FIDELITY CAPITAL TRUST, N-30D, 1996-06-12

FIDELITY CAPITAL TRUST
N-30D, 1996-06-12

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(2_FIDELITY_LOGOS)FIDELITY

CAPITAL APPRECIATION
FUND
SEMIANNUAL REPORT
APRIL 30, 1996
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,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
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 stocks have managed to post solid returns through the first four
months of 1996, signs of strength in the economy have led to inflation
fears, causing some uncertainty in bond markets so far this year. In 1995,
both stock and bond markets posted strong results, while the year before,
stocks posted below-average returns and bonds had one of the worst years in
history.
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. 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 change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. A fund's total
return 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 securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1996 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

Capital Appreciation 8.98% 16.90% 91.26% 269.36%

Capital Appreciation (incl. 3% sales 5.71% 13.39% 85.52% 258.27%
charge)

S&P 500(registered trademark) 13.76% 30.21% 100.72% 253.31%

Capital Appreciation Funds Average 15.65% 32.69% 109.85% 219.61%

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 500 Index - 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 capital appreciation funds average,
which reflects the performance of 187 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, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Capital Appreciation 16.90% 13.85% 14.85%

Capital Appreciation (incl. 3% sales charge) 13.39% 13.16% 14.48%

S&P 500 30.21% 14.95% 14.31%

Capital Appreciation Funds Average 32.69% 15.41% 12.24%

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19960430 19960522 150442 S00000000000001
Capital Appreciation SP Standard & Poor 500
00307 SP001
1986/11/26 9700.00 10000.00
1986/11/30 9544.80 10046.93
1986/12/31 9244.10 9790.74
1987/01/31 10805.80 11109.55
1987/02/28 11610.90 11548.38
1987/03/31 12163.80 11882.13
1987/04/30 12280.20 11776.38
1987/05/31 12338.40 11878.83
1987/06/30 12852.50 12478.71
1987/07/31 14501.50 13111.38
1987/08/31 14278.40 13600.44
1987/09/30 14520.90 13302.59
1987/10/31 10543.90 10437.21
1987/11/30 10505.10 9577.18
1987/12/31 11024.66 10306.01
1988/01/31 11498.05 10739.89
1988/02/29 12507.95 11240.37
1988/03/31 12928.73 10893.04
1988/04/30 13360.04 11013.95
1988/05/31 13496.80 11109.78
1988/06/30 14233.18 11619.71
1988/07/31 14170.06 11575.56
1988/08/31 14012.26 11181.99
1988/09/30 14548.77 11658.34
1988/10/31 14895.92 11982.44
1988/11/30 14738.13 11811.10
1988/12/31 15171.97 12017.79
1989/01/31 15915.17 12897.49
1989/02/28 15745.30 12576.34
1989/03/31 16244.30 12869.37
1989/04/30 16998.39 13537.29
1989/05/31 17646.86 14085.55
1989/06/30 18050.83 14005.27
1989/07/31 19220.20 15269.94
1989/08/31 19294.61 15569.23
1989/09/30 19231.24 15505.40
1989/10/31 18432.60 15145.67
1989/11/30 18805.30 15454.65
1989/12/31 19254.57 15825.56
1990/01/31 18374.62 14763.66
1990/02/28 18617.77 14954.11
1990/03/31 18756.70 15350.40
1990/04/30 18096.75 14966.64
1990/05/31 19057.74 16425.88
1990/06/30 18884.07 16314.19
1990/07/31 18525.14 16261.98
1990/08/31 16591.58 14791.90
1990/09/30 15375.87 14071.53
1990/10/31 14878.00 14011.03
1990/11/30 15653.74 14916.14
1990/12/31 16234.17 15332.30
1991/01/31 16914.50 16000.79
1991/02/28 18228.25 17144.84
1991/03/31 18662.26 17559.75
1991/04/30 18732.64 17601.89
1991/05/31 18978.97 18362.29
1991/06/30 18415.93 17521.30
1991/07/31 19119.72 18337.79
1991/08/31 19107.99 18772.40
1991/09/30 18521.50 18458.90
1991/10/31 18157.87 18706.25
1991/11/30 17078.72 17952.39
1991/12/31 17856.62 20006.14
1992/01/31 18898.50 19634.03
1992/02/29 19679.91 19889.27
1992/03/31 19636.50 19501.43
1992/04/30 20200.85 20074.77
1992/05/31 20446.85 20173.14
1992/06/30 20432.38 19872.56
1992/07/31 20533.67 20685.34
1992/08/31 19708.85 20261.30
1992/09/30 19737.79 20500.38
1992/10/31 19853.56 20572.13
1992/11/30 20070.61 21273.64
1992/12/31 20779.52 21535.31
1993/01/31 21361.41 21716.20
1993/02/28 21820.88 22011.54
1993/03/31 23049.36 22475.99
1993/04/30 24154.99 21932.07
1993/05/31 24799.94 22519.85
1993/06/30 24876.72 22585.15
1993/07/31 25414.18 22494.81
1993/08/31 25752.01 23347.37
1993/09/30 25153.13 23167.59
1993/10/31 26627.31 23647.16
1993/11/30 26535.17 23422.51
1993/12/31 27722.80 23705.93
1994/01/31 29230.18 24511.93
1994/02/28 28601.27 23847.65
1994/03/31 27411.64 22807.90
1994/04/30 27579.19 23099.84
1994/05/31 27797.01 23478.67
1994/06/30 26875.47 22903.45
1994/07/31 27461.91 23654.68
1994/08/31 28551.00 24624.52
1994/09/30 28651.53 24021.22
1994/10/31 28483.98 24561.70
1994/11/30 28668.29 23667.16
1994/12/31 28421.43 24018.15
1995/01/31 29275.37 24640.94
1995/02/28 29813.73 25601.19
1995/03/31 29813.73 26356.68
1995/04/30 30649.11 27132.89
1995/05/31 30797.62 28217.39
1995/06/30 31503.05 28872.88
1995/07/31 33006.73 29830.30
1995/08/31 33990.62 29905.18
1995/09/30 34399.03 31167.18
1995/10/31 32876.78 31055.91
1995/11/30 33396.57 32419.26
1995/12/31 33755.50 33043.66
1996/01/31 35304.47 34168.47
1996/02/29 35163.65 34485.21
1996/03/31 35244.12 34817.30
1996/04/30 35827.50 35330.51
IMATRL PRASUN SHR__CHT 19960430 19960522 150446 R00000000000117

$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, 1996,
the value of your investment would have grown to $35,827 - a 258.27%
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 $35,331 - a 253.31% 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

NOTE TO SHAREHOLDERS: On March 26, 1996, Harry Lange became portfolio
manager of the fund. The following is an interview with Thomas Sweeney
(left photo), who managed the fund during much of the period, followed by
remarks from Harry Lange regarding changes in the fund, his investment
style and his outlook.
Q. TOM, HOW DID THE FUND PERFORM?
T.S. For the six months ended April 30, 1996, the fund had a total return
of 8.98%, trailing the 15.65% return posted by the capital appreciation
funds average tracked by Lipper Analytical Services. For the 12 months
ended April 30, 1996, the fund had a total return of 16.90%, while the
capital appreciation funds average had a total return of 32.69%.
Q. WHY DID THE FUND TRAIL ITS PEERS OVER THE PAST SIX MONTHS?
T.S. There were a few reasons. First, the strong performance of the major
market averages such as the Standard & Poor's 500 Index over the five
months I managed the fund was driven mainly by stocks of large-sized
companies. While small- and mid-sized company stocks have posted better
returns more recently, I believe the fund's relative underperformance
resulted from its orientation toward smaller stocks during my five months
on the fund. Second, the investments I had made in the electric utility
sector hurt relative performance. These stocks tend to move up and down
with the bond market. The bond market went through a difficult stretch
starting at the end of February, and the fund's electric utility stocks
suffered. Finally, the fund had a substantial stake in foreign investments
while I was managing the fund. Because the U.S. stock market was one of the
best performing markets in the world in 1995 and the beginning of 1996, any
foreign exposure hurt, on a relative basis.
Q. HAD YOU MADE ANY SIGNIFICANT SHIFTS IN STRATEGY DURING THE PERIOD BEFORE
YOU TURNED THE FUND OVER TO HARRY?
T.S. No, except that I had decreased the fund's foreign holdings a bit due
to my sale of a couple of overseas investments that the fund held for
several years and that turned in good performances. Those were Lonrho and
Brierley Investments. Lonrho, a holding company based in the United
Kingdom, benefited from a change of management and the sale of some assets.
Brierley Investments, one of the largest companies in New Zealand, saw
improvements in its hotel chain investments, and was helped by the strength
of New Zealand's currency. Cytec Industries, a chemical company the fund
still owned at the end of the period, also helped the fund, propelled by
solid management that helped increase earnings growth.
Q. TURNING TO YOU, HARRY, WHAT CHANGES HAVE YOU MADE SINCE TAKING OVER THE
FUND?
H.L. I think it's important to start by pointing out that Tom and I pursue
two different strategies to achieve the same goal of capital appreciation.
While Tom focused on finding undervalued stocks or industries, I am a
growth investor, looking for companies with potential revenue and earnings
growth. In addition, I'm aiming to keep the fund diversified among major
industry groups within the United States. That being said, you'll notice
that most of the top 10 investments are new to the fund, and that I've
markedly reduced the fund's foreign investments.
Q. YOU'VE INCREASED THE FUND'S INVESTMENTS IN TECHNOLOGY TO WHERE THEY WERE
22.1% OF INVESTMENTS AT THE END OF THE PERIOD. WHAT WAS THE APPEAL THERE?
H.L. I didn't increase the fund's holdings in technology because of a
predilection toward that sector, but because the sector offered fertile
ground as I was looking for companies which have the potential for earnings
growth. Strong performance in this sector in 1995 and thus far in 1996 has
been driven by growth in spending on technology both by business and
consumers. It is one of the highest growth sectors of the world economy,
offering many opportunities. At the same time, I've increased investment in
other sectors that offered solid earnings growth, such as media and
leisure, retail and health. Retail has been out of favor in the market,
mainly because of overcapacity, or too many stores. I've added investments
to the fund's retail stake for three reasons. First, the industry is
consolidating, resulting in a reduction of excess store capacity. Second,
it appears positive economic strength and increased disposable income for
consumers could help sales. Finally, some retail concepts have worked well
despite the generally negative retail backdrop, and these are among the
opportunities I've been looking for.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
H.L. It's fairly mixed. We could see some companies encounter earnings
disappointments as a result of higher interest rates. At the same time,
higher interest rates probably would come on the heels of the kind of
economic strength that has helped propel the stocks of small- and
medium-sized companies. While the market rally has expanded in breadth to
include these stocks, the larger-company stocks - such as those found in
the S&P 500 - may not turn in the same kind of market-leading performance
they provided in 1995 and at the beginning of 1996. Looking at my
management style, I'd like to point out that I'm trying to beat the market
by a little bit every day with a broadly-based, diversified, mainly
domestic fund. I tend to not make big sector bets; instead I'm looking for
the best companies in each sector. I also tend to make relatively small
investments in each company. By doing so, I hope to take out some of the
risk that wild swings in one stock might adversely affect the fund.

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, 1996,
more than $1.6 billion
MANAGER: Harry Lange,
since March 1996; manager,
Fidelity Select Computers
Portfolio, 1992-March 1996;
Fidelity Select Technology
Portfolio, 1993-March 1996;
Fidelity Select Electronics
Portfolio, 1993-1995; research
director, Fidelity Investments
Far East, 1988-1992;
manager, Fidelity Select
Capital Goods Portfolio and
Fidelity Select Automation
and Machinery Portfolio,
1988; joined Fidelity in 1987
(checkmark)
HARRY LANGE ON HIS INVESTMENT
APPROACH:
"In picking stocks, I look for
companies that are growing
faster than their peers or
faster than their industries. It
helps if the industry is growing
fast as well, but it's not a
requirement. High revenue
growth allows a company to
achieve faster earnings
growth. It's a tougher battle
for a company to achieve
earnings growth through cost
cutting when it doesn't have
strong revenue growth.
"Companies go through
cycles when they hit a `sweet
spot,' and start growing
rapidly. Many companies
experience three to five years
of doing well. I like to own
stocks during that period.
That's because when a
company is doing well it has
an easier time attracting top
employees, signing on with
the best joint venture partners
and developing momentum
that feeds on itself. Stocks
and companies do well for
longer than people think. I find
that the odds favor the
company that is currently
doing well, and I tend to stick
with stocks of companies that
are in that stage. When I buy
a stock, I tend to stick with it
for a year or two, unless it
falters and falls out of that
`sweet spot.' "
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGERS' VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

American Express Co. 2.6 0.0

Adaptec, Inc. 2.3 0.0

SCI Systems, Inc. 2.2 0.0

Lehman Brothers Holdings, Inc. 1.8 3.9

General Electric Co. 1.8 0.0

Federal Home Loan Mortgage 1.6 0.0
Corp.

