FIDELITY CAPITAL TRUST
N-30D, 1995-02-15
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(2_FIDELITY_LOGOS)FIDELITY
 
VALUE
FUND
ANNUAL REPORT
OCTOBER 31, 1994
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on investing                 
                              strategies.                              
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy, and outlook.      
 
INVESTMENT CHANGES       9    A summary of major shifts in the         
                              fund's investments over the past six     
                              months.                                  
 
INVESTMENTS              10   A complete list of the fund's            
                              investments with their market            
                              values.                                  
 
FINANCIAL STATEMENTS     25   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    29   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    34   The auditor's opinion.                   
ACCOUNTANTS                                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR 
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY 
AN EFFECTIVE PROSPECTUS. MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR 
GUARANTEED BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE
FDIC, THE 
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT
RISK, 
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. NEITHER THE FUND NOR FIDELITY
DISTRIBUTORS 
CORPORATION IS A BANK. FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING
CHARGES 
AND EXPENSES, CALL 1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU 
INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
The unsettling period that began for investors when the Federal Reserve
Board raised short-term interest rates in February has continued into the
fourth quarter of 1994. The Board raised the federal funds rate - the rate
banks charge each other for overnight loans - five times from February
through August, taking it from 3.00% to 4.75%. A sixth increase in November
lifted the rate to 5.50%. The Fed rate hikes were intended to forestall
inflation that could result from an improving U.S. economy, and they led to
below-average returns for many stocks and negative returns for many bond
investments.
The volatility we have witnessed this year follows a period in which there
was a nearly perfect investing environment. Although there was a
late-summer rally in stocks and, to a lesser extent in bond markets, it is
impossible to predict where interest rates might go or what might happen in
the markets in the months ahead. That's why it probably is a good time to
again review your investment portfolio and how well it matches your goals.
If you can leave your money invested over the long term, you can avoid much
of the volatility that generally accompanies the stock market in the short
term, as we have been witnessing this year. You also can help to manage
risk through diversification of investments. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different stock funds or
in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. As with any mutual fund, of course, there is no assurance that
a money market fund will achieve its goal, and it is important to remember
that money market funds are not insured by any agency of the U.S.
government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically, as we have discussed here. A periodic investment
plan will not, of course, assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage 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 OCTOBER 31, 1994          PAST     PAST 5   PAST 10   
                                        YEAR     YEARS    YEARS     
 
Value                                   12.90%   87.82%   272.92%   
 
S&P 500(registered trademark)           3.87%    62.17%   298.11%   
 
Average Capital Appreciation            0.04%    62.81%   236.34%   
Fund                                                                
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one, five, or ten years. For example, if
you invested $1,000 in a fund that had a 5% return over the past year, you
would end up with $1,050. You can compare the fund's returns to the
performance of the Standard & Poor's Composite Index of 500 Stocks - a
common proxy for the U.S. stock market. You can also compare them to the
average capital appreciation fund, which reflects the performance of 136
capital appreciation funds with similar objectives tracked by Lipper
Analytical Services Inc. Both benchmarks include reinvested dividends and
capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1994      PAST     PAST 5   PAST 10   
                                    YEAR     YEARS    YEARS     
 
Value                               12.90%   13.43%   14.07%    
 
S&P 500(registered trademark)       3.87%    10.15%   14.82%    
 
Average Capital Appreciation Fund   0.04%    9.85%    12.10%    
 
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's
    10/31/84        10000.00         10000.00
    11/30/84         9865.08          9888.00
    12/31/84        10078.41         10149.04
    01/31/85        11054.63         10939.65
    02/28/85        11060.18         11074.21
    03/31/85        11015.81         11081.96
    04/30/85        10927.06         11071.99
    05/31/85        11304.24         11711.95
    06/30/85        11359.70         11895.83
    07/31/85        11448.45         11877.98
    08/31/85        11270.96         11777.02
    09/30/85        10871.59         11408.40
    10/31/85        11254.32         11935.47
    11/30/85        11792.35         12754.24
    12/31/85        12305.45         13371.55
    01/31/86        12735.24         13446.43
    02/28/86        13532.61         14452.22
    03/31/86        14488.31         15258.65
    04/30/86        14267.77         15086.23
    05/31/86        14669.28         15888.82
    06/30/86        14901.14         16157.34
    07/31/86        14301.70         15254.15
    08/31/86        15048.17         16386.00
    09/30/86        14329.97         15030.88
    10/31/86        14980.31         15898.16
    11/30/86        14805.00         16284.49
    12/31/86        14118.76         15869.23
    01/31/87        15090.97         18006.82
    02/28/87        15710.37         18718.09
    03/31/87        15810.48         19259.04
    04/30/87        15553.96         19087.64
    05/31/87        15935.61         19253.70
    06/30/87        16467.42         20226.01
    07/31/87        17806.34         21251.47
    08/31/87        17481.00         22044.15
    09/30/87        17568.59         21561.38
    10/31/87        13145.16         16917.06
    11/30/87        12156.61         15523.09
    12/31/87        12907.41         16704.40
    01/31/88        13395.42         17407.66
    02/29/88        14634.23         18218.85
    03/31/88        14540.38         17655.89
    04/30/88        14502.85         17851.87
    05/31/88        14471.56         18007.18
    06/30/88        15084.71         18833.71
    07/31/88        15147.28         18762.14
    08/31/88        14978.35         18124.23
    09/30/88        16067.00         18896.32
    10/31/88        17005.49         19421.64
    11/30/88        16292.24         19143.91
    12/31/88        16656.62         19478.93
    01/31/89        17312.94         20904.79
    02/28/89        16917.87         20384.26
    03/31/89        17637.92         20859.21
    04/30/89        18606.47         21941.81
    05/31/89        19205.45         22830.45
    06/30/89        19759.82         22700.31
    07/31/89        21601.35         24750.15
    08/31/89        21684.19         25235.26
    09/30/89        21276.38         25131.79
    10/31/89        19855.40         24548.73
    11/30/89        20339.68         25049.53
    12/31/89        20478.48         25650.72
    01/31/90        18627.72         23929.55
    02/28/90        18733.67         24238.25
    03/31/90        19150.45         24880.56
    04/30/90        18987.98         24258.54
    05/31/90        20217.11         26623.75
    06/30/90        19602.54         26442.71
    07/31/90        19418.88         26358.09
    08/31/90        17716.46         23975.32
    09/30/90        17059.51         22807.72
    10/31/90        16678.06         22709.65
    11/30/90        17433.90         24176.69
    12/31/90        17852.75         24851.22
    01/31/91        18800.95         25934.74
    02/28/91        19934.34         27789.07
    03/31/91        20326.95         28461.57
    04/30/91        20593.63         28529.88
    05/31/91        21741.83         29762.37
    06/30/91        20734.38         28399.25
    07/31/91        21749.24         29722.65
    08/31/91        22275.19         30427.08
    09/30/91        22104.82         29918.95
    10/31/91        22364.09         30319.86
    11/30/91        21089.95         29097.97
    12/31/91        22529.39         32426.78
    01/31/92        23461.11         31823.64
    02/29/92        24377.56         32237.35
    03/31/92        24171.36         31608.72
    04/30/92        24851.06         32538.02
    05/31/92        25103.08         32697.45
    06/30/92        24774.69         32210.26
    07/31/92        25561.31         33527.66
    08/31/92        24965.61         32840.34
    09/30/92        25408.57         33227.86
    10/31/92        25515.48         33344.16
    11/30/92        26638.14         34481.19
    12/31/92        27294.44         34905.31
    01/31/93        28043.40         35198.52
    02/28/93        28190.10         35677.22
    03/31/93        29572.20         36430.01
    04/30/93        29734.34         35548.40
    05/31/93        30352.04         36501.10
    06/30/93        30352.04         36606.95
    07/31/93        31000.62         36460.52
    08/31/93        32081.59         37842.38
    09/30/93        32066.14         37550.99
    10/31/93        33031.29         38328.30
    11/30/93        32359.55         37964.18
    12/31/93        33555.00         38423.54
    01/31/94        35298.22         39729.94
    02/28/94        34981.27         38653.26
    03/31/94        33605.04         36967.98
    04/30/94        34380.74         37441.17
    05/31/94        34881.18         38055.21
    06/30/94        34847.82         37122.85
    07/31/94        35932.12         38340.48
    08/31/94        37208.26         39912.44
    09/30/94        36666.11         38934.59
    10/31/94        37291.67         39810.62
 
