Energy Corp. 1,239 7,519 5,644 122,031
CLM Insurance Fund PLC 3,519 - 92 11,853
Coeur D'Alene Mines Corp. - - 225 29,625
Concordia Maritime AB Class B
Free shares (a) 1,047 - - 3,444
Cytec Industries, Inc. (a) - - - 36,375
Delian Lloyds Investment Trust PLC - - 79 6,287
Dual Drilling Co. (a) 2,202 224 - 11,200
Finsbury Underwriting Investment
Trust PLC - - 29 4,014
First Olsen Tankers Ltd. (a) - - - 11,236
Four Seasons Hotels, Inc. - - - -
Frontline (a) 1,072 - - 8,679
Ganger Rolf 4,485 - - 12,071
Genlyte Group, Inc. (a) - - - 7,360
Hallwood Group, Inc - 1,007 - -
Hancock Fabrics, Inc. - 1,272 328 20,000
HCG Lloyds Investment Trust PLC - - - 8,382
House of Fabrics, Inc. (a) - 1,325 - 750
International Shipholding Corp. - - 50 10,250
Kahler Realty Corp. - - 18 2,700
Lonrho Ltd. Ord. 3,108 3,531 1,747 106,392
Major Realty Corp. (a) - 53 - 1,232
Masthead Insurance Underwriting PLC - - 95 5,158
Matheson LLoyds Investment
Trust PLC (a) 3,127 - - 3,103
Maxco, Inc. (a) - 8 - 3,346
Neiman-Marcus Group, Inc. 7,864 35,818 153 -
New London Capital PLC - - 47 6,770
Ockham Holdings PLC (a) 231 - - 3,338
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
DOLLAR AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Premium Trust $ - $ 1,511 $ - $ -
Smedvig AS 250 1,476 155 21,188
Smedvig Tankships Ltd. 3,736 - 191 13,066
Syndicate Capital Trust PLC - - 49 3,313
Transocean Drilling AS (a) - 5,588 - 26,083
Wilrig AS - 4,184 - -
TOTALS $ 53,149 $ 117,942 $ 10,239 $ 611,236
(a) NON-INCOME PRODUCING.
TO CALL FIDELITY

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
Thomas P. Sweeney, Vice President
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export 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