Microsoft Corp. 1.5 0.0

Centerior Energy Corp. 1.5 6.0

Bergen Brunswig Corp. Class A 1.5 0.0

Seagate Technology 1.3 0.0

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Technology 22.1 0.5

Finance 10.3 10.6

Health 9.4 0.0

Media & Leisure 8.4 0.0

Basic Industries 6.7 12.6

ASSET ALLOCATION
AS OF APRIL 30, 1996* AS OF OCTOBER 31, 1995**
1
Row: 1, Col: 1, Value: 6.0
Row: 1, Col: 2, Value: 2.4
Row: 1, Col: 3, Value: 41.6
Row: 1, Col: 4, Value: 50.0
Row: 1, Col: 1, Value: 7.6
Row: 1, Col: 2, Value: 1.2
Row: 1, Col: 3, Value: 41.2
Row: 1, Col: 4, Value: 50.0
Stocks 92.6%
Bonds 1.4%
Short-term
investments 6.0%
FOREIGN
INVESTMENTS 8.5%
Stocks 92.2%
Bonds 0.2%
Short-term
investments 7.6%
FOREIGN
INVESTMENTS 47.1%
**
*

INVESTMENTS APRIL 30, 1996 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 91.5%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 3.1%
AEROSPACE & DEFENSE - 1.5%
Boeing Co. 80,000 $ 6,570
Harsco Corp. 81,700 5,627
Lockheed Martin Corp. 161,000 12,981
25,178
DEFENSE ELECTRONICS - 0.9%
Raytheon Co. 150,000 7,594
Tracor, Inc. (a) 452,700 8,545
16,139
SHIP BUILDING & REPAIR - 0.7%
General Dynamics Corp. 200,000 12,625
TOTAL AEROSPACE & DEFENSE 53,942
BASIC INDUSTRIES - 5.6%
CHEMICALS & PLASTICS - 1.1%
Cytec Industries, Inc. (a) 194,100 16,086
IMC Fertilizer Group, Inc. 57,200 2,109
Seda Specialty Packaging Corp. 56,000 1,155
19,350
IRON & STEEL - 0.3%
Hexcel Corp. 10,000 126
Mueller Industries, Inc. 100,000 4,025
4,151
METALS & MINING - 3.6%
Aluminum Co. of America 231,700 14,452
Energy Resources of Australia Ltd. 730,437 2,990
Minsur SA Class T (c) 2,752,567 22,266
Paranapanema SA PN (Pfd. Reg.) (non-vtg.) (c)(d) 1,220,100 13,530
Pechiney SA Class A 144,000 6,780
Reynolds Metals Co. 35,000 1,881
61,899
PACKAGING & CONTAINERS - 0.3%
Owens-Illinois, Inc. (a) 361,200 5,734
PAPER & FOREST PRODUCTS - 0.3%
Mercer International, Inc. SBI 240,000 5,430
TOTAL BASIC INDUSTRIES 96,564
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONGLOMERATES - 1.2%
Allied-Signal, Inc. 200,000 $ 11,625
Tyco International Ltd. 5,400 209
United Technologies Corp. 79,000 8,730
20,564
CONSTRUCTION & REAL ESTATE - 5.2%
BUILDING MATERIALS - 1.2%
CalMat Co. 1,077,900 18,729
Centex Construction Products, Inc. 119,000 1,711
20,440
CONSTRUCTION - 0.5%
American Buildings Co. 50,500 1,283
Lennar Corp. 320,000 8,000
9,283
ENGINEERING - 0.0%
MasTec, Inc. 46,900 874
REAL ESTATE - 0.3%
Major Realty Corp. (a)(c) 680,000 1,190
National Health Investors, Inc. 100,000 3,325
4,515
REAL ESTATE INVESTMENT TRUSTS - 3.2%
Bay Apartment Communities, Inc. 26,000 653
Duke Realtynordstr Investors, Inc. 184,200 5,457
Equity Residential Properties Trust (SBI) 248,600 8,017
Excel Realty Trust, Inc. 381,800 7,254
Felcor Suite Hotels, Inc. 30,000 874
Highwoods Properties, Inc. 116,800 3,533
LTC Properties, Inc. 875,800 13,465
Patriot American Hospitality, Inc. 29,200 814
Public Storage, Inc. 285,300 5,849
RFS Hotel Investors, Inc. 469,100 8,092
Starwood Lodging Trust combined certificate (SBI) 56,000 1,855
55,863
TOTAL CONSTRUCTION & REAL ESTATE 90,975
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 3.5%
AUTOS, TIRES, & ACCESSORIES - 0.9%
Gentex Corp. (a) 16,300 $ 644
Lear Seating Corp. 300,000 9,900
Magna International, Inc. Class A 20,300 936
Masland Corp. 59,100 1,204
Standard Products Co. 47,600 1,208
Wynn's International, Inc. 85,700 2,325
16,217
CONSUMER DURABLES - 0.6%
Libbey, Inc. 445,600 10,360
CONSUMER ELECTRONICS - 1.0%
Harman International Industries, Inc. 128,600 6,076
Maytag Co. 500,000 10,750
16,826
HOME FURNISHINGS - 0.5%
Ethan Allen Interiors, Inc. 300,000 7,800
Furniture Brands International, Inc. (a) 199,000 1,965
9,765
TEXTILES & APPAREL - 0.5%
Donnkenny, Inc. 370,000 7,354
Fruit of the Loom, Inc. Class A (a) 39,700 1,047
8,401
TOTAL DURABLES 61,569
ENERGY - 4.3%
ENERGY SERVICES - 0.7%
Smedvig AS 470,000 11,546
OIL & GAS - 3.6%
Barrett Resources Corp. (a) 100,000 2,775
Belco Oil & Gas Corp. (a) 2,000 58
Chevron Corp. 100,000 5,800
Flores & Rucks, Inc. (a) 100,000 2,088
Forcenergy Gas Exploration, Inc. (a) 442,500 6,195
HS Resources, Inc. (a)(c) 776,100 10,186
Pogo Producing Co. 365,900 13,218
Saga Petroleum AS Class B 575,000 7,784
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Swift Energy Co. (a) 400,000 $ 6,200
Texaco, Inc. 100,000 8,400
62,704
TOTAL ENERGY 74,250
FINANCE - 10.3%
BANKS - 0.0%
Fleet Financial Group, Inc. 13,900 598
CREDIT & OTHER FINANCE - 2.6%
American Express Co. 925,000 44,862
FEDERAL SPONSORED CREDIT - 2.6%
Federal Home Loan Mortgage Corp. 335,000 27,931
Federal National Mortgage Association 561,000 17,181
45,112
INSURANCE - 2.2%
Abtrust Lloyds Insurance Trust PLC 500,000 641
Acceptance Insurance Co., Inc. (a) 500,000 7,812
Angerstein Underwriting Trust PLC (warrants) (a) 250,000 98
CLM Insurance Fund PLC (c) 7,140,000 11,784
Ockham Holdings PLC (c) 3,954,600 3,279
UNUM Corp. 250,000 14,875
38,489
SECURITIES INDUSTRY - 2.9%
Lehman Brothers Holdings, Inc. 1,240,200 31,470
Merrill Lynch & Co., Inc. 300,000 18,113
49,583
TOTAL FINANCE 178,644
HEALTH - 9.4%
DRUGS & PHARMACEUTICALS - 3.6%
Allergan, Inc. 400,000 14,150
Amgen, Inc. (a) 100,000 5,750
Pharmacia & Upjohn, Inc. 86,500 3,309
Pfizer, Inc. 200,000 13,775
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Schering-Plough Corp. 203,300 $ 11,664
Watson Pharmaceuticals, Inc. (a) 200,000 9,500
Yamanouchi Pharmaceutical Co. Ltd. 200,000 4,717
62,865
MEDICAL EQUIPMENT & SUPPLIES - 3.1%
Bergen Brunswig Corp. Class A 941,400 25,653
Boston Scientific Corp. (a) 100,000 4,312
Cooper Companies, Inc. (a) 459,900 5,059
Heartstream, Inc. 80,000 1,220
Medtronic, Inc. 50,000 2,656
Merit Medical Systems, Inc. 140,000 1,417
Pall Corp. 200,000 5,600
Research Industries Corp. (a) 20,000 503
St. Jude Medical, Inc. (a) 200,000 7,300
53,720
MEDICAL FACILITIES MANAGEMENT - 2.7%
ARV Assisted Living, Inc. (a) 147,300 2,725
Columbia/HCA Healthcare Corp. 100,000 5,313
Tenet Healthcare Corp. (a) 490,200 10,049
Universal Health Services, Inc. Class B (a) 400,000 22,200
Vencor, Inc. (a) 200,000 6,750
47,037
TOTAL HEALTH 163,622
INDUSTRIAL MACHINERY & EQUIPMENT - 3.5%
ELECTRICAL EQUIPMENT - 1.8%
General Electric Co. 400,000 31,000
INDUSTRIAL MACHINERY & EQUIPMENT - 1.0%
Case Corp. 100,000 5,050
Caterpillar, Inc. 22,900 1,466
Deere & Co. 194,300 7,553
Duriron Co., Inc. 27,500 722
Greenfield Industries, Inc. 62,800 2,386
Hardinge Brothers, Inc. 15,000 446
Ingersoll-Rand Co. 2,600 101
17,724
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - 0.7%
TETRA Technologies, Inc. (a) 590,500 $ 11,662
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 60,386
MEDIA & LEISURE - 8.4%
LEISURE DURABLES & TOYS - 3.0%
Harley Davidson, Inc. 400,000 17,650
Hasbro, Inc. 479,000 17,603
Mattel, Inc. 100,000 2,600
Polaris Industries, Inc. 402,000 14,020
51,873
LODGING & GAMING - 1.5%
ITT Corp. 100,000 6,087
La Quinta Motor Inns, Inc. 200,000 5,850
Mirage Resorts, Inc. (a) 200,000 10,475
Penske Motorsports, Inc. (a) 4,000 121
Trump Hotels & Casino Resorts, Inc. 134,600 4,358
26,891
PUBLISHING - 2.8%
American Greetings Corp. Class A 50,000 1,381
Gibson Greetings, Inc. (a) 100,000 1,413
Knight-Ridder, Inc. 300,000 21,712
New York Times Co. (The) Class A 200,000 6,500
Times Mirror Co. Class A 400,000 17,050
48,056
RESTAURANTS - 1.1%
Applebee's International, Inc. 300,000 7,950
ShowBiz Pizza Time, Inc. (a) 540,000 11,745
19,695
TOTAL MEDIA & LEISURE 146,515
NONDURABLES - 1.3%
FOODS - 1.3%
Kellogg Co. 100,000 7,138
Nabisco Holdings Corp. Class A 500,000 15,312
22,450
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 0.0%
Safeskin Corp. 16,500 $ 483
TOTAL NONDURABLES 22,933
RETAIL & WHOLESALE - 3.4%
APPAREL STORES - 0.6%
Baker (J.), Inc. 280,800 2,703
TJX Companies, Inc. 65,400 1,929
Urban Outfitters, Inc. (a) 195,100 6,511
11,143
GENERAL MERCHANDISE STORES - 0.8%
Wal-Mart Stores, Inc. 600,000 14,325
GROCERY STORES - 1.0%
Chain Store Okuwa Co. Ltd. 154,000 2,519
Performance Food Group Co. 66,200 1,895
Safeway, Inc. 300,000 10,125
York Benimaru Co. 53,500 2,137
16,676
RETAIL & WHOLESALE, MISCELLANEOUS - 1.0%
Fabri-Centers of America, Inc. Class B (non-vtg) (a) 500 5
Gadzooks, Inc. (a) 157,500 7,954
Pier 1 Imports, Inc. 129,800 1,736
Tandy Corp. 31,000 1,608
Tiffany & Co., Inc. 100,000 6,525
17,828
TOTAL RETAIL & WHOLESALE 59,972
SERVICES - 0.3%
ADT Ltd. 222,800 3,788
Craig (Jenny), Inc. 43,300 520
Lazare Kaplan International, Inc. 9,700 99
4,407
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - 20.9%
COMMUNICATIONS EQUIPMENT - 0.6%
Cisco Systems, Inc. (a) 200,000 $ 10,375
COMPUTER SERVICES & SOFTWARE - 7.2%
Alphanet Solutions, Inc. (a)(c) 100,000 1,000
BDM International, Inc. 44,800 2,083
BMC Software, Inc. 60,000 3,652
BancTec, Inc. (a) 1,000,000 20,375
CUC International, Inc. (a) 700,000 23,012
CompUSA, Inc. (a) 126,600 4,384
GMIS, Inc. 300,000 5,175
Microsoft Corp. (a) 230,400 26,093
Netscape Communications Corp. (a) 100,000 6,100
Planning Sciences International PLC sponsored ADR 3,000 48
Softkey International, Inc. (a) 162,700 4,556
Sykes Enterprises, Inc. 500 9
Symantec Corp. 862,000 13,900
Vanstar Corp. (a) 649,200 8,845
Viewlogic Systems, Inc. 400,000 5,500
124,732
COMPUTERS & OFFICE EQUIPMENT - 8.5%
Adaptec, Inc. (a) 700,000 40,250
Boca Research, Inc. (a) 265,000 5,698
Comdisco, Inc. 192,100 4,730
Compaq Computer Corp. (a) 100,000 4,663
EMC Corp. 500,000 10,250
Hutchinson Technology, Inc. 83,500 4,426
SCI Systems, Inc. (a) 909,700 39,003
Seagate Technology (a) 400,000 23,200
Tech Data Corp. (a) 761,100 14,841
147,061
ELECTRONIC INSTRUMENTS - 0.0%
Quad Systems Corp. 121,600 973
ELECTRONICS - 4.6%
Atmel Corp. (a) 500,000 20,000
Corcom, Inc. 11,900 131
Cyrix Corp. (a) 153,100 4,689
Kemet Corp. 650,000 15,519
MEMC Electronic Materials, Inc. 100,000 4,987
S-3, Inc. 154,000 2,175
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Solectron Corp. 32,500 $ 1,446
Storage Technology Corp. 500,000 15,375
Supertex, Inc. 60,000 1,073
Xilinx, Inc. 400,000 14,750
80,145
TOTAL TECHNOLOGY 363,286
TRANSPORTATION - 5.2%
AIR TRANSPORTATION - 1.4%
AMR Corp. (a) 50,000 4,462
America West Airlines, Inc. Class B (a) 509,000 10,689
Delta Air Lines, Inc. 100,000 8,038
Transat AT, Inc. 10,300 134
23,323
RAILROADS - 0.5%
Burlington Northern Santa Fe Corp. 100,000 8,750
CSX Corp. 300 15
8,765
SHIPPING - 2.9%
Argonaut AB (a):
Class A Free shares 1,000,000 1,502
Class B Free shares (c) 5,485,000 8,479
Bergesen Group:
Class A 475,000 8,526
Class B 60,900 1,047
Bona Shipholdings Ltd. (a) 158,800 1,594
Ganger Rolf AS 338,800 8,194
International Shipholding Corp. (c) 365,900 6,769
Nordstr<UNDEF>m & Thulin AB Class B Free shares (c) 6,728,000 14,758
50,869
TRUCKING & FREIGHT - 0.4%
Hunt (J.B.) Transport Services, Inc. 76,100 1,551
M.S. Carriers, Inc. 200,000 3,812
TNT Freightways Corp. 68,700 1,554
6,917
TOTAL TRANSPORTATION 89,874
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - 5.9%
CELLULAR - 0.4%
360 Degrees Communications Co. (a) 300,000 $ 7,050
ELECTRIC UTILITY - 1.9%
Centerior Energy Corp. 3,773,500 25,943
Texas Utilities Co. 161,300 6,492
32,435
TELEPHONE SERVICES - 3.6%
Ameritech Corp. 35,000 2,043
Bell Atlantic Corp. 300,000 19,500
Lucent Technologies, Inc. (a) 356,000 12,504
MCI Communications Corp. 250,000 7,359
SBC Communications, Inc. 38,000 1,900
WorldCom, Inc. (a) 400,000 18,800
62,106
TOTAL UTILITIES 101,591
TOTAL COMMON STOCKS
(Cost $1,496,555) 1,589,094
NONCONVERTIBLE PREFERRED STOCKS - 1.1%
BASIC INDUSTRIES - 1.1%
METALS & MINING - 1.1%
Freeport-McMoran Copper & Gold, Inc.
depositary shares representing
0.025 share pfd (Cost $17,039) 858,600 19,855
CONVERTIBLE BONDS - 1.4%
MOODY'S PRINCIPAL
RATINGS AMOUNT (000S)
TECHNOLOGY - 1.2%
COMPUTERS & OFFICE EQUIPMENT - 1.2%
Unisys Corp. 8 1/4%, 3/15/06 B3 $ 18,700 20,570
CONVERTIBLE BONDS - CONTINUED
MOODY'S PRINCIPAL VALUE (NOTE 1)
RATINGS AMOUNT (B) (000S) (000S)
TRANSPORTATION - 0.2%
SHIPPING - 0.2%
Concordia Maritime AB 7%, 4/30/02 - SEK 1,278 $ 2,770
TOTAL CONVERTIBLE BONDS
(Cost $22,403) 23,340
REPURCHASE AGREEMENTS - 6.0%
MATURITY
AMOUNT
(000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.33%, dated
4/30/96 due 5/1/96 $ 104,859 104,843
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,640,840) $ 1,737,132
CURRENCY ABBREVIATIONS
SEK - Swedish krona
LEGEND
1. Non-income producing
2. Principal amount is stated in United States dollars unless otherwise
noted.
3. Affiliated company (see Note 8 of Notes to Financial Statements).
4. Shares in thousands.
INCOME TAX INFORMATION
At April 30, 1996, the aggregate cost of investment securities for income
tax purposes was $1,641,016,000. Net unrealized appreciation aggregated
$96,116,000 of which $135,708,000 related to appreciated investment
securities and $39,592,000 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, 1996 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 1,737,132
agreements of $104,843) (cost $1,640,840) - See
accompanying schedule