$10,000 OVER 10 YEARS:  Let's say you invested $10,000 in Fidelity Value
Fund on October 31, 1984. As the chart shows, by October 31, 1994, the
value of your investment would have grown to $37,292 - a 272.92% 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 $39,811 - a 298.11% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks will vary. That means if 
you sell your shares during a 
market downturn, you might 
lose money. But if you can 
ride out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
Rising interest rates contributed 
to below average returns in the 
U.S. stock market during the 12 
months ended October 31, 1994. 
The Standard & Poor's 500 stock 
index finished the 12-month 
period with a total return of 3.87% 
- - below its historical average of 
more than 10%. After three 
months of steady gains, stocks 
stumbled from February through 
June 1994. During that time, the 
Federal Reserve Board raised 
short-term interest rates four 
times in an effort to curb possible 
future inflation triggered by a 
strengthening economy. Higher 
rates hurt stocks because they 
raise the cost of borrowing for 
companies and consumers, often 
dampening future corporate 
profits. In addition, higher rates 
often make bonds and other 
fixed-income investments more 
attractive relative to stocks. 
Despite a fifth Fed rate hike in 
August, the market rallied from 
July through October, fueled by 
strengthening corporate earnings 
and a flurry of merger and 
acquisition activity. Overseas, 
results were mixed. Japanese 
stocks surged in early 1994, only 
to stall over the summer. After 
suffering corrections early in the 
year, several emerging markets 
- - most notably Brazil - 
bounced back strongly over the 
summer. The Morgan Stanley 
EAFE (Europe, Australia, Far 
East) index returned 10.09% for 
the 12 months ended October 31, 
while the Morgan Stanley 
Emerging Markets Free index 
was up 29.36% during the same 
period. 
An interview with Jeffrey Ubben, Portfolio Manager of Fidelity
Value Fund
Q. HOW DID THE FUND PERFORM OVER THE PAST YEAR, JEFF?
A. Okay, considering that increasing inflation concerns and rising interest
rates kept the wind in our faces through much of 1994. The fund returned
12.90% during the 12 months ended October 31, 1994, compared to 0.04% for
the average capital appreciation fund tracked by Lipper Analytical
Services.
Q. WHAT LED TO THE FUND'S SUCCESS 
RELATIVE TO ITS PEERS?
A. Very few of the fund's stocks were "home runs" over the past year.
Instead, the fund did well by hitting singles and doubles and largely
avoiding trouble spots such as utility and financial services stocks, which
suffered due to rising interest rates. A difficult market environment
actually lends itself to my investing style. I search out value-oriented
stocks whose prices have been beaten down over time. Within this framework,
I'm attracted to well-run companies with positive cash flows and excellent
balance sheets in out-of-favor industries that I feel will soon recover.
Often, these stocks are not widely followed and expectations are low. Yet
when these industries turn the corner, and companies gain the power to
raise the prices of their products, suddenly all of the new investors can't
fit through the door at the same time. 
Q. IN WHICH INDUSTRIES DID YOU FIND OPPORTUNITIES?
A. Investing in basic industries that benefited from economic growth
worldwide - such as metals and chemicals - was a major theme for the fund
over the past year. Economies have begun to recover in Japan and Europe,
and continued to grow at rapid rates in many third world countries. That
has boosted commodity demand and given companies the "pricing power" I
described earlier. Aluminum stocks such as Alcan and Alcoa and chemical
stocks such as Eastman Chemical and Union Carbide helped the fund over the
past six months.
Q. ENERGY HAS REMAINED THE FUND'S LARGEST SECTOR, REPRESENTING 13.4% OF THE
INVESTMENTS ON OCTOBER 31. IS THIS A SIMILAR STORY?
A. It is. Most of the fund's energy investments are in service companies.
The oil industry has remained in a down cycle for the past 10 to 12 years.
But low oil prices have stimulated demand, and supply is down because the
industry hasn't been replacing reserves. Through this difficult period,
energy service companies such as Schlumberger - the fund's largest
investment at the end of October - and Western Atlas have gained market
share while controlling costs. Lately, these stocks have moved mostly
sideways. However, when oil prices recover and oil company budgets increase
- - and we've already seen some evidence that this has begun - high operating
leverage should result in positive earnings surprises. 
Q. THE FUND'S STAKE IN FOREIGN STOCKS HASN'T CHANGED MUCH - 28.7% COMPARED
TO 25.1% SIX MONTHS AGO. HOW HAVE THESE STOCKS PERFORMED?
A. Pretty well. Major Japanese exporters such as Hitachi, Matsushita,
Toyota and Canon performed very well earlier this year as the Japanese
economy began to show signs of life, but have since cooled off. However,
I'm sticking with most of them. Their business prospects continue to look
good, and a weaker yen would make their products more competitive
worldwide. And despite mixed results for the fund's European stocks, I'm
maintaining most of my investments there. Recovering economies and an
accommodative interest rate environment should help stocks such as Veba - a
German utility that also has several economically sensitive businesses. 
Q. DO YOU HAVE ANY REGRETS ABOUT THE PAST YEAR?
A. I wish I had taken better advantage of the recovery in health care
stocks, which bounced back after health care reform died in Congress. I did
successfully trade in and out of drug stocks such as Eli Lilly and Pfizer.
However, I missed owning other quality companies such as Johnson & Johnson
and Abbott Labs when their stocks were cheap. In addition, RJR Nabisco -
one of the fund's top 10 stocks on October 31 - has been a disappointment.
However, I remain optimistic about the stock going forward.
Q. WHAT'S YOUR VIEW AS YOU LOOK OUT SIX MONTHS?
A. I think short-term interest rates could continue to rise here in the
U.S., which would put further pressure on stocks. I'm concerned that the
higher yields offered by bonds and CDs might entice more investors to leave
the stock market. That's why I'll continue to search for attractive
investments in Japan and Europe, where economies are at earlier stages of
recovery and interest rates are more likely to remain stable or fall.
Again, the bright side of a choppy U.S. market is that it creates
opportunities. When prices fall, stocks in industries that may be on the
verge of a turnaround become that much more compelling.  
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 October 31, 1994, 
more than $3 billion
MANAGER: Jeffrey Ubben, 
since December 1992; 
previously managed Fidelity 
Select Defense and 
Aerospace, and Electric 
Utilities Portfolios, and Fidelity 
Utilities Income and Qualified 
Dividend funds; joined Fidelity 
in 1989
(checkmark)
JEFFREY UBBEN ON THE 
WORLD ECONOMY:
"I believe that basic industries 
stocks - especially those of 
commodities companies - 
will remain one of my core 
investing themes for a while. 
The economies of emerging 
market nations such as Brazil, 
China and India are 
undergoing a period of rapid 
industrialization. In India, for 
example, the size of the 
middle class is simply 
exploding. These people will 
be buying jewelry, cars and 
houses in the years to come. 
What does this mean for 
companies that mine gold to 
make the jewelry, sell 
aluminum to make auto 
exhaust systems, or sell oil to 
heat homes and businesses? 
Sure, there will be up and 
down cycles, but the 
long-term potential of these 
stocks is very compelling."
(solid bullet)   Over the past year, the 
fund 
has used derivative 
instruments known as forward 
foreign currency contracts to 
hedge some of its overseas 
investments. These 
instruments effectively tie the 
value of foreign investments 
to the U.S. dollar, which 
reduces the risk that 
movements in the currency of 
a nation in which the fund is 
invested will decrease the 
value of those investments. 
However, if the dollar falls 
relative to the foreign 
currency - as happened over 
the past year - the use of 
these contracts negatively 
affects the fund's total return.   
   