Receivable for investments sold 85,962

Receivable for fund shares sold 5,251

Dividends receivable 3,210

Interest receivable 225

Other receivables 2

TOTAL ASSETS 1,831,782

LIABILITIES

Payable for investments purchased $ 116,638

Payable for fund shares redeemed 7,982

Accrued management fee 573

Other payables and accrued expenses 629

Collateral on securities loaned, at value 13,128

TOTAL LIABILITIES 138,950

NET ASSETS $ 1,692,832

Net Assets consist of:

Paid in capital $ 1,444,597

Undistributed net investment income 8,555

Accumulated undistributed net realized gain (loss) on 143,451
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 96,229
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 95,067 shares outstanding $ 1,692,832

NET ASSET VALUE and redemption price per share $17.81
($1,692,832 (divided by) 95,067 shares)

Maximum offering price per share (100/97.00 of $17.81) $18.36

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)

INVESTMENT INCOME $ 19,007
Dividends (including $4,148 received from affiliated
issuers)

Interest (including income on securities loaned of $66) 3,378

TOTAL INCOME 22,385

EXPENSES

Management fee $ 5,139
Basic fee

Performance adjustment 534

Transfer agent fees 2,122

Accounting and security lending fees 335

Non-interested trustees' compensation 3

Custodian fees and expenses 356

Registration fees 38

Audit 13

Legal 7

Interest 6

Miscellaneous 13

Total expenses before reductions 8,566

Expense reductions (712) 7,854

NET INVESTMENT INCOME 14,531

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

Investment securities (including realized gain (loss) of 147,684
$(59,180) on sales of investments in affiliated
issuers)

Foreign currency transactions (1,182) 146,502

Change in net unrealized appreciation (depreciation) on:

Investment securities (16,459)

Assets and liabilities in foreign currencies (52) (16,511)

NET GAIN (LOSS) 129,991

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 144,522
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED OCTOBER 31,
APRIL 30, 1996 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 14,531 $ 39,326
Net investment income

Net realized gain (loss) 146,502 117,941

Change in net unrealized appreciation (depreciation) (16,511) 85,556

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 144,522 242,823
FROM OPERATIONS

Distributions to shareholders (37,025) (16,152)
From net investment income

From net realized gain (92,564) (138,737)

TOTAL DISTRIBUTIONS (129,589) (154,889)

Share transactions 306,594 711,829
Net proceeds from sales of shares

Reinvestment of distributions 127,054 152,268

Cost of shares redeemed (415,746) (961,510)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 17,902 (97,413)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 32,835 (9,479)

NET ASSETS

Beginning of period 1,659,997 1,669,476

End of period (including undistributed net investment $ 1,692,832 $ 1,659,997
income of $8,555 and $34,952, respectively)

OTHER INFORMATION
Shares

Sold 17,574 43,318

Issued in reinvestment of distributions 7,590 10,084

Redeemed (23,844) (57,882)

Net increase (decrease) 1,320 (4,480)

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED OCTOBER 31,
ENDED APRIL 30,
1996

(UNAUDITED) 1995 1994 D 1993 1992 1991

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

Net asset value, $ 17.71 $ 17.00 $ 17.34 $ 13.72 $ 15.48 $ 12.85
beginning of period

Income from
Investment
Operations

Net investment .16 .36 .17 .14 .26 .85 F
income

Net realized and 1.34 1.98 1.00 4.30 .73 1.96
unrealized gain
(loss)

Total from investment 1.50 2.34 1.17 4.44 .99 2.81
operations

Less Distributions (.40) (.17) (.10) (.18) (.62) (.17)
From net investment
income

From net realized (1.00) (1.46) (1.41) (.64) (2.13) (.01)
gain

Total distributions (1.40) (1.63) (1.51) (.82) (2.75) (.18)

Net asset value, end $ 17.81 $ 17.71 $ 17.00 $ 17.34 $ 13.72 $ 15.48
of period

TOTAL RETURN B, C 8.98% 15.42% 6.97% 34.12% 9.34% 22.05%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 1,693 $ 1,660 $ 1,669 $ 1,291 $ 1,009 $ 1,110
period (in millions)

Ratio of expenses to 1.03% A 1.09% 1.19% .87% .71% .83%
average net assets

Ratio of expenses to .94% A, 1.06% 1.17% .86% .71% .83%
average net assets G G G G
after expense
reductions

Ratio of net investment 1.75% A 2.31% 1.22% .93% 1.63% 3.87%
in-
come to average net
assets

Portfolio turnover rate 250% A 87% 124% 120% 99% 72%

Average commission $ .0059
rate E

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 7 OF NOTES TO FINANCIAL
STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
E FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
F INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH AMOUNTED TO
$0.43 PER SHARE.
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 7 OF
NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1996 (Unaudited)

1. 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 financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. 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 substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. 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 litigation
proceeds, foreign currency transactions, passive foreign investment
companies (PFIC), 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. 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 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
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
collateralized by U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,938,234,000 and $1,975,445,000, 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 .2500% 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 .68% 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 a 1% deferred sales charge upon redemption.
For the period, FDC received sales charges and deferred sales charges of
$304,000 and $186,000, respectively, on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives 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. For the
period, the transfer agent fees were equivalent to an annualized rate of
.26% of average net assets.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
ACCOUNTING AND SECURITY LENDING FEES. FSC 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 $1,065,000 for the period.
5. 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 $12,634,000 and
$13,128,000, respectively.
6. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the period for
which loans were outstanding amounted to $12,247,000 and $9,602,000
respectively. The weighted average interest rate was 5.75%.
7. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$694,000 under this arrangement.
In addition, the fund has entered into an arrangement with its transfer
agent whereby interest earned on uninvested cash balances was used to
offset a portion of the fund's expenses. During the period, the fund's
transfer agent fees were reduced by $18,000.
8. 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 during the period 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 $ - $ 3,166 $ 61 $ -
Acceptance Insurance Co., Inc. - 14,490 - -
Alphanet Solutions, Inc. 1,050 - - 1,000
Angerstein Underwriting Trust PLC - 11,015 149 -
Archer (AJ) Holdings PLC 904 1,696 26 -
Argonaut AB Class B Free shares - 7,442 - 8,479
Atlantic Container Lines AB 30 5,808 - -
Bergesen Group Class A 9,011 40,452 - -
Bonheur AS 1,143 11,089 - -
BT Shipping Ltd. ADR - 8,957 - -
CalMat Co. 10,879 22,572 375 -
Centerior Energy Corp. 11,895 62,147 2,080 -
CLM Insurance Fund PLC - 2,108 - 11,785
Coeur d'Alene Mines Corp. - 6,830 - -
Concordia Maritime AB
Class B Free shares - 5,320 - -
Cytec Industries, Inc. - 6,209 - -
Dual Drilling Co. 144 2,372 - -
Finsbury Underwriting Investment
Trust PLC - 2,446 22 -
First Olsen Tankers Ltd. - 19,569 - -
Frontline 1,898 6,318 - -
Ganger Rolf AS 312 7,587 - -
Genlyte Group, Inc. - 8,367 - -
Hancock Fabrics, Inc. - 20,916 171 -
HCG Lloyds Investment Trust PLC - 7,856 158 -
House of Fabrics, Inc. - 87 - -
HS Resources 5,752 4,337 37 10,186
ICB Shipping Class B - 25,726 - -
International Shipholding Corp. - 3,623 - 6,769
Lonrho Ltd. Ord. - 9,256 746 -
Major Realty Corp. - - - 1,190
Masthead Insurance Underwriting PLC - 3,645 90 -
Matheson Lloyds Investment Trust PLC - 3,128 27 -
Maxco, Inc. - 1,213 - -
Medar, Inc. - 1,476 - -
Minsur SA Class T - 21,531 - 22,266
New London Capital PLC - 8,964 - -
Nordstr<UNDEF>m & Thulin AB
Class B Free shares 1,419 3,669 - 14,758
Ockham Holdings PLC - 1,331 - 3,279
Paranapanema SA PN 46 16,246 - 13,530
Smedvig AS - 2,836 - -
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
DOLLAR AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
South Crofty Holdings Ltd. $ - $ - $ - $ -
Syndicate Capital Trust PLC - 4,550 38 -
Teekay Shipping Corp. - - 168 -
War Eagle Mining, Inc. 240 2,533 - -
TOTALS $ 44,723 $ 398,883 $ 4,148 $ 93,242
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(2_FIDELITY_LOGOS)FIDELITY

DISCIPLINED EQUITY
FUND
SEMIANNUAL REPORT
APRIL 30, 1996
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 20 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 24 Notes to the financial statements.

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. A
fund's total return 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 securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1996 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

Disciplined Equity 5.90% 25.26% 108.07% 236.23%

S&P 500(registered trademark) 13.76% 30.21% 100.72% 195.04%

Growth Funds Average 13.12% 29.81% 95.92% 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 500 Index - 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 growth funds average, which reflects
the performance of 641 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, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Disciplined Equity 25.26% 15.78% 17.95%

S&P 500 30.21% 14.95% 15.87%

Growth Funds Average 29.81% 14.10% 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. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking the arithmetic
average. This may produce a slightly different figure than that obtained by
averaging the cumulative total returns and annualizing the result.)
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19960430 19960520 102225 S00000000000001
Disciplined Equity SP Standard & Poor 500
00315 SP001
1988/12/28 10000.00 10000.00
1988/12/31 10110.00 10035.74
1989/01/31 10980.00 10770.35
1989/02/28 10970.00 10502.17
1989/03/31 11330.00 10746.87
1989/04/30 11920.00 11304.64
1989/05/31 12360.00 11762.47
1989/06/30 12150.00 11695.43
1989/07/31 13130.00 12751.52
1989/08/31 13610.00 13001.45
1989/09/30 13680.00 12948.15
1989/10/31 13250.00 12647.75
1989/11/30 13440.00 12905.76
1989/12/31 13784.10 13215.50
1990/01/31 12825.74 12328.74
1990/02/28 13131.60 12487.78
1990/03/31 13661.76 12818.71
1990/04/30 13274.34 12498.24
1990/05/31 14497.78 13716.82
1990/06/30 14650.71 13623.55
1990/07/31 14599.73 13579.95
1990/08/31 13182.58 12352.32
1990/09/30 12428.12 11750.77
1990/10/31 12254.80 11700.24
1990/11/30 13233.55 12456.07
1990/12/31 13676.69 12803.60
1991/01/31 14479.98 13361.83
1991/02/28 15637.96 14317.20
1991/03/31 16013.52 14663.68
1991/04/30 16159.57 14698.87
1991/05/31 16785.50 15333.87
1991/06/30 15909.20 14631.57
1991/07/31 16702.05 15313.41
1991/08/31 17098.47 15676.33
1991/09/30 17035.88 15414.54
1991/10/31 17463.60 15621.09
1991/11/30 16806.37 14991.56
1991/12/31 18603.46 16706.60
1992/01/31 18983.82 16395.86
1992/02/29 19444.88 16609.00
1992/03/31 19202.82 16285.13
1992/04/30 19444.88 16763.91
1992/05/31 19479.46 16846.05
1992/06/30 19283.51 16595.05
1992/07/31 20205.61 17273.78
1992/08/31 19721.51 16919.67
1992/09/30 19848.30 17119.32
1992/10/31 19905.93 17179.24
1992/11/30 20620.56 17765.05
1992/12/31 21063.98 17983.56
1993/01/31 21471.19 18134.62
1993/02/28 21335.45 18381.26
1993/03/31 21989.46 18769.10
1993/04/30 21261.41 18314.89
1993/05/31 21915.42 18805.73
1993/06/30 22310.29 18860.26
1993/07/31 22199.24 18784.82
1993/08/31 23211.10 19496.77
1993/09/30 23939.14 19346.64
1993/10/31 24037.86 19747.12
1993/11/30 23297.48 19559.52
1993/12/31 23999.42 19796.19
1994/01/31 25174.30 20469.26
1994/02/28 24870.68 19914.54
1994/03/31 23629.79 19046.27
1994/04/30 24329.44 19290.06
1994/05/31 24184.23 19606.42
1994/06/30 23497.78 19126.06
1994/07/31 24078.62 19753.40
1994/08/31 25306.31 20563.29
1994/09/30 24580.26 20059.48
1994/10/31 25002.69 20510.82
1994/11/30 24250.23 19763.82
1994/12/31 24721.07 20056.92
1995/01/31 24335.23 20576.99
1995/02/28 25534.08 21378.88
1995/03/31 26167.95 22009.77
1995/04/30 26843.16 22657.96
1995/05/31 27669.96 23563.59
1995/06/30 28910.14 24110.98
1995/07/31 30660.18 24910.50
1995/08/31 30770.42 24973.02
1995/09/30 32024.39 26026.88
1995/10/31 31748.79 25933.97
1995/11/30 32217.31 27072.47
1995/12/31 31892.82 27593.88
1996/01/31 32449.09 28533.18
1996/02/29 32804.48 28797.68
1996/03/31 32959.00 29075.00
1996/04/30 33623.44 29503.57
IMATRL PRASUN SHR__CHT 19960430 19960520 102229 R00000000000092

$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, 1996, the value of your investment would have
grown to $33,623 - a 236.23% 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
$29,504 - a 195.04% 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 DID THE FUND PERFORM, BRAD?
A. For the six- and 12-month periods ended April 30, 1996, the fund
returned 5.90% and 25.26%, respectively. The growth funds average returned
13.12% for six months, and 29.81% for the 12-month period, according to
Lipper Analytical Services. Most of the shortfall occurred in December and
January.
Q. WHY DID THE FUND TRAIL ITS PEERS?
A. The fund was hurt by a variant of an investment strategy I have used for
several years known as the "January Effect." Historical data indicates that
stocks that have underperformed year-to-date through mid-December - but
have business prospects that have begun to stabilize - usually beat the
market during the four weeks between mid-December and mid-January. The
January Effect benefited the fund in the early 1990s; unfortunately the
strategy didn't work during the December 1995 to January 1996 period. It
was a tough market in which some stocks - especially technology - did not
perform as I had anticipated. The fund's returns were definitely hurt by
the lack of a January Effect in early 1996. Disciplined Equity returned
0.72% in December and January compared to 5.40% for the S&P 500.
Q. HOW DID THE FUND'S OVERALL INVESTMENT STRATEGY WORK?
A. Despite the failure of the January Effect strategy, the underlying stock
selection models that the fund normally uses - the real bread and butter of
this fund - worked very well. As technology improves, more data becomes
available for analysis and better systems are developed to process that
data. With better information available, it's likely that I can discover
more complex relationships among factors and use them to better manage the
fund.
Q. HAVE YOU MADE ANY CHANGES TO THE FUND'S QUANTITATIVE STOCK SELECTION
MODELS DURING THE PAST SIX MONTHS?
A. I'm always fine-tuning the fund's models. During the past six months,
I've been improving the models that help me forecast revenues and earnings
more accurately. I'm working on developing more powerful variables that I
think could be a much better predictor of stock price - or whatever I
happen to be concentrating on. The revenue growth forecaster is in place,
and I've begun testing the earnings variable with historical data. Stay
tuned.
Q. THE FUND'S HOLDINGS IN FINANCIAL STOCKS HAVE INCREASED. WHAT'S YOUR
STRATEGY?
A. The fund's holdings in financial stocks increased from 17.4% six months
ago to 27.3% as of April 30, 1996. The economy wasn't terribly strong, so
financial services were performing better than cyclical stocks, which tend
to rise and fall with the economy. Therefore, I slightly overweighted the
fund in financial stocks, and they were better performers. Also, bear in
mind that the financial sector includes three types of insurance stocks,
regional and money center banks, savings and loans, brokerage stocks and
miscellaneous financial services. Thus, what may appear to be a large
weighting in one sector is simply the sum of several smaller positive
industry allocations.
Q. DOES THIS MEAN THAT THE FUND NO LONGER MIRRORS THE STANDARD & POOR'S 500
INDEX?
A. Disciplined Equity's industry weightings have never exactly tracked the
S&P 500. The goal is to quantitatively construct a portfolio made up of
undervalued stocks that have a similar industry diversification as the S&P
500 Index. Indeed, the weighting of the portfolio's positions in technology
and energy are quite close to those of the S&P 500.
Q. WHY DID YOU CUT BACK THE FUND'S HEALTH CARE HOLDINGS?
A. At about 8.6% of investments, the fund was underweighted in health care
stocks versus the overall market at the end of the period. I cut back on
many drug stocks that reached aggressive price/earnings multiples and
decided to invest the money elsewhere. The fund's fairly large holding in
Johnson & Johnson was a cost-effective way of helping to maintain exposure
to the health care industry.
Q. WHERE ELSE DID YOU FIND OPPORTUNITIES DURING THE PERIOD?
A. I added Chrysler to the fund's investments. It improved its market share
and was reasonably priced. Texaco is another example. The fund owned it
because its earnings estimates were increasing and its earnings growth
prospects were reasonable.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. I expect to see below-average returns for the market during the next six
months. At the end of April, it was trading at a price to earnings multiple
of 19, and had trended upward during the past two months, making it seem
expensive. I also think that the uncertainty of the election year could
have a disquieting impact on the market.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT
AS STATED ON THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY
TIME BASED ON MARKET AND OTHER CONDITIONS.

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, 1996,
more than $2 billion
MANAGER: Bradford Lewis,
since 1988; manager,
Fidelity Stock Selector since
1990, and Fidelity Small Cap
Stock Fund, since 1993;
joined Fidelity in 1985
(checkmark)
BRAD LEWIS ON
"MARKET BREADTH"
"It's no secret that over the
long run there is a high
correlation between stock
returns and earnings growth.
Companies implementing
strategies that garner
above-average earnings
growth usually are rewarded
with handsome stock returns.
So what are the
characteristics of firms that
generate excellent earnings
growth? There are many
factors that have predictive
capabilities, but one of the
most important ones is firm
size. Smaller companies often
have a much greater potential
for increasing their earnings
over three or four years than
many huge S&P 500
companies. Of course they
also have the potential to
underperform the market as
well.
"I intentionally skew this
fund's holdings toward small
and mid-cap companies with
above-average earnings
growth prospects. Over the
long term, this strategy has
worked quite well."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

WorldCom, Inc. 3.8 0.0

Gap, Inc. 3.8 0.0

Mobil Corp. 3.4 3.2

Chrysler Corp. 3.3 0.0

Johnson & Johnson 3.2 0.1

Travelers, Inc. (The) 2.7 0.0

NIKE, Inc. Class B 2.7 2.3

Citicorp 2.6 2.9

Texaco, Inc. 2.5 0.0

General Re Corp. 2.4 0.0

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Finance 27.3 17.4

Technology 12.0 11.5

Energy 9.1 6.2

Utilities 9.1 11.5

Health 8.6 14.5

ASSET ALLOCATION
AS OF APRIL 30, 1996 AS OF OCTOBER 31, 1995

Row: 1, Col: 1, Value: 4.6
Row: 1, Col: 2, Value: 50.4
Row: 1, Col: 3, Value: 45.0
Row: 1, Col: 1, Value: 6.1
Row: 1, Col: 2, Value: 50.9
Row: 1, Col: 3, Value: 43.0
Stocks 95.4%

Short-term
investments 4.6%
Stocks and
equity futures 93.9%
Short-term
investments 6.1%
INVESTMENTS APRIL 30, 1996 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 95.4%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 4.2%
AEROSPACE & DEFENSE - 3.8%
Harsco Corp. 13,400 $ 923
Lockheed Martin Corp. 542,270 43,721
McDonnell Douglas Corp. 421,000 40,627
85,271
DEFENSE ELECTRONICS - 0.4%
Litton Industries, Inc. (a) 177,000 8,031
TOTAL AEROSPACE & DEFENSE 93,302
BASIC INDUSTRIES - 3.3%
CHEMICALS & PLASTICS - 2.9%
IMC Fertilizer Group, Inc. 1,216,500 44,858
International Specialty Products, Inc. (a) 100,000 1,250
Monsanto Co. 70,000 10,605
Rohm & Haas Co. 85,500 5,675
Sealed Air Corp. (a) 66,900 2,367
64,755
PACKAGING & CONTAINERS - 0.2%
Owens-Illinois, Inc. (a) 194,000 3,080
PAPER & FOREST PRODUCTS - 0.2%
Fort Howard Corp. (a) 161,700 3,557
Pentair, Inc. 59,500 1,621
5,178
TOTAL BASIC INDUSTRIES 73,013
CONGLOMERATES - 0.0%
American Standard Companies, Inc. (a) 21,100 596
CONSTRUCTION & REAL ESTATE - 0.2%
BUILDING MATERIALS - 0.0%
Carbo Ceramics, Inc. 1,500 32
CONSTRUCTION - 0.1%
Cavalier Homes, Inc. 29,850 578
Continental Homes Holding Corp. 17,500 400
978
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
ENGINEERING - 0.1%
EG & G, Inc. 90,000 $ 1,980
REAL ESTATE - 0.0%
Stewart Enterprises, Inc. Class A 13,500 618
TOTAL CONSTRUCTION & REAL ESTATE 3,608
DURABLES - 6.4%
AUTOS, TIRES, & ACCESSORIES - 3.4%
Chrysler Corp. 1,185,000 74,359
Copart, Inc. (a) 24,900 679
Miller Industries, Inc. (a) 32,250 899
75,937
CONSUMER DURABLES - 0.1%
Blyth Industries, Inc. (a) 48,000 1,908
TEXTILES & APPAREL - 2.9%
Jones Apparel Group, Inc. (a) 117,500 6,037
NIKE, Inc. Class B 677,000 59,238
65,275
TOTAL DURABLES 143,120
ENERGY - 9.1%
ENERGY SERVICES - 2.2%
Halliburton Co. 742,700 42,612
Sonat Offshore Drilling, Inc. 67,400 3,699
Tidewater, Inc. 72,600 3,086
49,397
OIL & GAS - 6.9%
Kerr-McGee Corp. 13,000 830
Mobil Corp. 659,500 75,843
Phillips Petroleum Co. 500,000 20,750
Texaco, Inc. 659,000 56,345
153,768
TOTAL ENERGY 203,165
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 27.3%
BANKS - 7.9%
Bank of Boston Corp. 1,056,224 $ 51,095
Citicorp 741,000 58,354
Comerica, Inc. 434,000 18,879
First Empire State Corp. 600 143
First Security Corp. 199,000 5,025
Mellon Bank Corp. 55,800 2,999
NationsBank Corp. 224,700 17,920
Republic New York Corp. 269,200 15,984
Star Banc Corp. 5,900 389
UAB Financial Corp. 25,000 931
Unionbancal Corp. 81,000 4,091
US Trust Corp. 20,000 1,094
176,904
CREDIT & OTHER FINANCE - 3.6%
A T & T Capital Corp. 51,000 1,983
AmeriCredit Corp. (a) 55,000 791
Concord EFS, Inc. (a) 50 2
Finova Group, Inc. 148,200 8,225
First Merchants Acceptance Corp. 82,500 2,001
Green Tree Financial Corp. 971,400 32,785
Money Store, Inc. 778,200 19,650
Transamerica Corp. 186,000 14,135
79,572
FEDERAL SPONSORED CREDIT - 2.3%
Federal National Mortgage Association 530,100 16,234
Student Loan Marketing Association 474,200 34,735
50,969
INSURANCE - 9.2%
AMBAC, Inc. 127,000 6,175
American Reinsurance Corp. 102,000 4,233
Aon Corp. 245,000 13,138
CIGNA Corp. 132,000 14,966
General Re Corp. 377,200 53,892
GCR Holdings Ltd. 4,800 122
Horace Mann Educators Corp. 70,000 2,301
MGIC Investment Corp. 90,500 4,910
Old Republic International Corp. 190,500 4,191
Paul Revere Corp. 31,000 810
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Penncorp. Financial Group, Inc. 43,000 $ 1,317
Provident Companies, Inc. 75,000 2,541
Providian Corp. 300,000 13,838
SunAmerica, Inc. 17,100 932
TIG Holdings, Inc. 246,000 7,472
Torchmark Corp. 237,000 10,191
Transatlantic Holdings, Inc. 53,000 3,472
Travelers, Inc. (The) 968,000 59,532
Western National Corp. 45,000 815
204,848
SAVINGS & LOANS - 0.4%
Coast Savings Financial, Inc. (a) 110,400 3,435
TCF Financial Corporation 133,100 4,708
8,143
SECURITIES INDUSTRY - 3.9%
Bear Stearns Companies, Inc. 1,100,000 27,638
Lehman Brothers Holdings, Inc. 696,000 17,661
Merrill Lynch & Co., Inc. 50,000 3,019
Morgan Stanley Group, Inc. 126,500 6,357
Salomon, Inc. 789,000 32,052
86,727
TOTAL FINANCE 607,163
HEALTH - 8.6%
DRUGS & PHARMACEUTICALS - 0.1%
Cambridge Neuroscience, Inc. (a) 31,000 335
Jones Medical Industries, Inc. 21,000 1,097
1,432
MEDICAL EQUIPMENT & SUPPLIES - 7.1%
Becton, Dickinson & Co. 108,300 8,732
Boston Scientific Corp. (a) 122,724 5,292
Cardinal Health, Inc. 103,500 6,495
Heartport, Inc. 2,000 72
Invacare Corp. 39,400 1,024
Johnson & Johnson 759,900 70,291
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Medtronic, Inc. 1,005,000 $ 53,391
Oakley, Inc. (a) 269,400 12,392
157,689
MEDICAL FACILITIES MANAGEMENT - 1.4%
Clintrails Research, Inc. (a) 14,000 588
Cohr, Inc. (a) 11,700 260
HEALTHSOUTH Rehabilitation Corp. (a) 281,000 10,432
Humana, Inc. 214,100 5,272
OrNda Healthcorp (a) 547,000 15,043
Phymatrix Corp. (a) 1,000 19
31,614
TOTAL HEALTH 190,735
INDUSTRIAL MACHINERY & EQUIPMENT - 1.4%
ELECTRICAL EQUIPMENT - 0.3%
California Amplifier, Inc. (a) 19,000 675
Fusion Systems Corp. (a) 168,300 4,881
5,556
INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%
Dover Corp. 70,200 3,615
Harnischfeger Industries, Inc. 367,000 14,864
PRI Automation, Inc. (a) 12,700 359
Thermo Fibertek, Inc. (a) 6,400 146
UCAR International, Inc. (a) 32,700 1,341
20,325
POLLUTION CONTROL - 0.2%
Thermo Instrument Systems, Inc. (a) 81,000 2,673
United Waste Systems, Inc. (a) 31,200 1,716
4,389
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 30,270
MEDIA & LEISURE - 3.2%
ENTERTAINMENT - 0.9%
King World Productions, Inc. (a) 449,800 19,566
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LEISURE DURABLES & TOYS - 2.2%
Bell Sports Corp. (a) 8,500 $ 54
Callaway Golf Co. 1,892,400 50,622
50,676
LODGING & GAMING - 0.1%
Mirage Resorts, Inc. (a) 30,800 1,613
TOTAL MEDIA & LEISURE 71,855
NONDURABLES - 2.0%
BEVERAGES - 0.1%
Coors (Adolph) Co. Class B 60,000 1,140
FOODS - 0.6%
Chiquita Brands International, Inc. 269,000 3,934
Hershey Foods Corp. 137,800 10,456
14,390
HOUSEHOLD PRODUCTS - 1.3%
Clorox Co. 345,000 28,506
TOBACCO - 0.0%
Schweitzer-Mauduit International, Inc. 27,270 740
TOTAL NONDURABLES 44,776
RETAIL & WHOLESALE - 6.6%
APPAREL STORES - 3.8%
Gap, Inc. 2,794,400 84,181
DRUG STORES - 0.8%
Eckerd Corp. (a) 183,000 8,738
General Nutrition Companies, Inc. (a) 483,700 9,432
18,170
GENERAL MERCHANDISE STORES - 0.8%
Mercantile Stores Co., Inc. 98,600 6,150
Woolworth Corp. (a) 586,200 11,211
17,361
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 1.0%
Great Atlantic & Pacific Tea Co., Inc. 91,000 $ 3,174
Safeway, Inc. (a) 592,600 20,000
23,174
RETAIL & WHOLESALE, MISCELLANEOUS - 0.2%
Global Directmail Corp. (a) 89,000 3,493
TOTAL RETAIL & WHOLESALE 146,379
SERVICES - 0.4%
ADVERTISING - 0.1%
Omnicom Group, Inc. 40,400 1,752
Outdoor Systems, Inc. 8,900 205
1,957
PRINTING - 0.0%
Consolidated Graphics, Inc. (a) 35,000 711
SERVICES - 0.3%
PMT Services, Inc. 30,000 866
Robert Half International, Inc. (a) 114,000 6,555
7,421
TOTAL SERVICES 10,089
TECHNOLOGY - 12.0%
COMMUNICATIONS EQUIPMENT - 1.9%
Aspect Telecommunications Corp. (a) 173,500 9,976
Cabletron Systems, Inc. (a) 84,400 6,362
Checkpoint Systems, Inc. (a) 166,000 4,959
Cisco Systems, Inc. (a) 194,000 10,064
U.S. Robotics Corp. (a) 75,000 11,737
43,098
COMPUTER SERVICES & SOFTWARE - 2.8%
America Online, Inc. (a) 144,800 9,267
Axent Technologies, Inc. 2,200 40
Brooktrout Technology, Inc. (a) 10,500 446
Computer Associates International, Inc. 361,000 26,488
Epic Design Technology (a) 24,800 849
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
GMIS, Inc. (a) 78,400 $ 1,352
Henry (Jack) & Associates, Inc. 50,000 1,569
I2 Technologies, Inc. 700 29
Sykes Enterprises, Inc. 1,000 18
Stratacom, Inc. (a) 412,200 21,434
Ultradata Corp. (a) 28,800 270
Vitalcom, Inc. (a) 2,900 49
61,811
COMPUTERS & OFFICE EQUIPMENT - 4.5%
Adaptec, Inc. (a) 376,400 21,643
Auspex Systems, Inc. (a) 423,900 8,213
Fore Systems, Inc. (a) 155,600 12,292
In Focus Systems, Inc. (a) 9,700 490
Komag, Inc. (a) 638,200 21,380
Sun Microsystems, Inc. (a) 657,900 35,690
99,708
ELECTRONIC INSTRUMENTS - 2.0%
Cognex Corp. (a) 277,100 7,412
KLA Instruments Corp. (a) 800,000 23,100
Lam Research Corp. (a) 365,000 14,783
45,295
ELECTRONICS - 0.8%
Electroglas, Inc. (a) 164,800 3,213
MEMC Electronic Materials, Inc. (a) 183,800 9,167
Mylex Corp. (a) 73,000 1,779
NU Horizons Electronics Corp. (a) 18,000 295
Sanmina Corp. (a) 35,500 1,260
Uniphase Corp. (a) 13,600 717
16,431
TOTAL TECHNOLOGY 266,343
TRANSPORTATION - 1.6%
AIR TRANSPORTATION - 1.6%
Northwest Airlines Corp. Class A (a) 766,000 34,853
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - 9.1%
ELECTRIC UTILITY - 4.4%
DQE, Inc. 84,100 $ 2,229
Entergy Corp. 1,091,000 28,912
General Public Utilities Corp. 466,200 14,802
Illinova Corp. 222,600 5,676
Texas Utilities Co. 1,166,000 46,932
98,551
GAS - 0.4%
Consolidated Natural Gas Co. 45,000 2,104
Noram Energy Corp. 431,000 4,741
Williams Companies, Inc. 26,800 1,370
8,215
TELEPHONE SERVICES - 4.3%
Cincinnati Bell, Inc. 140,000 6,895
LCI International, Inc. (a) 179,200 4,659
WorldCom, Inc. (a) 1,794,000 84,318
95,872
TOTAL UTILITIES 202,638
TOTAL COMMON STOCKS
(Cost $1,958,396) 2,121,905
REPURCHASE AGREEMENTS - 4.6%
MATURITY AMOUNT
(000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.33%, dated
4/30/96 due 5/1/96 $ 102,312 102,297
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,060,693) $ 2,224,202
LEGEND
1. Non-income producing
INCOME TAX INFORMATION
At April 30,1996, the aggregate cost of investment securities for income
tax purposes was $2,060,710,000. Net unrealized appreciation aggregated
$163,492,000, of which $219,215,000 related to appreciated investment
securities and $55,723,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER SHARE AMOUNT) APRIL 30, 1996 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 2,224,202
agreements of $102,297) (cost $2,060,693) -
See accompanying schedule