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF OCTOBER 31, 1994
                                    % OF FUND'S    % OF FUND'S       
                                    INVESTMENTS    INVESTMENTS       
                                                   IN THESE STOCKS   
                                                   6 MONTHS AGO      
 
Schlumberger Ltd.                   2.6            1.8               
 
American Express Co.                2.1            1.3               
 
Alcan Aluminium Ltd.                2.1            2.1               
 
British Petroleum PLC ADR           1.9            2.3               
 
Seagram Co. Ltd                     1.6            -                 
 
United Technologies Corp.           1.6            -                 
 
International Business Machine      1.6            1.0               
Corp.                                                                
 
RJR Nabisco Holdings Corp.          1.6            0.2               
 
Philip Morris Companies, Inc.       1.4            1.4               
 
Veba Vereinigte Elektrizetaets &    1.4            0.5               
 Bergwerks AG Ord.                                                   
 
TOP FIVE INDUSTRIES AS OF OCTOBER 31, 1994
                   % OF FUND'S    % OF FUND'S           
                   INVESTMENTS    INVESTMENTS           
                                  IN THESE INDUSTRIES   
                                  6 MONTHS AGO          
 
Energy             13.4           12.6                  
 
Durables           11.0           8.9                   
 
Basic Industries   10.8           12.7                  
 
Nondurables        8.2            6.1                   
 
Finance            7.1            14.0                  
 
ASSET ALLOCATION
AS OF OCTOBER 31, 1994* AS OF APRIL 30, 1994** 
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
Row: 1, Col: 1, Value: 7.2
Row: 1, Col: 2, Value: 3.8
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 4, Value: 49.0
Stocks 91.5%
Bonds 1.7%
Short-term
Investments 6.8%
FOREIGN
INVESTMENTS 28.7%
Stocks 89.0%
Bonds 3.8%
Short-term
Investments 7.2%
FOREIGN
INVESTMENTS 25.1%
*
**
   