Receivable for investments sold 1,906

Receivable for fund shares sold 4,249

Dividends receivable 1,893

Other receivables 75

TOTAL ASSETS 2,232,325

LIABILITIES

Payable to custodian bank $ 463

Payable for investments purchased 726

Payable for fund shares redeemed 6,727

Accrued management fee 1,045

Other payables and accrued expenses 669

TOTAL LIABILITIES 9,630

NET ASSETS $ 2,222,695

Net Assets consist of:

Paid in capital $ 1,912,875

Undistributed net investment income 5,329

Accumulated undistributed net realized gain (loss) on 140,982
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on investments 163,509

NET ASSETS, for 102,139 shares outstanding $ 2,222,695

NET ASSET VALUE, offering price and redemption price $21.76
per share ($2,222,695 (divided by) 102,139 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)

INVESTMENT INCOME $ 15,259
Dividends

Interest 5,863

TOTAL INCOME 21,122

EXPENSES

Management fee $ 6,621
Basic fee

Performance adjustment (309)

Transfer agent fees 2,280

Accounting fees and expenses 392

Non-interested trustees' compensation 4

Custodian fees and expenses 55

Registration fees 139

Audit 22

Legal 9

Interest 1

Miscellaneous 14

Total expenses before reductions 9,228

Expense reductions (551) 8,677

NET INVESTMENT INCOME 12,445

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

Investment securities 137,721

Futures contracts 3,652 141,373

Change in net unrealized appreciation (depreciation) on:

Investment securities (29,202)

Futures contracts 1,244 (27,958)

NET GAIN (LOSS) 113,415

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 125,860
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,
1996 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 12,445 $ 27,165
Net investment income

Net realized gain (loss) 141,373 223,161

Change in net unrealized appreciation (depreciation) (27,958) 127,230

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 125,860 377,556
FROM OPERATIONS

Distributions to shareholders (27,901) (14,996)
From net investment income

From net realized gain (207,422) (31,228)

TOTAL DISTRIBUTIONS (235,323) (46,224)

Share transactions 640,830 1,143,822
Net proceeds from sales of shares

Reinvestment of distributions 227,247 44,136

Cost of shares redeemed (623,958) (513,551)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 244,119 674,407
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 134,656 1,005,739

NET ASSETS

Beginning of period 2,088,039 1,082,300

End of period (including undistributed net investment $ 2,222,695 $ 2,088,039
income of $5,329 and $21,870, respectively)

OTHER INFORMATION
Shares

Sold 29,908 56,254

Issued in reinvestment of distributions 10,899 2,513

Redeemed (29,303) (25,272)

Net increase (decrease) 11,504 33,495

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED OCTOBER 31,
ENDED
APRIL 30, 1996

(UNAUDITED) 1995 1994 D 1993 1992 1991

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

Net asset value, $ 23.04 $ 18.94 $ 19.48 $ 17.27 $ 16.74 $ 12.02
beginning of period

Income from .11 .30 .21 .19 .19 .29
Investment
Operations
Net investment
income

Net realized and 1.14 4.57 .50 3.20 1.89 4.73
unrealized
gain (loss)

Total from 1.25 4.87 .71 3.39 2.08 5.02
investment
operations

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

From net (2.23) (.52) (1.04) (.99) (1.32) -
realized gain

Total distributions (2.53) (.77) (1.25) (1.18) (1.55) (.30)

Net asset value, $ 21.76 $ 23.04 $ 18.94 $ 19.48 $ 17.27 $ 16.74
end of period

TOTAL RETURN B, C 5.90% 26.98% 4.01% 20.76% 13.99% 42.50%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 2,223 $ 2,088 $ 1,082 $ 790 $ 341 $ 154
period (in millions)

Ratio of expenses to .86% A .96% 1.07% 1.11% 1.16% 1.19%
average net assets

Ratio of expenses to .81% A .93% 1.05% 1.09% 1.16% 1.19%
average net assets , E E E E
after expense
reductions

Ratio of net 1.16% A 1.81% 1.43% 1.39% 1.79% 2.05%
investment income
to average net
assets

Portfolio turnover rate 345% A 221% 139% 279% 255% 210%

Average $ 0.0367
commission rate F

</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 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 6 OF
NOTES TO FINANCIAL STATEMENTS).
F FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1996 (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 financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. 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 substantially 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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, 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 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 U.S. Treasury or Federal Agency securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
2. OPERATING POLICIES - CONTINUED
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 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 $3,613,515,000 and $3,360,402,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $133,632,000 and $337,037,000, 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 .2500% 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 .59% 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 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. For the
period, the transfer agent fees were equivalent to an annualized rate of
.21% of average net assets.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
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 $536,000 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 balance during the period for which
the loan was outstanding amounted to $4,560,000. The weighted average
interest rate was 6.15%.
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
$497,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby interest earned on uninvested cash balances was used
to offset a portion of the fund's expenses. During the period, the fund's
custodian and transfer agent fees were reduced by $4,000 and $50,000,
respectively, under these arrangements.
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Company
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(U.K.) Inc., London, England
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(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
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
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OTC Portfolio
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Stock Selector
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* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)FIDELITY

STOCK SELECTOR

SEMIANNUAL REPORT
APRIL 30, 1996
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 23 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 27 Notes to the financial statements.

Stock Selector 7.74% 32.15% 121.96% 214.72%

S&P 500(registered trademark) 13.76% 30.21% 100.72% 155.38%

Growth Funds Average 13.12% 29.81% 95.92% 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 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 500 Index - 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 growth funds average, which reflects
the performance of 641 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, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Stock Selector 32.15% 17.29% 22.74%

S&P 500 30.21% 14.95% 18.24%

Growth Funds Average 29.81% 14.10% n/a

$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, 1996, the value of your investment would have grown to
$31,472 - a 214.72% increase on your initial investment. For comparison,
look at how the S&P 500 Index did over the same period. With dividends
reinvested, the same $10,000 investment would have grown to $25,538 - a
155.38% 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
Q. BRAD, HOW DID THE FUND PERFORM?
A. For the six- and 12-month periods ended April 30, 1996, the fund
returned 7.74% and 32.15%, respectively. The growth funds average return
was 13.12% for six months and 29.81% for the 12-month period, according to
Lipper Analytical Services. Most of the shortfall occurred in December and
January.
Q. WHY DID THE FUND TRAIL ITS PEERS DURING THE PAST SIX MONTHS?
A. The fund was hurt by a variation of an investment strategy I have used
for several years known as the "January Effect." Historical data indicates
that stocks that have underperformed year-to-date through mid-December -
but have business prospects that have begun to stabilize - usually beat the
market during the four weeks between mid-December and mid-January. The
January Effect benefited the fund in the early 1990s; unfortunately the
strategy didn't work during the December 1995 to January 1996 period. It
was a tough month in which some stocks - especially technology - did not
perform as I had anticipated. The fund's returns were definitely hurt by
the lack of a January Effect in early 1996. Stock Selector had a loss of
.64% in December and January compared to a gain of 5.4% for the Standard &
Poor's 500 Index.
Q. HOW DID THE FUND'S OVERALL INVESTMENT STRATEGY WORK?
A. Despite the failure of the "January Effect" strategy, the underlying
stock selection models that the fund normally uses - the real bread and
butter of this fund - worked very well. As technology improves, more data
become available for analysis and better systems are developed to process
that data. With better information available, it's likely that I can
discover more complex relationships among factors and use them to better
manage the fund.
Q. HAVE YOU MADE ANY CHANGES TO THE FUND'S QUANTITATIVE STOCK SELECTION
MODELS DURING THE PAST SIX MONTHS?
A. I'm always fine-tuning the fund's models. During the past six months,
I've been improving the models that help me forecast revenues and earnings
more accurately. I'm working on developing more powerful variables that I
think could be better predictors of stock price or other factors. The
revenue growth forecaster is in place, and I've begun testing the earnings
variable. Stay tuned.
Q. WHY DID YOU BUILD UP THE FUND'S TECHNOLOGY HOLDINGS FROM 12.0% SIX
MONTHS AGO TO 22.2% AS OF APRIL 30, 1996?
A. Technology stocks had a bumpy ride between November 1995 and January
1996. After that, many stocks such as Lam Research and Applied Materials,
were trading at very attractive multiples - eight or nine times next year's
earnings - with above-average revenue growth. The models identified these
stocks as attractive opportunities during the period.
Q. THE FUND'S HOLDINGS IN FINANCIAL STOCKS NEARLY DOUBLED FROM 12.8% TO
23.3% AT THE END OF THE PERIOD. WHAT WAS YOUR STRATEGY?
A. The past six months provided a pretty favorable environment for
financial stocks. Since the economy wasn't terribly strong, financial
services performed better than cyclical stocks, which tend to rise and fall
with the economy. Also, bear in mind that the financial sector includes
three types of insurance stocks, regional and money center banks, brokerage
stocks, savings and loans, and miscellaneous financial services. Thus, what
may appear to be a large weighting in one sector is simply the sum of
several smaller positive industry allocations.
Q. WHERE ELSE DID YOU FIND OPPORTUNITIES DURING THE PERIOD?
A. I increased the fund's holdings in energy stocks to about 10.8% of
investments. Many energy service and drilling companies performed well
during the past six months. In general, they have become more efficient and
adept at making money with oil at about $20 a barrel. In addition to
cutting costs, the whole sector has done a great job of making use of new
technology. It's very expensive to drill for oil - you don't want to get a
dry hole. Seismic technology has really helped to improve the prospects for
the oil industry.
Q. WHAT ABOUT THE FUND'S FOREIGN HOLDINGS . . .
A. I've cut the fund's foreign holdings because of the risks inherent in
investing abroad. Even if the fund owns high-performing foreign stocks and
the U.S. market outperforms the foreign market, the fund can underperform.
I've got to be pretty sure that the S&P 500 is going to have a bad stretch
before I increase the fund's foreign investments. That said, I continue to
hold some of the top foreign stocks across the board.
Q. WHY DID YOU CUT BACK THE FUND'S HEALTH CARE HOLDINGS?
A. Health care stocks got very expensive during the past six months. At
about 5.8% of investments, the fund was underweighted in health care stocks
versus the overall market at the end of the period. I cut back on many drug
stocks that reached aggressive price/earnings multiples and decided to
invest the money elsewhere.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. I expect to see below-average returns for the market during the next six
months. At the end of April, it was trading at a price-to-earnings multiple
of 19, which is rather expensive, and had trended upward during the past
two months. I also think that the uncertainty of the election year could
have a disquieting impact on the market.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

TOP TEN STOCKS AS OF APRIL 30, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

BankAmerica Corp. 3.0 0.0

NIKE, Inc. Class B 3.0 2.7

Travelers, Inc. (The) 3.0 0.0

Texaco, Inc. 2.9 0.0

Lam Research Corp. 2.9 0.7

Atlantic Richfield Co. 2.9 1.5

Federal Home Loan Mortgage 2.8 0.0
Corp.

Texas Utilities Co. 2.7 0.0

Applied Materials, Inc. 2.7 0.0

WorldCom, Inc. 2.6 0.0

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Finance 23.3 12.8

Technology 22.2 12.0

Energy 10.8 6.1

Utilities 8.6 3.6

Durables 7.2 3.5

ASSET ALLOCATION
AS OF APRIL 30, 1996 * AS OF OCTOBER 31, 1995 **
Row: 1, Col: 1, Value: 9.6
Row: 1, Col: 2, Value: 40.4
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 1, Value: 6.3
Row: 1, Col: 2, Value: 43.7
Row: 1, Col: 3, Value: 50.0
Stocks 90.4%

Short-term
investments 9.6%
FOREIGN
INVESTMENTS 5.7%
Stocks and
equity futures 93.7%
Short-term
investments 6.3%
FOREIGN
INVESTMENTS 10.2%
*
**
INVESTMENTS APRIL 30, 1996 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 90.1%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.7%
McDonnell Douglas Corp. 121,400 $ 11,716
BASIC INDUSTRIES - 0.4%
CHEMICALS & PLASTICS - 0.2%
Bayer AG 6,000 1,931
CGIP 1,621 362
Hokko Chemical Industry Co. Ltd. 75,000 528
International Specialty Products, Inc. (a) 102,000 1,275
Sekisui Chemical Co. Ltd. 60,000 753
4,849
IRON & STEEL - 0.1%
Thyssen AG Ord. 5,000 905
METALS & MINING - 0.1%
Nittetsu Mining Co. Ltd. 80,000 883
TOTAL BASIC INDUSTRIES 6,637
CONSTRUCTION & REAL ESTATE - 0.4%
BUILDING MATERIALS - 0.0%
Usinor Sacilor (a) 15,000 232
CONSTRUCTION - 0.3%
Crossman Communities, Inc. (a) 10,000 218
Daiwa House Industry Co. Ltd. 50,000 794
McDermott (J. Ray) SA 40,000 975
Sekisui House Ltd. 50,000 618
Tokyo Tatemono Co. Ltd. (a) 50,000 310
U.S. Home Corp. 47,100 1,172
4,087
ENGINEERING - 0.1%
Incentive AB Class A 20,000 1,060
REAL ESTATE - 0.0%
Cheung Kong Holdings Ltd. 100,000 714
Fastigets AB Tornet 65,000 77
791
TOTAL CONSTRUCTION & REAL ESTATE 6,170
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 7.1%
AUTOS, TIRES, & ACCESSORIES - 3.8%
Chrysler Corp. 300,000 $ 18,825
Copart, Inc. (a) 60,000 1,635
Ford Motor Co. 1,075,000 38,566
Magna International, Inc. Class A 30,000 1,383
Michelin SA (Compagnie Generale des Etablissements)
Class B 5,000 248
Toyota Motor Corp. 50,000 1,136
61,793
CONSUMER DURABLES - 0.1%
Blyth Industries, Inc. (a) 41,000 1,630
CONSUMER ELECTRONICS - 0.2%
Citizen Watch Co. Ltd. Ord. 65,000 566
Matsushita Electric Industrial Co. Ltd. 75,000 1,319
Sony Corp. 20,000 1,293
3,178
TEXTILES & APPAREL - 3.0%
NIKE, Inc. Class B 558,200 48,842
TOTAL DURABLES 115,443
ENERGY - 10.8%
ENERGY SERVICES - 0.9%
Canadian Fracmaster Ltd. 25,000 112
Carbo Ceramics, Inc. 1,000 21
IHC Caland NV 35,600 1,398
Nabors Industries, Inc. (a) 124,300 1,911
Smedvig AS 20,000 491
Tidewater, Inc. 155,200 6,596
Weatherford Enterra, Inc. (a) 107,900 3,803
14,332
OIL & GAS - 9.9%
Atlantic Richfield Co. 398,000 46,864
Mobil Corp. 307,000 35,305
Norsk Hydro AS ADR 25,000 1,150
Nuevo Energy Corp. (a) 56,000 1,582
Parker & Parsley Petroleum Co. 186,000 4,580
Phillips Petroleum Co. 600,000 24,900
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Texaco, Inc. 559,000 $ 47,795
Total SA sponsored ADR 10,000 343
162,519
TOTAL ENERGY 176,851
FINANCE - 23.3%
BANKS - 5.8%
ABN-AMRO Holdings NV 15,000 776
Australia & New Zealand Banking Group Ltd. 200,000 957
Bank of Boston Corp. 47 2
BankAmerica Corp. 654,000 49,541
Comerica, Inc. 225,000 9,788
Credit National 10,000 782
Credito Italiano Ord. 300,000 382
Deutsche Bank AG 30,000 1,437
First American Corp. 19,111 817
First Bank System, Inc. 151,600 9,134
First Empire State Corp. 2,500 595
First Union Corp. 92,300 5,676
Imperial Bancorp 48,000 1,164
Mercantile Bankshares Corp. 757 19
Mitsui Trust and Banking Co. Ltd. 50,000 599
ONBANCorp, Inc. 78,000 2,574
Republic New York Corp. 128,700 7,642
Societe Generale Class A 9,000 1,044
Swedbank Class A 65,000 732
Stadshypotek, Series A 29,000 632
Skandinaviska Enskilda Banken Class A Free shares 80,000 601
94,894
CLOSED END INVESTMENT COMPANY - 1.4%
All Seasons Global Fund, Inc. 150,000 600
Alliance Global Environment Fund 70,000 875
Central European Equity Fund 51,284 910
Emerging Germany Fund, Inc. (a) 140,000 1,033
Emerging Markets Infrastructure Fund, Inc. 148,400 1,558
Five Arrows Chile Investment Trust Ltd. 1,650,000 4,752
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
CLOSED END INVESTMENT COMPANY - CONTINUED
GT Global Developing Markets Fund 400,000 $ 4,200
Global Health Sciences Fund (a) 20,000 370
Growth Fund of Spain, Inc. 120,000 1,380
Morgan Stanley Asia-Pacific Fund, Inc. 100,000 1,200
Morgan Stanley Asia-Pacific Fund, Inc. (rights) 54,202 37
The New Germany Fund, Inc. 45,933 557
Southern Africa Fund, Inc. 30,600 505
TCW/DW Emerging Markets Opportunities Trust (SBI) 324,900 3,533
Templeton Dragon Fund, Inc. 85,000 1,148
22,658
CREDIT & OTHER FINANCE - 2.9%
A T & T Capital Corp. 41,800 1,625
Finova Group, Inc. 156,000 8,658
Green Tree Financial Corp. 799,000 26,966
Investor AB Class B Free shares 40,000 1,596
Olympic Financial Ltd. 85,000 1,891
Transamerica Corp. 36,000 2,736
United Companies Financial Corp. 114,900 3,677
47,149
FEDERAL SPONSORED CREDIT - 3.4%
Federal Home Loan Mortgage Corp. 556,000 46,356
Student Loan Marketing Association 112,400 8,233
54,589
INSURANCE - 6.2%
AMBAC, Inc. 121,000 5,884
American Reinsurance Corp. 70,000 2,905
CIGNA Corp. 13,500 1,531
CNA Financial Corp. (a) 21,000 2,042
Chiyoda Fire & Marine Insurance Co. Ltd. 60,000 401
Dai-Tokyo Fire & Marine Insurance Ord. 325,000 2,541
Dowa Fire & Marine Industries Co. Ltd. 150,000 897
MGIC Investment Corp. 310,600 16,850
Old Republic International Corp. 106,500 2,343
Protective Life Corp. 27,000 938
Royal Insurance Holdings PLC 94,852 519
SAFECO Corp. 334,100 11,025
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
TIG Holdings, Inc. 137,000 $ 4,161
Travelers, Inc. (The) 790,000 48,585
Zurich Reinsurance Centre Holdings, Inc. 36,000 1,085
101,707
SAVINGS & LOANS - 0.3%
TCF Financial Corp. 77,000 2,724
Washington Mutual, Inc. 53,200 1,476
4,200
SECURITIES INDUSTRY - 3.3%
Canadian General Investment Ltd. 10,000 268
Franklin Resources, Inc. 98,100 5,616
Lehman Brothers Holdings, Inc. 795,700 20,191
Merrill Lynch & Co., Inc. 100,000 6,038
Nomura Securities Co. Ltd. 80,000 1,735
PaineWebber Group, Inc. 200,000 4,175
Peregrine Investments Holdings Ltd. 128,000 198
Salomon, Inc. 242,700 9,860
United Asset Management Corp. 135,000 6,311
54,392
TOTAL FINANCE 379,589
HEALTH - 5.8%
DRUGS & PHARMACEUTICALS - 2.2%
Andrea-Noris Zahn 2,500 767
Astra AB Class A Free shares 15,000 666
CIBA-GEIGY AG (Reg.) 2,000 2,316
Curative Technologies, Inc. (a) 16,000 358
Hafslund Nycomed AS, Series B 60,000 1,675
Pfizer, Inc. 350,000 24,106
Sandoz AG (Reg.) 1,500 1,634
Schering-Plough Corp. 45,000 2,582
SmithKline Beecham PLC ADR 10,000 540
Takeda Chemical Industries Ltd. 100,000 1,721
36,365
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - 3.2%
Heartport, Inc. 1,400 $ 50
Instrumentarium OY Class B 15,000 402
Johnson & Johnson 223,500 20,674
Medtronic, Inc. 518,000 27,519
Oakley, Inc. (a) 61,600 2,834
51,479
MEDICAL FACILITIES MANAGEMENT - 0.4%
Apria Healthcare Group, Inc. 120,000 4,080
Cohr, Inc. (a) 7,400 165
Health Management Associates, Inc. Class A (a) 76,200 2,438
Phymatrix Corp. (a) 900 17
6,700
TOTAL HEALTH 94,544
HOLDING COMPANIES - 0.1%
Partner Re Holdings 30,000 848
Shell Transport & Trading PLC 100,000 1,321
2,169
INDUSTRIAL MACHINERY & EQUIPMENT - 1.8%
ELECTRICAL EQUIPMENT - 0.2%
Fusion Systems Corp. (a) 17,300 502
Omron Corp. 77,000 1,728
Twentsche Kabel Holding NV 7,500 316
2,546
INDUSTRIAL MACHINERY & EQUIPMENT - 1.6%
Dover Corp. 265,200 13,657
Harnischfeger Industries, Inc. 179,600 7,274
Mitsubishi Heavy Industries Ltd. 150,000 1,332
PRI Automation, Inc. (a) 36,000 1,017
Robbins & Myers, Inc. 4,000 154
Singer Co. NV (The) 20,000 518
Veeco Instruments, Inc. (a) 127,000 2,223
26,175
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - 0.0%
Waste Management International PLC sponsored ADR (a) 70,000 $ 796
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 29,517
MEDIA & LEISURE - 1.4%
BROADCASTING - 0.1%
Carlton Communications PLC 150,000 1,053
Grupo Radio Centro SA de CV sponsored ADR 20,000 178
1,231
ENTERTAINMENT - 0.9%
King World Productions, Inc. (a) 366,000 15,920
LEISURE DURABLES & TOYS - 0.2%
Callaway Golf Co. 137,800 3,686
PUBLISHING - 0.1%
News Corp. Ltd. ADR 25,000 588
Schibsted AS, Series B 40,000 584
1,172
RESTAURANTS - 0.1%
Foodmaker, Inc. (a) 157,000 1,276
TOTAL MEDIA & LEISURE 23,285
NONDURABLES - 0.6%
BEVERAGES - 0.2%
Brahma (Cia Cervejaria) PN Class B (Pfd. Reg.) 1,500,000 721
Coca-Cola Company (The) 100 8
Heineken NV 2,000 419
Kirin Brewery Co. Ltd. 30,000 388
Lion Nathan Ltd. 600,000 1,495
3,031
FOODS - 0.3%
Chiquita Brands International, Inc. 256,500 3,751
Cultor OY Ord., Series 2 20,000 876
Grand Metropolitan PLC 100,000 659
5,286
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 0.1%
Clorox Co. 10,200 $ 843
Kao Corp. 100,000 1,331
2,174
TOTAL NONDURABLES 10,491
PRECIOUS METALS - 0.1%
Anglo American Corp. of South Africa Ltd. (Reg.) 15,000 1,015
Gold Mines of Kalgoorlie Ltd. 150,000 175
Western Mining Holdings Ltd. 45,700 334
1,524
RETAIL & WHOLESALE - 5.6%
APPAREL STORES - 1.9%
Gap, Inc. 1,053,000 31,722
DRUG STORES - 0.5%
Eckerd Corp. (a) 164,000 7,831
GENERAL MERCHANDISE STORES - 1.0%
Mercantile Stores Co., Inc. 47,800 2,981
Sears, Roebuck & Co. 250,000 12,469
15,450
GROCERY STORES - 1.8%
Great Atlantic & Pacific Tea Co., Inc. 86,000 2,998
Safeway, Inc. (a) 726,800 24,530
Tesco PLC Ord. 600,000 2,537
Vons Companies, Inc. (a) 1,900 61
30,126
RETAIL & WHOLESALE, MISCELLANEOUS - 0.4%
CDW Computer Centers, Inc. 42,000 3,250
Tiffany & Co., Inc. 57,000 3,719
6,969
TOTAL RETAIL & WHOLESALE 92,098
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 0.3%
ADVERTISING - 0.1%
Outdoor Systems, Inc. 6,100 $ 140
WPP Group PLC 400,000 1,227
1,367
SERVICES - 0.2%
Loewen Group, Inc. 45,000 1,354
Robert Half International, Inc. (a) 25,000 1,438
2,792
TOTAL SERVICES 4,159
TECHNOLOGY - 22.2%
COMMUNICATIONS EQUIPMENT - 0.2%
Aspect Telecommunications Corp. 49,500 2,820
Newbridge Networks Corp. (a) 17,500 1,127
3,947
COMPUTER SERVICES & SOFTWARE - 7.0%
Axent Technologies, Inc. 1,500 27
Cadence Design Systems, Inc. (a) 417,650 21,822
Computer Associates International, Inc. 355,600 26,092
I2 Technologies, Inc. 500 20
Microsoft Corp. 172,800 19,570
Oak Technology, Inc. (a) 612,000 10,940
PC Docs Group International, Inc. (a) 15,000 308
Parametric Technology Corp. (a) 881,600 35,484
Sykes Enterprises, Inc. 700 14
Ultradata Corp. (a) 18,100 170
Vitalcom, Inc. (a) 1,600 27
114,474
COMPUTERS & OFFICE EQUIPMENT - 1.3%
Canon, Inc. 75,000 1,483
Ricoh Co. Ltd. Ord. 50,000 585
Sun Microsystems, Inc. (a) 211,000 11,447
Symbol Technologies, Inc. (a) 156,800 7,252
20,767
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONIC INSTRUMENTS - 9.9%
Applied Materials, Inc. (a) 1,108,600 $ 44,344
Cognex Corp. (a) 170,700 4,566
KLA Instruments Corp. (a) 1,308,700 37,789
Lam Research Corp. (a) 1,174,300 47,559
Novellus System, Inc. (a) 502,200 27,244
161,502
ELECTRONICS - 3.7%
C-Cube Microsystems, Inc. (a) 326,000 16,137
Electroglas, Inc. (a) 46,300 903
Linear Technology Corp. 302,600 10,402
Nitto Denko Corp. 12,000 193
Samsung Electronics Co. Ltd. GDS:
(vtg.) (a) 150 11
(non-vtg.) 5,000 205
(vtg.) (bonus issue 3/96) (a) 45 3
(non-vtg.) (bonus issue 3/96) (a) 1,506 62
Storage Technology Corp. 95,000 2,921
TDK Corp. 20,000 1,139
Tencor Instruments (a) 932,500 23,079
Thomas & Betts Corp. 109,600 4,316
Toshiba Corp. 50,000 387
59,758
PHOTOGRAPHIC EQUIPMENT - 0.1%
Fuji Photo Film Co. Ltd. 50,000 1,550
TOTAL TECHNOLOGY 361,998
TRANSPORTATION - 1.0%
AIR TRANSPORTATION - 0.9%
Continental Airlines, Inc. 92,300 5,238
Helikopter Services AS 50,000 567
Maruzen Showa Unyu Co. Ltd. 80,000 503
Northwest Airlines Corp. Class A (a) 200,000 9,100
15,408
RAILROADS - 0.0%
Bombardier, Inc. Class B 20,000 281
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - CONTINUED
SHIPPING - 0.1%
Shun Tak Holdings Ltd. 1,500,000 $ 1,086
TOTAL TRANSPORTATION 16,775
UTILITIES - 8.5%
ELECTRIC UTILITY - 5.0%
American Electric Power Co., Inc. 645,000 26,203
Carolina Power & Light Co. 25,300 911
DQE, Inc. 144,000 3,816
Empresa Nacional De Electricidad SA sponsored ADR 8,000 501
Illinova Corp. 127,800 3,259
Texas Utilities Co. 1,107,000 44,557
Veba AG Ord. 40,000 1,987
81,234
GAS - 0.2%
Noram Energy Corp. 276,000 3,036
TELEPHONE SERVICES - 3.3%
Cincinnati Bell, Inc. 174,000 8,570
Royal Ptt Nederland NV 10,000 375
Stet (Societa Finanziaria Telefonica) Spa Ord. 250,000 844
Telebras sponsored ADR 10,000 541
Telefonica de Espana SA sponsored ADR 25,000 1,316
Telecom Italia Mobile Spa (a) 150,000 329
WorldCom, Inc. (a) 902,000 42,394
54,369
TOTAL UTILITIES 138,639
TOTAL COMMON STOCKS
(Cost $1,339,781) 1,471,605
NONCONVERTIBLE PREFERRED STOCKS - 0.3%
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - 0.1%
METALS & MINING - 0.1%
Freeport McMoran Copper & Gold, Inc.:
Series B 20,000 $ 718
depositary shares representing gold pfd., Series II 20,000 670
1,388
DURABLES - 0.1%
AUTOS, TIRES, & ACCESSORIES - 0.1%
Volkswagen AG 4% 8,000 2,031
FINANCE - 0.0%
CLOSED END INVESTMENT COMPANY - 0.0%
Thai Prime Fund 26,800 490
UTILITIES - 0.1%
TELEPHONE SERVICES - 0.1%
Stet (Societa Finanziaria Telefonica) Spa 250,000 655
TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $4,315) 4,564
U.S. TREASURY OBLIGATIONS - 0.2%
PRINCIPAL
AMOUNT (000S)
U.S. Treasury Bill, yield at date of purchase
4.74%, 7/18/96
(Cost $2,969) $ 3,000 2,969
REPURCHASE AGREEMENTS - 9.4%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.33%, dated
4/30/96 due 5/1/96 $ 153,703 153,680
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,500,745) $ 1,632,818
LEGEND
1. Non-income producing
INCOME TAX INFORMATION
At April 30, 1996, the aggregate cost of investment securities for income
tax purposes was $1,500,745,000. Net unrealized appreciation aggregated
$132,073,000, of which $148,963,000 related to appreciated investment
securities and $16,890,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) APRIL 30, 1996 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 1,632,818
agreements of $153,680) (cost $1,500,745) -
See accompanying schedule