   
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 90.6%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 2.6%
Aviall, Inc.   354,200 $ 3,542  05366B10
Boeing Co.   270,500  11,868  09702310
Flightsafety International, Inc.   668,700  26,999  33942310
Lockheed Corp.   132,400  9,533  53982110
Martin Marietta Corp.   678,300  31,117  57290010
Sundstrand Corp.   282,400  12,849  86732310
  95,908
BASIC INDUSTRIES - 10.8%
CHEMICALS & PLASTICS - 4.6%
ARCO Chemical Co.   125,700  6,144  00192010
Albemarle Corp.   163,200  2,489  01265310
BASF AG  25,000  5,292  05526230
Betz Laboratories, Inc.   217,000  10,823  08777910
Ferro Corp.   589,600  15,109  31540510
Fuller (H.B.) Co.   68,000  2,261  35969410
Goodrich (B.F.) Co.  93,200  4,182  38238810
Great Lakes Chemical Corp.   458,700  26,948  39056810
Hoechst AG Ord.   94,600  20,716  43439010
Lawter International, Inc.   347,500  4,387  52078610
Minnesota Mining & Manufacturing Co.   161,500  8,943  60405910
NL Industries, Inc. (a)  349,100  4,451  62915640
Nalco Chemical Co.   748,900  24,152  62985310
Potash Corp. of Saskatchewan  368,800  13,046  73755L10
Shinetsu Chemical   292,000  6,207  82499210
Union Carbide Corp.   569,200  18,855  90558110
  174,005
IRON & STEEL - 0.3%
Armco, Inc. (a)  1,162,100  8,280  04217010
Hoogovens en Staalfabrieken (a)  50,000  2,332  43888410
  10,612
METALS & MINING - 4.1%
Alcan Aluminium Ltd.   2,905,728  77,830  01371610
Alumax, Inc. (a)  294,050  8,748  02219710
Aluminum Co. of America  486,000  41,432  02224910
English China Clay PLC  3,833,100  22,766  29321792
Eramet SA (a)(b)  9,500  694  29499H23
Noranda, Inc.   60,000  1,175  65542210
  152,645
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - CONTINUED
PACKAGING & CONTAINERS - 0.6%
Mayr Melnhof Karton AG (a)  152,200 $ 8,249  57847192
Sonoco Products Co.   713,900  15,706  83549510
  23,955
PAPER & FOREST PRODUCTS - 1.2%
Champion International Corp.   341,400  12,631  15852510
Consolidated Papers, Inc.   291,400  13,077  20975910
Mead Corp.   150,000  7,444  58283410
Temple-Inland, Inc.   272,300  12,866  87986810
  46,018
TOTAL BASIC INDUSTRIES   407,235
CONGLOMERATES - 2.9%
Alexander & Baldwin, Inc.   154,500  3,592  01448210
Tomkins PLC Ord.   1,500,000  5,163  89003010
Tyco Laboratories, Inc.   847,942  40,913  90212010
United Technologies Corp.   937,400  59,057  91301710
  108,725
CONSTRUCTION & REAL ESTATE - 0.6%
BUILDING MATERIALS - 0.1%
Tecumseh Products Co. Class A  47,100  2,285  87889520
Vulcan Materials Co.   23,500  1,210  92916010
  3,495
CONSTRUCTION - 0.1%
Standard Pacific Corp.   378,900  2,605  85375C10
REAL ESTATE - 0.2%
Mitsubishi Estate Ltd.   248,000  2,917  60678310
Nichimo Corp. (a)  896,000  3,699  68599492
  6,616
REAL ESTATE INVESTMENT TRUSTS - 0.2%
Storage Equities, Inc.   635,800  8,980  86211010
TOTAL CONSTRUCTION & REAL ESTATE   21,696
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - 10.9%
AUTOS, TIRES, & ACCESSORIES - 4.7%
Bandag, Inc.   490,200 $ 28,799  05981510
BMW AG  51,500  26,542  05528310
Cooper Tire & Rubber Co.   241,300  5,942  21683110
General Motors Corp.   615,200  24,300  37044210
Genuine Parts Co.  475,000  17,159  37246010
Johnson Controls, Inc.   234,600  11,671  47836610
Michelin Class B (Reg.) (a)  35,300  1,478  59410020
Pacific Dunlop  3,398,000  10,323  69418510
Pirelli Tyre Holdings NV Ord.   297,833  2,068  72499092
Pirelli Tyre Holdings NV (warrants) (a)  121,933  97  72499096
Snap-On Tools Corp.   445,000  14,129  83303410
Tokai Rika Denki Co. Ltd.   513,000  5,929  88199192
Toyota Motor Corp.  1,083,000  23,916  89399999
Volvo Aktiebolaget Class B  150,000  2,976  92885630
  175,329
CONSUMER ELECTRONICS - 1.5%
Matsushita Electric Industrial Co. Ltd.   2,070,000  34,392  57687910
Sony Corp.   363,000  22,138  83569999
  56,530
HOME FURNISHINGS - 0.7%
Miller (Herman), Inc.   952,000  25,229  60054410
TEXTILES & APPAREL - 4.0%
Fieldcrest Cannon, Inc. (a)  233,200  5,947  31654910
Guilford Mills, Inc.   173,200  3,572  40179410
Jones Apparel Group, Inc. (a)  205,400  5,623  48007410
Kellwood Co.   533,300  10,732  48804410
Liz Claiborne, Inc.   207,600  4,801  53932010
Nisshinbo Industries  726,000  8,466  65411310
Oshkosh B'Gosh, Inc. Class A  413,400  6,201  68822220
Russell Corp.   828,000  24,839  78235210
Tokyo Style Co. Ltd.   289,000  5,010  88999410
Unifi, Inc.   1,814,400  46,948  90467710
Westpoint Stevens, Inc. Class A (a)(e)  1,955,400  29,087  96123810
  151,226
TOTAL DURABLES   408,314
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - 13.3%
ENERGY SERVICES - 6.3%
BJ Services Co. (a)  447,900 $ 9,126  05548210
Baker Hughes, Inc.   129,600  2,657  05722410
Dual Drilling Co. (a)  162,400  2,152  26356410
Enterra Corp. (a)  807,200  18,465  29380510
Halliburton Co.   1,189,100  43,997  40621610
Helmerich & Payne, Inc.   94,500  2,953  42345210
Hornbeck Offshore Services, Inc. (a)  90,200  1,353  44054210
McDermott International, Inc.   306,300  7,849  58003710
Nabors Industries, Inc. (a)  478,000  3,525  62956810
Noble Drilling Corp. (a)  610,500  4,502  65504210
Nowsco Well Service Ltd.   593,700  8,335  67012210
Offshore Logistics, Inc. (a)  152,300  1,999  67625510
Production Operators Corp.   161,000  4,146  74308010
Schlumberger Ltd.   1,682,300  98,835  80685710
Tidewater, Inc.   769,400  17,600  88642310
Tuboscope Vetco Corp. (a)  254,500  1,622  89860010
Weatherford International, Inc.   259,600  2,953  94707610
Western Co. of North America (a)  270,000  4,793  95804340
  236,862
INDEPENDENT POWER - 0.3%
California Energy Co., Inc.   772,300  13,129  13019010
OIL & GAS - 6.7%
Amerada Hess Corp.   683,700  34,014  02355110
British Petroleum PLC ADR  827,285  70,319  11088940
Canada Occidental Petroleum Ltd.   394,700  9,588  13642010
Coastal Corp. (The)  100,000  2,850  19044110
Exxon Corp.   600,000  37,725  30229010
Murphy Oil Corp.   576,800  27,470  62671710
Norsk Hydro AS  205,000  8,261  65653150
OEMV AG (a)  50,000  4,562  67399592
Pennzoil Co.   90,000  4,635  70990310
Petro-Canada  702,000  6,484  71644E10
Poco Petroleums Ltd. (a)  12,100  76  73036110
Renaissance Energy Ltd. (a)  308,500  7,152  75966610
Total Compagnie Francaise des Petroles Class B  51,096  3,315  20434510
Total SA sponsored ADR  884,064  29,174  89151E10
Union Texas Petroleum Holdings, Inc.   300,000  6,263  90864010
  251,888
TOTAL ENERGY   501,879
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - 7.1%
BANKS - 0.7%
CCB Financial Corp.   63,600 $ 2,560  12487510
Deutsche Bank AG  30,500  15,029  25152592
First Commercial Corp.   44  1  31982510
Mercantile Bankshares Corp.   1,454  31  58740510
North Fork Bancorporation, Inc.   229,860  3,505  65942410
Republic New York Corp.   28,300  1,295  76071910
T R Financial Corp.   35,000  508  87263010