Receivable for investments sold 41,769

Receivable for fund shares sold 6,322

Dividends receivable 1,046

Other receivables 68

TOTAL ASSETS 1,682,023

LIABILITIES

Payable to custodian bank $ 470

Payable for investments purchased 129,342

Payable for fund shares redeemed 6,513

Accrued management fee 812

Other payables and accrued expenses 575

TOTAL LIABILITIES 137,712

NET ASSETS $ 1,544,311

Net Assets consist of:

Paid in capital $ 1,300,176

Undistributed net investment income 1,284

Accumulated undistributed net realized gain (loss) on 110,779
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 132,072
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 65,110 shares outstanding $ 1,544,311

NET ASSET VALUE, offering price and redemption price $23.72
per share ($1,544,311 (divided by) 65,110 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)

INVESTMENT INCOME $ 6,495
Dividends

Interest 4,733

TOTAL INCOME 11,228

EXPENSES

Management fee $ 4,088
Basic fee

Performance adjustment 154

Transfer agent fees 1,587

Accounting fees and expenses 278

Non-interested trustees' compensation 2

Custodian fees and expenses 80

Registration fees 263

Audit 25

Legal 5

Miscellaneous 7

Total expenses before reductions 6,489

Expense reductions (330) 6,159

NET INVESTMENT INCOME 5,069

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

Investment securities 103,808

Foreign currency transactions (8)

Futures contracts 6,288 110,088

Change in net unrealized appreciation (depreciation) on:

Investment securities (8,687)

Futures contracts 788 (7,899)

NET GAIN (LOSS) 102,189

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 107,258
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED OCTOBER 31,
APRIL 30,1996 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 5,069 $ 8,470
Net investment income

Net realized gain (loss) 110,088 124,588

Change in net unrealized appreciation (depreciation) (7,899) 99,653

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 107,258 232,711
FROM OPERATIONS

Distributions to shareholders (9,746) (6,170)
From net investment income

From net realized gain (101,357) (33,320)

TOTAL DISTRIBUTIONS (111,103) (39,490)

Share transactions 747,751 739,878
Net proceeds from sales of shares

Reinvestment of distributions 108,533 38,745

Cost of shares redeemed (443,126) (648,629)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 413,158 129,994
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 409,313 323,215

NET ASSETS

Beginning of period 1,134,998 811,783

End of period (including undistributed net investment $ 1,544,311 $ 1,134,998
income of $1,284 and $6,897, respectively)

OTHER INFORMATION
Shares

Sold 32,792 35,180

Issued in reinvestment of distributions 4,830 2,220

Redeemed (19,323) (32,323)

Net increase (decrease) 18,299 5,077

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED OCTOBER 31,
ENDED
APRIL 30, 1996

(UNAUDITED) 1995 1994 D 1993 1992 1991

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

Net asset value, $ 24.25 $ 19.45 $ 20.15 $ 16.77 $ 15.19 $ 9.80
beginning of period

Income from
Investment
Operations

Net investment .07 .19 .16 .19 .16 .12
income

Net realized and 1.68 5.57 .44 3.61 1.97 5.30
unrealized
gain (loss)

Total from 1.75 5.76 .60 3.80 2.13 5.42
investment
operations

Less Distributions (.20) (.15) (.28) (.10) (.08) (.03)
From net
investment
income

From net (2.08) (.81) (1.02) (.32) (.47) -
realized gain

Total distributions (2.28) (.96) (1.30) (.42) (.55) (.03)

Net asset value, $ 23.72 $ 24.25 $ 19.45 $ 20.15 $ 16.77 $ 15.19
end of period

TOTAL RETURN B, C 7.74% 31.54% 3.32% 23.09% 14.63% 55.43%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 1,544 $ 1,135 $ 812 $ 599 $ 261 $ 99
period (in millions)

Ratio of expenses to .98% A 1.03% 1.12% 1.11% 1.22% 1.43%
average net assets

Ratio of expenses to .93% A 1.00% 1.09% 1.10% 1.22% 1.43%
average net assets , E E E E
after expense
reductions

Ratio of net .77% A .99% 1.01% 1.52% 1.43% 1.20%
investment income
to average net
assets

Portfolio turnover 298% A 220% 187% 192% 268% 317%
rate

Average commission $ 0.0307
rate F

</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 5 OF NOTES TO FINANCIAL
STATEMENTS).
D 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
F FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1996 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Stock Selector (the fund) is a fund of Fidelity Capital Trust (the
trust) and is authorized to issue an unlimited number of shares. The trust
is registered under the Investment Company Act of 1940, as amended (the
1940 Act), as an open-end management investment company organized as a
Massachusetts business trust. The financial statements have been prepared
in conformity with generally accepted accounting principles which permit
management to make certain estimates and assumptions at the date of the
financial statements. 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 substantially 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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, futures and options transactions, foreign currency transactions,
passive foreign investment companies (PFIC), 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 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. 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
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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 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 U.S. Treasury or Federal Agency securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
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.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,237,287,000 and $1,776,569,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $0 and $144,281,000, 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 .2500% to
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
.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 .64% 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 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. For the
period, the transfer agent fees were equivalent to an annualized rate of
.24% of average net assets.
ACCOUNTING FEES. Fidelity Service Co. (FSC), an affiliate of FMR, maintains
the fund's accounting records. The fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $319,000 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
$294,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby interest earned on uninvested cash balances was used
to offset a portion of the fund's expenses. During the period, the fund's
custodian and transfer agent fees were reduced by $2,000 and $34,000,
respectively, under these arrangements.
TO CALL 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
Kenneth A. Rathgeber, 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
Large Cap Stock 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, 1996
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.