Trans Financial Bancorp, Inc.   88,500  1,305  89323C10
Trustmark Corp.   98,300  1,757  89840210
Wilmington Trust Corp.  84,300  2,108  97180710
  28,099
CREDIT & OTHER FINANCE - 2.1%
American Express Co.   2,570,343  79,038  02581610
INSURANCE - 2.3%
Alexander & Alexander Services, Inc.   365,500  7,401  01447610
Berkley (W.R.) Corp.   232,800  8,439  08442310
CNA Financial Corp. (a)  46,800  2,913  12611710
Gallagher (Arthur J.) & Co.   143,600  4,703  36357610
Gryphon Holdings, Inc. (a)  210,000  2,966  40051510
Loews Corp.   251,400  22,186  54042410
NAC Re Corp.   238,900  6,182  62890710
SAFECO Corp.   107,700  5,398  78642910
Travelers, Inc. (The)  740,300  25,726  89419010
  85,914
SAVINGS & LOANS - 1.3%
Ahmanson (H.F.) & Co.   490,900  9,388  00867710
Brooklyn Bancorp, Inc. (a)  151,900  5,051  11380910
Charter One Financial Corp.   207,300  4,198  16090310
FirstFed Michigan Corp.   152,350  3,161  33761R10
Golden West Financial Corp.   485,900  18,950  38131710
Standard Federal Bank  251,200  6,657  85338910
  47,405
SECURITIES INDUSTRY - 0.7%
Lehman Brothers Holdings, Inc.   50,000  775  52490810
Nomura Securities Ltd.   1,257,000  26,332  65536110
  27,107
TOTAL FINANCE   267,563
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - 4.0%
DRUGS & PHARMACEUTICALS - 2.5%
Allergan, Inc.   263,900 $ 6,960  01849010
American Home Products Corp.   471,700  29,953  02660910
Rhone Poulenc SA Class A  240,000  5,927  76242695
Sankyo  377,000  9,804  80029710
Schering  26,000  17,368  80658510
Sigma Aldrich Corp.   305,200  10,606  82655210
Takeda Chemical Industries Ltd.   653,000  8,086  87405810
Yamanouchi Pharmaceutical  308,000  6,071  98414010
  94,775
MEDICAL EQUIPMENT & SUPPLIES - 1.3%
Acuson Corp.   7,400  136  00511310
Bard (C.R.), Inc.   123,000  3,014  06738310
Boston Scientific Corp. (a)  668,500  11,782  10113710
Datascope Corp. (a)  120,000  2,100  23811310
Nellcor, Inc. (a)  76,700  2,378  64027510
Pall Corp.   1,459,800  26,459  69642930
Sybron Corp. (a)  82,200  2,846  87114F10
  48,715
MEDICAL FACILITIES MANAGEMENT - 0.2%
Unilab Corp. (a)  1,600,600  8,002  90476310
TOTAL HEALTH   151,492
HOLDING COMPANIES - 0.1%
Christies International PLC  1,952,100  4,967  17099892
INDUSTRIAL MACHINERY & EQUIPMENT - 4.6%
ELECTRICAL EQUIPMENT - 1.0%
Mitsubishi Electric Co. Ord.   2,229,000  16,676  60673220
Murata Manufacturing Co. Ord.   308,500  12,607  62699110
Omron Corp.   554,000  10,005  68215110
  39,288
INDUSTRIAL MACHINERY & EQUIPMENT - 2.0%
Cooper Industries, Inc.   452,500  16,911  21666910
Duriron Company, Inc.   70,000  1,260  26684910
Enerflex Systems Ltd.   181,100  2,375  29265B10
Goulds Pumps, Inc.   151,200  3,308  38355010
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Harnischfeger Industries, Inc.   676,200 $ 16,905  41334510
Keystone International, Inc.   760,300  15,016  49350310
Lawson Products, Inc.   330,000  8,663  52077610
Parker-Hannifin Corp.   170,100  7,952  70109410
Svedala  140,400  3,276  91199A92
  75,666
POLLUTION CONTROL - 1.6%
Browning-Ferris Industries, Inc.   390,000  12,383  11588510
Rollins Environmental Services, Inc. (a)  387,000  2,274  77570910
Safety Kleen Corp.   664,600  9,221  78648410
WMX Technologies, Inc.   1,182,700  34,741  92929Q10
  58,619
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   173,573
MEDIA & LEISURE - 2.3%
LEISURE DURABLES & TOYS - 0.1%
Hasbro, Inc.   71,900  2,372  41805610
LODGING & GAMING - 1.2%
Caesars World, Inc. (a)  342,900  15,045  12769510
Circus Circus Enterprises, Inc. (a)  482,500  10,736  17290910
Marriott International, Inc.   264,900  7,748  57190010
Promus Companies, Inc.   360,000  10,665  74342A10
  44,194
PUBLISHING - 1.0%
Dow Jones & Co Inc.   383,500  11,457  26056110
Dun & Bradstreet Corp.   110,000  6,449  26483010
Enquirer/Star Group, Inc. Class A  197,500  3,308  29355410
Scripps (E.W.) Co. Class A  549,100  16,336  81103910
  37,550
RESTAURANTS - 0.0%
Uno Restaurant Corp. (a)  39,400  532  91490010
TOTAL MEDIA & LEISURE   84,648
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONDURABLES - 7.7%
AGRICULTURE - 0.2%
Pioneer Hi-Bred International, Inc.   174,800 $ 5,856  72368610
BEVERAGES - 1.6%
Seagram Co. Ltd.   1,983,400  61,003  81185010
FOODS - 1.3%
Borden, Inc.   300,000  4,050  09959910
Ezaki Glicko Co.  697,000  7,336  30199492
Goodman Fielder Ltd. Ord.   2,794,244  2,636  38238210
Hormel (George A) & Co.   498,000  12,263  44045210
SYSCO Corp.   271,900  6,764  87182910
Tyson Foods, Inc.   574,700  13,362  90249410
Viscofan Envolturas Celulo SA  200,000  3,537  92899999
  49,948
HOUSEHOLD PRODUCTS - 1.5%
Church & Dwight Co., Inc.   279,200  6,282  17134010
Orkla AS Class A Free shares  69,200  2,032  39299193
Orkla AS Class B (non-vtg.)  17,950  515  39299192
NCH Corp.   239,200  15,937  62885010
Rubbermaid, Inc.   330,000  9,075  78108810
Stanhome, Inc.   113,100  3,803  85442510
Tambrands, Inc.   478,600  19,622  87508010
  57,266
TOBACCO - 3.1%
Philip Morris Companies, Inc.   883,500  54,114  71815410
RJR Nabisco Holdings Corp. (a)  8,503,500  58,462  74960K10
UST, Inc.   171,200  4,537  90291110
  117,113
TOTAL NONDURABLES   291,186
PRECIOUS METALS - 1.0%
American Barrick Resources Corp.   1,000,000  23,829  02451E10
Santa Fe Pacific Gold  975,900  14,029  80217610
  37,858
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - 6.3%
APPAREL STORES - 0.9%
Limited, Inc. (The)  859,000 $ 15,784  53271610
One Price Clothing Stores, Inc. (a)  200,000  2,075  68241110
TJX Companies, Inc.   913,800  14,392  87254010
United States Shoe Corp.   100,000  1,788  91260510
  34,039
DRUG STORES - 0.5%
Walgreen Co.   482,700  20,032  93142210
GENERAL MERCHANDISE STORES - 2.5%
Dillard Department Stores, Inc. Class A  1,067,800  28,297  25406310
Federated Department Stores, Inc. (a)  1,003,600  20,825  31410J10
Ito Yokado Co. Ltd.   356,000  19,434  46571410
Matsuzakaya Co. Ltd.   417,000  5,938  57699492
Price/Costco, Inc.   570,000  8,978  74143W10
Sears, Roebuck & Co.   176,700  8,747  81238710
  92,219
GROCERY STORES - 0.7%
Food Lion, Inc. Class A  50,100  286  34477520
Giant Food, Inc. Class A  199,400  4,586  37447810
Izumi Co. Ord.   320,000  8,256  46399292
Supervalu, Inc.   535,400  12,983  86853610
  26,111
RETAIL & WHOLESALE, MISCELLANEOUS - 1.7%
Boots Co. (The) PLC   1,850,000  16,042  09999410
Duty Free International, Inc.   693,900  9,281  26708410
Fabri-Centers of America, Inc. (a)  143,500  2,493  30284610
Sotheby's Holdings, Inc. Class A  201,300  2,441  83589810
Toys "R" Us, Inc. (a)  613,200  23,608  89233510
Uny Co. Ltd.  639,000  10,155  91529010
  64,020
TOTAL RETAIL & WHOLESALE   236,421
SERVICES - 4.2%
ADVERTISING - 0.5%
WPP Group PLC  7,129,600  12,832  92930910
WPP Group PLC (b)  4,150,000  7,469  92930997
  20,301
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
SERVICES - CONTINUED
PRINTING - 1.3%
Deluxe Corp.   559,000 $ 15,792  24801910
Donnelley (R.R.) & Sons Co.   567,500  17,805  25786710
New England Business Service, Inc. (e)  782,900  14,679  64387210
  48,276
SERVICES - 2.4%
ADT Ltd.   1,301,600  14,643  00091530
BET Public Ltd. Co. Ord.   1,269,000  2,284  05538H10
CPI Corp.   553,500  12,039  12590210
Jostens, Inc.   598,400  10,322  48108810
Kinder-Care Learning Ctrs. (a)  185,000  2,451  49452120
National Service Industries, Inc.   161,400  4,317  63765710
Western Atlas, Inc.   984,800  45,301  95767410
  91,357
TOTAL SERVICES   159,934
TECHNOLOGY - 5.3%
COMPUTER SERVICES & SOFTWARE - 0.1%
Lotus Development Corp.   57,300  2,192  54570010
SunGard Data Systems, Inc.   6,700  260  86736310
  2,452
COMPUTERS & OFFICE EQUIPMENT - 2.8%
Canon, Inc.   1,419,000  26,358  13780199
Fujitsu Ltd.   1,266,000  14,501  35959010
International Business Machines Corp.   789,800  58,840  45920010
Pitney Bowes, Inc.   190,000  6,413  72447910
  106,112
ELECTRONIC INSTRUMENTS - 0.2%
Measurex Corp.   324,600  7,060  58343210
ELECTRONICS - 1.6%
Aiwa Co. Ltd.   318,000  8,663  00959999
AMP, Inc.   182,000  13,764  03189710
Hitachi Ltd.   2,815,000  29,340  43357810
Nitto Denko Corp.   174,000  2,999  65480230
Premier Industrial  7,200  185  74051230
Thomas & Betts Corp.   62,700  4,467  88431510
  59,418
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
PHOTOGRAPHIC EQUIPMENT - 0.6%
Polaroid Corp.   708,600 $ 23,827  73109510
TOTAL TECHNOLOGY   198,869
TRANSPORTATION - 3.7%
AIR TRANSPORTATION - 0.6%
AMR Corp. (a)  153,200  8,445  00176510
Delta Air Lines, Inc.   170,000  8,861  24736110
Helikopter Services   389,800  4,889  42499192
  22,195
RAILROADS - 1.7%
CSX Corp.   163,300  11,839  12640810
Canadian Pacific Ltd. Ord.   2,113,600  33,773  13644030
Illinois Central Corp., Series A  563,800  18,112  45184110
  63,724
SHIPPING - 0.2%
Kirby Corp. (a)  462,100  7,740  49726610
TRUCKING & FREIGHT - 1.2%
Airborne Freight Corp.   100,000  1,913  00926610
Consolidated Freightways, Inc. (a)  343,600  7,688  20923710
Roadway Services, Inc.   608,400  34,831  76974810
Trimac Ltd.   123,700  1,348  89620810
  45,780
TOTAL TRANSPORTATION   139,439
UTILITIES - 3.2%
ELECTRIC UTILITY - 2.2%
Fuji Electric Co. Ltd.   3,871,000  22,170  36599492
Union Electrica Fenosa  1,225,000  5,634  90659510
Veba Vereinigte Elektrizitaets & Bergwerks AG Ord.   160,000  53,626 
92239110
  81,430
GAS - 0.4%
Williams Companies, Inc.   530,000  15,370  96945710
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 0.6%
Koninklijke PPT Nederland  500,000 $ 15,932  72699422
Telefonica de Espana SA Ord.   475,000  6,428  87938210
  22,360
TOTAL UTILITIES   119,160
TOTAL COMMON STOCKS
(Cost $3,219,562)   3,408,867
PREFERRED STOCKS - 0.9%
CONVERTIBLE PREFERRED STOCKS - 0.9%
DURABLES - 0.1%
TEXTILES & APPAREL - 0.1%
Fieldcrest Cannon, Inc., Series A, $3.00   60,000  3,143  31654940
INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%
Cooper Industries, Inc. $8.00 exchangeable  482,800  10,984  21666950
NONDURABLES - 0.5%
TOBACCO - 0.5%
RJR Nabisco Holdings Corp., Series A, depositary shares
representing 1/4 share   2,749,500  19,246  74960K40
TOTAL CONVERTIBLE PREFERRED STOCKS   33,373
NONCONVERTIBLE PREFERRED STOCKS - 0.0%
DURABLES - 0.0%
AUTOS, TIRES, & ACCESSORIES - 0.0%
Porsche AG (non-voting) (a)  1,375  560  73380193
TOTAL PREFERRED STOCKS
(Cost $34,935)   33,933
CORPORATE BONDS - 0.7%
 MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
CONVERTIBLE BONDS - 0.2%
MEDIA & LEISURE - 0.2%
PUBLISHING - 0.2%
Nelson Thomas, Inc. 5 3/4%, 11/30/99 (b)  B1 $ 6,000 $ 6,150  640376AA
NONCONVERTIBLE BONDS - 0.5%
ENERGY - 0.1%
INDEPENDENT POWER - 0.1%
California Energy Corp., Inc. 
 0% 1/15/04 (d)  Ba3  7,410  5,187  130190AC
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
POLLUTION CONTROL - 0.1%
Laidlaw, Inc. 6%, 1/31/99   Baa2  4,600  4,865  50730KAF
MEDIA & LEISURE - 0.1%
LODGING & GAMING - 0.1%
Host Marriott Corp.:
 9 1/8%, 12/1/00  B1  845  830  441080AD
 9 7/8%, 5/1/01  B1  227  227  441080AE
 10 1/2%, 5/1/06  B1  615  615  441080AH
 11%, 5/1/06  B1  1,556  1,564  441080AJ
TOTAL MEDIA & LEISURE   3,236
SERVICES - 0.2%
ADT Operations, Inc. guaranteed notes 9 1/4%, 
8/1/03  B2  6,000  5,609  000945AB
TOTAL NONCONVERTIBLE BONDS   18,897
TOTAL CORPORATE BONDS
(Cost $26,199)   25,047
FOREIGN GOVERNMENT OBLIGATIONS - 1.3%
 MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
Canadian Government:
 Treasury Bill 0%, 11/24/94  - CAD 14,200 $ 10,486  136992WP
 9%, 12/01/04  Aaa CAD 22,000  16,131  135087VG
French Government 8 1/2%, 12/26/12  Aaa FRF 120,000  23,072  3517779J
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $50,593)   49,689
REPURCHASE AGREEMENTS - 6.5%
 MATURITY
 AMOUNT
 (000)
Investments in repurchase agreements
(U.S. Treasury obligations), in a 
joint trading account at 4.78% 
dated 10/31/94 due 11/1/94   $ 245,181  245,148  99799N9L
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $3,576,437)  $ 3,762,684
FORWARD FOREIGN CURRENCY CONTRACTS
 AMOUNTS IN THOUSANDS SETTLEMENT  UNREALIZED
   DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 135,824 FRF 11/2/94 $ 26,392 $ 120
(Payable amount $26,272)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 0.7%
CONTRACTS TO SELL
 28,065,112 JPY 11/14/94 to 1/20/95 $ 290,813 $ (4,751)
 271,648 FRF 11/2/94 to 2/2/95  52,662  (1,399)
 126,996 DEM 1/30/95  84,550  (2,881)
     428,025  (9,031)
(Receivable amount $418,994)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 11.4%
   $ (8,911)
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
JPY - Japanese yen
DEM - German deutsche mark
FRF - French franc
LEGEND
(a) Non-income producing
(b) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $14,313,000 or 0.4% of net
assets
(c) Principal amount is stated in United States dollars unless otherwise
noted.
(d) Debt obligation initially issued in zero coupon form which converts to
coupon form at a specified rate and date.
(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  71.3%
Japan  9.5
Canada  7.4
United Kingdom  4.2
Germany  3.7
France  1.7
Others (individually less than 1%)  2.2
TOTAL  100.0%
INCOME TAX INFORMATION 
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $3,576,515,000. Net unrealized appreciation aggregated
$186,169,000, of which $255,901,000 related to appreciated investment
securities and $69,732,000 related to depreciated investment securities. 
The fund hereby designates $50,830,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                                 <C>         <C>           
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) OCTOBER 31, 1994                              
 
ASSETS                                                                                        
 
Investment in securities, at value (including repurchase                        $ 3,762,684   
agreements of $245,148) (cost $3,576,437) -                                                   
See accompanying schedule                                                                     
 
Cash                                                                             1            
 
Receivable for investments sold                                                  90,669       
 
Unrealized appreciation on foreign currency contracts                            120          
 
Receivable for fund shares sold                                                  45,422       
 
Dividends receivable                                                             4,862        
 
Interest receivable                                                              2,633        
 
Other receivables                                                                11           
 
 TOTAL ASSETS                                                                    3,906,402    
 
LIABILITIES                                                                                   
 
Payable for investments purchased                                   $ 163,668                 
 
Unrealized depreciation on foreign currency contracts                9,031                    
 
Payable for fund shares redeemed                                     15,071                   
 
Accrued management fee                                               2,019                    
 
Other payables and accrued expenses                                  1,649                    
 
 TOTAL LIABILITIES                                                               191,438      
 
NET ASSETS                                                                      $ 3,714,964   
 
Net Assets consist of:                                                                        
 
Paid in capital                                                                 $ 3,290,628   
 
Undistributed net investment income                                              19,453       
 
Accumulated undistributed net realized gain (loss) on                            227,439      
investments and foreign currency transactions                                                 
 
Net unrealized appreciation (depreciation) on                                    177,444      
investments and assets and liabilities in foreign                                             
currencies                                                                                    
 
NET ASSETS, for 83,086 shares outstanding                                       $ 3,714,964   
 
NET ASSET VALUE, offering price and redemption price per                         $44.71       
share ($3,714,964 (divided by) 83,086 shares)                                                 
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                           <C>         <C>         
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1994                                      
 
INVESTMENT INCOME                                                         $ 40,911    
Dividends (including $72 received from affiliated issuers)                            
 
Interest                                                                   15,213     
 
 TOTAL INCOME                                                              56,124     
 
EXPENSES                                                                              
 
Management fee                                                 15,519                 
Basic fee                                                                             
 
 Performance adjustment                                        1,671                  
 
Transfer agent fees                                            6,533                  
 
Accounting fees and expenses                                   734                    
 
Non-interested trustees' compensation                          11                     
 
Custodian fees and expenses                                    385                    
 
Registration fees                                              994                    
 
Audit                                                          63                     
 
Legal                                                          16                     
 
Interest                                                       3                      
 
Reports to shareholders                                        212                    
 
Miscellaneous                                                  24                     
 
 Total expenses before reductions                              26,165                 
 
 Expense reductions                                            (594)       25,571     
 
NET INVESTMENT INCOME                                                      30,553     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                   
Net realized gain (loss) on:                                                          
 
 Investment securities (including realized gain of             232,540                
$1,200 on sales of investment in affiliated issuers).                                 
 
 Foreign currency transactions                                 (10,868)    221,672    
 
Change in net unrealized appreciation (depreciation) on:                              
 
 Investment securities                                         49,337                 
 
 Assets and liabilities in foreign currencies                  (8,665)     40,672     
 
NET GAIN (LOSS)                                                            262,344    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                           $ 292,897   
FROM OPERATIONS                                                                       
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>            <C>           
AMOUNTS IN THOUSANDS                                      YEAR ENDED     YEAR ENDED    
                                                          OCTOBER 31,    OCTOBER 31,   
                                                          1994           1993          
 
INCREASE (DECREASE) IN NET ASSETS                                                      
 
Operations                                                $ 30,553       $ 15,724      
Net investment income                                                                  
 
 Net realized gain (loss)                                  221,672        124,672      
 
 Change in net unrealized appreciation (depreciation)      40,672         121,437      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           292,897        261,833      
FROM OPERATIONS                                                                        
 
Distributions to shareholders:                             (13,186)       (3,015)      
From net investment income                                                             
 
 From net realized gain                                    (108,589)      (1,966)      
 
 TOTAL  DISTRIBUTIONS                                      (121,775)      (4,981)      
 
Share transactions                                         3,387,952      1,662,252    
Net proceeds from sales of shares                                                      
 
 Reinvestment of distributions                             119,386        4,784        
 
 Cost of shares redeemed                                   (1,586,209)    (631,993)    
 
 Net increase (decrease) in net assets resulting from      1,921,129      1,035,043    
share transactions                                                                     
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  2,092,251      1,291,895    
 
NET ASSETS                                                                             
 
 Beginning of period                                       1,622,713      330,818      
 
 End of period (including undistributed net investment    $ 3,714,964    $ 1,622,713   
income of $19,453 and $32,362, respectively)                                           
 
OTHER INFORMATION                                                                      
Shares                                                                                 
 
 Sold                                                      79,687         44,284       
 
 Issued in reinvestment of distributions                   3,051          139          
 
 Redeemed                                                  (37,585)       (16,391)     
 
 Net increase (decrease)                                   45,153         28,032       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                     <C>                       <C>        <C>       <C>       <C>         
                                        YEARS ENDED OCTOBER 31,                                              
 
                                        1994                      1993       1992C     1991      1990        
 
SELECTED PER-SHARE DATA                                                                                      
 
Net asset value, beginning of period    $ 42.78                   $ 33.41    $ 30.19   $ 23.61   $ 31.16     
 
Income from Investment Operations                                                                            
 
 Net investment income                   .54A                      .55 A,     .64 A     .81       1.25B      
                                                                  D                                          
 
 Net realized and unrealized             4.53                      9.20       3.43      6.94      (5.65)     
 gain (loss)                                                                                                 
 
 Total from investment operations        5.07                      9.75       4.07      7.75      (4.40)     
 
Less Distributions                       (.34)                     (.23)      (.85)     (1.17)    (.30)      
From net investment income                                                                                   
 
 From net realized gain                  (2.80)                    (.15)      -         -         (2.85)     
 
 Total distributions                     (3.14)                    (.38)      (.85)     (1.17)    (3.15)     
 
Net asset value, end of period          $ 44.71                   $ 42.78    $ 33.41   $ 30.19   $ 23.61     
 
TOTAL RETURNE                            12.90%                    29.46%     14.09%    34.09%    (16.00)%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                 
 
Net assets, end of period (in           $ 3,715                   $ 1,623    $ 331     $ 124     $ 92        
millions)                                                                                                    
 
Ratio of expenses to average             1.08%                     1.11%      1.00%     .98%      1.06%      
net assets                              F                                                                    
 
Ratio of expenses to average net         1.10%                     1.12%      1.00%     .98%      1.06%      
assets before expense reductions        F                                                                    
                                                                                                             
 
Ratio of net investment income to        1.29%                     1.43%      2.01%     2.93%     4.55%      
average net assets                      F                                                        B           
 
Portfolio turnover rate                  112%                      117%       81%       137%      165%       
 
</TABLE>
 
1. NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
2. INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH AMOUNTED
TO $.74 PER SHARE.
3. AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
4. INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND RECEIVED FROM
IMPERIAL CHEMICAL INDUSTRIES PLC ADR WHICH AMOUNTED TO $.11 PER SHARE.
5. TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN. (SEE NOTE 6 OF NOTES TO FINANCIAL
STATEMENTS.)
6. THE RATIOS OF EXPENSES TO AVERAGE NET ASSETS, EXPENSES TO AVERAGE NET
ASSETS BEFORE EXPENSE REDUCTIONS, AND NET INVESTMENT INCOME TO AVERAGE NET
ASSETS HAVE BEEN CHANGED FROM AMOUNTS PREVIOUSLY REPORTED WHICH WERE .77%,
.79% AND .92%, RESPECTIVELY. IN NOTE 4 OF NOTES TO FINANCIAL STATEMENTS,
THE MANAGEMENT FEE EQUIVALENT RATE WAS CHANGED TO .72%, FROM THE .52%
PREVIOUSLY REPORTED.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1994
 
 
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.
Effective November 1, 1993, the fund adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts, disposition
of foreign currencies, currency gains and losses realized between the trade
and settlement dates on securities transactions, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. Further, as permitted under the SOP, the effects of
changes in foreign currency exchange rates on investments in securities are
not segregated in the Statement of Operations from the effects of changes
in market prices of those securities, but are included with the net
realized and unrealized gain or loss on investment in securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
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,  which are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Investment income
is recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. 
Distributions are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency transactions, non-taxable dividends, and losses deferred
due to wash sales. The fund also utilized earnings and profits distributed
to shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect net investment income per share.  Undistributed net investment
income may include temporary book and tax basis differences which will
reverse in a subsequent period.  Distributions in excess of net investment
income may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable  income or gain remaining at
fiscal year end is distributed in the following year.
CHANGE IN ACCOUNTING FOR 
DISTRIBUTIONS TO SHAREHOLDERS. Effective November 1, 1993, the fund adopted
Statement of Position 93-2: Determination, Disclosure, and Financial
Statement Presentation of Income, Capital Gain, and Return of Capital
Distributions by Investment Companies. As a result, the fund changed the
classification of distributions to shareholders to better disclose the
differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, amounts
as of the beginning of the fiscal year have been reclassified to reflect an
increase  in paid in capital of $52,313,000, a decrease in undistributed
net investment  income of $18,168,000 and a decrease in accumulated net
realized gain on investments of $34,145,000.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY 
CONTRACTS. The fund may enter into forward foreign currency contracts.
These contracts involve market risk in excess of the amount reflected in
the fund's Statement of Assets and Liabilities. 
2. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
FORWARD FOREIGN CURRENCY 
CONTRACTS - CONTINUED
The face or contract amount in U.S. dollars, as reflected in the schedule
of investments under the caption "Forward Foreign Currency Contracts,"
reflects the total exposure the fund has in that particular currency
contract.  
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Losses may arise due to changes in the value of the foreign currency or if
the counterparty does not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible for
determining that the value of these underlying securities remains at least
equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of FMR, may transfer uninvested cash balances into one
or more joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
3. PURCHASES AND SALES 
OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $4,806,881,000  and $2,488,245,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2850% to .5200% for the period November 1, 1993 to July
31, 1994; and .2700% to .5200% for the period August 1, 1994 to October 31,
1994.  In the event that these rates were lower than the contractual rates
in effect during those periods, FMR voluntarily implemented the above
rates, as they resulted in the same or a lower management fee. The annual
individual fund fee rate was .35% for the period November 1, 1993 to July
31, 1994 and .30% for the period August 1, 1994 to October 31, 1994.  
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
The basic fee is subject to a performance adjustment (up to a maximum of
(plus/minus) .20%) based on the fund's investment performance as compared
to the appropriate index over a specified period of time. For the period,
the management fee was equivalent to an annual rate of .72% of average net
assets 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.
FSC receives fees based on the type, size, number of accounts and the
number of transactions made by shareholders. FSC pays for typesetting,
printing and mailing of all shareholder reports, except proxy statements.
ACCOUNTING FEE. Fidelity Service Co. (FSC), an affiliate of FMR, maintains
the fund's accounting records.  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
$2,503,000 for the period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $11,414,000 and $4,524,000,
respectively. The weighted average interest rate was 4.11%.
6. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$594,000 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 PURCHASE SALES DIVIDEND MARKET
 COST COST INCOME VALUE
AFFILIATE
LSI Lighting Systems, Inc.  $ - $ 44 $ - $ -
Pittston Co. Minerals Group   -  2,150  72  -
New England Business Services,Inc.   134  -  -  14,679
Westpoint Stevens, Inc. Class A (a)   1,410  -  -  29,087
TOTALS  $ 1,544 $ 2,194 $ 72 $ 43,766
(a) non-income
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Capital Trust and the Shareholders of 
Fidelity Value Fund:
We have audited the accompanying statement  of assets and liabilities of  
Fidelity Capital Trust: Fidelity Value Fund, including the schedule of
portfolio investments, as of October 31, 1994, and the related statement of
operations for the year then ended, the statement  of changes in net assets
for each of the two years in the period then ended and the financial
highlights for each of the five  years in the period then ended. These
financial statements and financial highlights are the responsibility of the
fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance  about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1994 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used 
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of  Fidelity Capital Trust: Fidelity Value Fund as of October 31, 1994, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended ,
in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 6,1994
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Value Fund voted to pay on December  5,
1994, to shareholders of record at the opening of business on December  2,
1994, a distribution of $2.28 derived from capital gains realized from
sales of portfolio securities and a dividend of $.17 from net investment
income.
18% of the dividends distributed during the fiscal year qualifies for the
dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January 1995 of the applicable
percentage for use in preparing 1994 income tax returns.
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
1 West Pennsylvania Ave.
Towson, MD
7401 Wisconsin Avenue
Bethesda, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
4611 Sharon Road
Charlotte, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
215 South State Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
 
TO WRITE FIDELITY
 
 
If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
 
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
Jeffrey Ubben, Vice President
Arthur S. Loring, Secretary
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Robert H. Morrison, Manager,
 Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Fidelity Fifty
Growth Company Fund
Low-Priced Stock Fund
Magellan(Registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(Trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
(registered trademark)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



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