Value 16.88% 28.61% 141.68% 248.83%

S&P 500(registered trademark) 13.76% 30.21% 100.72% 279.59%

Capital Appreciation Funds 15.65% 32.69% 109.85% 219.71%
Average

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 500 Index -
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 capital
appreciation funds average, which reflects the performance of 187 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, 1996 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Value 28.61% 19.30% 13.31%

S&P 500 30.21% 14.95% 14.26%

Capital Appreciation Funds Average 32.69% 15.41% 11.43%

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
IMAHDR PRASUN SHR__CHT 19960430 19960520 102707 S00000000000001
Value SP Standard & Poor 500
00039 SP001
1986/04/30 10000.00 10000.00
1986/05/31 10281.41 10532.00
1986/06/30 10443.92 10709.99
1986/07/31 10023.78 10111.30
1986/08/31 10546.97 10861.56
1986/09/30 10043.60 9963.31
1986/10/31 10499.41 10538.19
1986/11/30 10376.54 10794.27
1986/12/31 9895.56 10519.02
1987/01/31 10576.95 11935.93
1987/02/28 11011.08 12407.40
1987/03/31 11081.25 12765.97
1987/04/30 10901.45 12652.35
1987/05/31 11168.95 12762.43
1987/06/30 11541.68 13406.93
1987/07/31 12480.10 14086.66
1987/08/31 12252.08 14612.10
1987/09/30 12313.47 14292.09
1987/10/31 9213.18 11213.58
1987/11/30 8520.32 10289.58
1987/12/31 9046.54 11072.61
1988/01/31 9388.58 11538.77
1988/02/29 10256.84 12076.48
1988/03/31 10191.06 11703.31
1988/04/30 10164.75 11833.22
1988/05/31 10142.83 11936.17
1988/06/30 10572.57 12484.04
1988/07/31 10616.42 12436.60
1988/08/31 10498.02 12013.76
1988/09/30 11261.04 12525.54
1988/10/31 11918.81 12873.75
1988/11/30 11418.90 12689.66
1988/12/31 11674.29 12911.73
1989/01/31 12134.30 13856.87
1989/02/28 11857.40 13511.83
1989/03/31 12362.06 13826.65
1989/04/30 13040.91 14544.26
1989/05/31 13460.72 15133.30
1989/06/30 13849.26 15047.04
1989/07/31 15139.96 16405.79
1989/08/31 15198.02 16727.34
1989/09/30 14912.19 16658.76
1989/10/31 13916.25 16272.28
1989/11/30 14255.68 16604.23
1989/12/31 14352.96 17002.73
1990/01/31 13055.80 15861.85
1990/02/28 13130.06 16066.47
1990/03/31 13422.17 16492.23
1990/04/30 13308.30 16079.92
1990/05/31 14169.77 17647.72
1990/06/30 13739.03 17527.71
1990/07/31 13610.31 17471.62
1990/08/31 12417.12 15892.19
1990/09/30 11956.67 15118.24
1990/10/31 11689.32 15053.23
1990/11/30 12219.08 16025.67
1990/12/31 12512.63 16472.78
1991/01/31 13177.20 17191.00
1991/02/28 13971.57 18420.15
1991/03/31 14246.75 18865.92
1991/04/30 14433.66 18911.20
1991/05/31 15238.41 19728.16
1991/06/30 14532.31 18824.61
1991/07/31 15243.60 19701.84
1991/08/31 15612.23 20168.77
1991/09/30 15492.82 19831.96
1991/10/31 15674.54 20097.70
1991/11/30 14781.52 19287.77
1991/12/31 15790.39 21494.29
1992/01/31 16443.42 21094.49
1992/02/29 17085.74 21368.72
1992/03/31 16941.22 20952.03
1992/04/30 17417.61 21568.02
1992/05/31 17594.25 21673.70
1992/06/30 17364.08 21350.77
1992/07/31 17915.41 22224.01
1992/08/31 17497.90 21768.42
1992/09/30 17808.35 22025.29
1992/10/31 17883.29 22102.38
1992/11/30 18670.13 22856.07
1992/12/31 19130.12 23137.20
1993/01/31 19655.05 23331.55
1993/02/28 19757.87 23648.86
1993/03/31 20726.55 24147.85
1993/04/30 20840.20 23563.47
1993/05/31 21273.13 24194.97
1993/06/30 21273.13 24265.14
1993/07/31 21727.71 24168.08
1993/08/31 22485.33 25084.05
1993/09/30 22474.51 24890.90
1993/10/31 23150.97 25406.14
1993/11/30 22680.15 25164.78
1993/12/31 23518.02 25469.28
1994/01/31 24739.81 26335.23
1994/02/28 24517.67 25621.55
1994/03/31 23553.10 24504.45
1994/04/30 24096.76 24818.11
1994/05/31 24447.52 25225.12
1994/06/30 24424.13 24607.11
1994/07/31 25184.10 25414.22
1994/08/31 26078.52 26456.20
1994/09/30 25698.54 25808.03
1994/10/31 26136.98 26388.71
1994/11/30 24961.96 25427.63
1994/12/31 25312.14 25804.72
1995/01/31 25020.63 26473.84
1995/02/28 25771.12 27505.52
1995/03/31 26521.62 28317.21
1995/04/30 27123.26 29151.15
1995/05/31 27724.89 30316.33
1995/06/30 28047.42 31020.57
1995/07/31 29157.66 32049.22
1995/08/31 29486.38 32129.66
1995/09/30 30472.57 33485.53
1995/10/31 29846.13 33365.99
1995/11/30 31173.45 34830.75
1995/12/31 32179.81 35501.60
1996/01/31 33048.48 36710.07
1996/02/29 33158.69 37050.37
1996/03/31 33988.46 37407.17
1996/04/30 34883.07 37958.55
IMATRL PRASUN SHR__CHT 19960430 19960520 102712 R00000000000123

$10,000 OVER 10 YEARS: Let's say you invested $10,000 in Fidelity Value
Fund on April 30, 1986. As the chart shows, by April 30, 1996, the value of
your investment would have grown to $34,883 - a 248.83% 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 $37,959 - a 279.59% 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

NOTE TO SHAREHOLDERS: On March 26, 1996, Richard Fentin became portfolio
manager of the fund. The following is an interview with Bettina Doulton,
who managed the fund during much of the period, followed by remarks from
Rich Fentin regarding changes in the fund, his investment style and his
outlook.
Q. BETTINA, HOW HAS THE FUND PERFORMED?
B.D. For the six months ended April 30, 1996, the fund had a total return
of 16.88%, beating the 15.65% return of the capital appreciation funds
average tracked by Lipper Analytical Services for the same period. For the
12 months ended April 30, 1996, the fund had a total return of 28.61%,
while the Lipper capital appreciation funds average posted a total return
of 32.69%.
Q. WHAT HELPED THE FUND BEAT THE LIPPER AVERAGE OVER THE PAST SIX MONTHS?
B.D. The fund was helped by the solid performance of most of its current
and former largest holdings, including Philip Morris, United Technologies,
Citicorp and American Express. Looking at the sector level, the fund's
basic industries stocks - such as chemical manufacturers Union Carbide,
Monsanto and du Pont - also performed well. Over the past two months, the
fund's investments in the retail and energy sectors - including
Schlumberger - helped returns, as did the fund's Japanese investments.
Q. WHAT WAS THE INVESTING ENVIRONMENT LIKE DURING THE PERIOD?
B.D. One could almost divide the past six months into two distinct periods.
From the end of October through February, there was a consensus in the
market that the economy was slowing, inflation was under control and the
Federal Reserve Board would continue lowering interest rates to stimulate
growth, a strategy it had pursued through much of 1995. The strike at
General Motors, the government shutdown and bad weather that hindered sales
during the winter helped reinforce these perceptions. Amid doubts about
economic strength, investors favored big blue chip growth stocks because
these companies tend to have steady earnings growth regardless of the
economic environment. However, starting in March, we saw a dramatic shift.
There were indications that the economy was in much better shape than
expected. Inflation fears dashed hopes for future interest rate cuts, and
the bond market went into a tailspin. The signs of an improving economy
encouraged investors to look beyond the larger-company stocks and, since
then, stocks of smaller and mid-sized companies generally have led the
market. Many of these companies benefit from a stronger economy because it
helps them post better earnings growth.
Q. WHILE THE FUND HAS DONE QUITE WELL, THERE MUST HAVE BEEN SOME STOCKS
THAT DIDN'T TURN OUT AS WELL AS YOU WOULD HAVE LIKED . . .
B.D. Even though they had a strong second half in 1995, the fund's
investments in the regional Bell operating companies (RBOCs or Baby Bells)
turned in poor performances, largely because utility stocks tend to track
the bond market. With the bond market going into a significant slide in the
second half of the period, the fund's investments in BellSouth, NYNEX, SBC
Communications and Ameritech were drags on performance.
Q. TURNING TO YOU, RICH, WHAT CHANGES HAVE YOU MADE TO THE FUND SINCE
TAKING OVER?
R.F. The changes I've made are a result of my running the fund with a
value-oriented style, as Bettina did before me. To that end, I've sold out
of some of the stocks and sectors that I believed had become fairly valued
or overpriced, replacing them with stocks that I found to be relatively
cheap. As I said, these moves are indicative of my overall strategy: I look
for cheap stocks or inexpensive sectors. It also helps if there is some
sort of catalyst that will improve a company's business prospects. For
example, I've increased the fund's investments in the retail sector. This
is a group that has been out of favor in the market for some time, mainly
due to concerns about overcapacity, or too many stores. However, I believe
this is still a viable sector, and have added stocks such as Wal-Mart, Toys
"R" Us and Home Depot, all of which were selling at attractive valuations
well below their highs of up to three years ago. These companies enjoy some
of the best reputations in the sector, have taken steps to address the
problems posed by too many stores, and are taking positive steps to keep
expenses down and improve profit margins rather than focusing on market
share.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
R.F. It looks as if it's going to be a stock picker's market. Over the past
four months, small- and mid-sized company stocks have started to catch up
to and perform better than the large-company issues that had been the
market leaders over much of 1995, a trend I think will continue. With the
exception of Europe, most of the world's economies look as if they are
doing well. The economic rebound we've seen in Japan should help, as should
the recent reductions in interest rates in Germany. In addition,
California, which by itself is one of the world's largest economies, has
bounced back and should produce a similar effect. With economic activity
picking up, company earnings and profit margins should be in pretty good
shape. The major stock market indices may go up and down, but a number of
individual stocks and some
industries should do better than the averages. I don't think we will see a
bad bear market because there doesn't appear to be inflation on the
horizon, and interest rates should remain low.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGERS' VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

TOP TEN STOCKS AS OF APRIL 30, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

British Petroleum PLC ADR 1.8 1.5

Wal-Mart Stores, Inc. 1.6 0.7

American Express Co. 1.4 2.5

Schlumberger Ltd. 1.4 1.7

Unifi, Inc. 1.3 0.0

Deluxe Corp. 1.3 0.0

Brinker International, Inc. 1.3 0.0

Amerada Hess Corp. 1.3 0.9

Silicon Graphics, Inc. 1.2 0.0

American Standard Companies, Inc. 1.2 0.0

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Basic Industries 12.1 5.6

Durables 12.1 6.0

Energy 10.8 8.0

Retail & Wholesale 10.5 2.3

Industrial Machinery & Equipment 8.6 4.4

ASSET ALLOCATION
AS OF APRIL 30, 1996 * AS OF OCTOBER 31, 1995 **
Stocks 91.6%
Bonds 0.0%
Short-term
investments 8.4%
FOREIGN
INVESTMENTS 9.5%
Stocks 86.4%
Bonds 5.6%
Short-term
investments 8.0%
FOREIGN
INVESTMENTS 6.4%
Row: 1, Col: 1, Value: 8.4
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 91.59999999999999
Row: 1, Col: 1, Value: 8.0
Row: 1, Col: 2, Value: 5.6
Row: 1, Col: 3, Value: 86.40000000000001
*
**
INVESTMENTS APRIL 30, 1996 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 91.4%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.7%
AEROSPACE & DEFENSE - 0.4%
Harsco Corp. 261,400 $ 18,004
Precision Castparts Corp. 203,600 8,831
26,835
DEFENSE ELECTRONICS - 0.3%
Litton Industries, Inc. (a) 321,400 14,584
Raytheon Co. 126,800 6,419
21,003
TOTAL AEROSPACE & DEFENSE 47,838
BASIC INDUSTRIES - 12.1%
CHEMICALS & PLASTICS - 8.6%
Betz Laboratories, Inc. 1,085,600 48,445
du Pont (E.I.) de Nemours & Co. 876,600 70,457
Ferro Corp. 613,700 17,030
Great Lakes Chemical Corp. 900,080 61,430
IMC Fertilizer Group, Inc. 418,000 15,414
Minnesota Mining & Manufacturing Co. 811,900 53,382
Monsanto Co. 395,900 59,979
Nalco Chemical Co. 1,988,000 60,634
Praxair, Inc. 999,700 38,613
Raychem Corp. 637,200 49,622
Schulman (A.), Inc. 1,436,400 31,242
Sekisui Chemical Co. Ltd. 821,000 10,306
Union Carbide Corp. 1,449,500 65,952
582,506
IRON & STEEL - 0.9%
Armco, Inc. (a) 1,810,400 10,184
Inland Steel Industries, Inc. 953,700 23,485
Nucor Corp. 136,500 7,678
TriMas Corp. 827,600 19,552
60,899
METALS & MINING - 1.5%
Alcan Aluminium Ltd. 661,579 21,032
Aluminum Co. of America 784,000 48,902
Pechiney SA Class A 614,163 28,915
98,849
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
PACKAGING & CONTAINERS - 0.9%
Caradon PLC 1,912,300 $ 6,630
Crown Cork & Seal Co., Inc. 1,221,600 57,568
64,198
PAPER & FOREST PRODUCTS - 0.2%
International Paper Co. 158,600 6,324
Weyerhaeuser Co. 207,200 10,256
16,580
TOTAL BASIC INDUSTRIES 823,032
CONGLOMERATES - 2.6%
Allied-Signal, Inc. 400 23
American Standard Companies, Inc. (a) 2,851,200 80,546
Coltec Industries, Inc. (a) 2,435,400 31,660
Tyco International Ltd. 1,442,484 55,716
Whitman Corp. 401,600 10,140
178,085
CONSTRUCTION & REAL ESTATE - 1.6%
BUILDING MATERIALS - 1.1%
Masco Corp. 2,499,000 68,098
Schuller Corp. 293,200 2,822
70,920
CONSTRUCTION - 0.5%
Daiwa House Industry Co. Ltd. 1,323,000 21,011
McDermott (J. Ray) SA 626,000 15,259
36,270
ENGINEERING - 0.0%
EG & G, Inc. 76,700 1,687
TOTAL CONSTRUCTION & REAL ESTATE 108,877
DURABLES - 12.1%
AUTOS, TIRES, & ACCESSORIES - 3.8%
Arvin Industries, Inc. 197,300 4,439
Bandag, Inc. 210,600 10,556
Borg-Warner Automotive, Inc. 101,500 3,870
Cummins Engine Co., Inc. 807,100 37,732
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
AUTOS, TIRES, & ACCESSORIES - CONTINUED
Danaher Corp. 3,400 $ 134
Eaton Corp. 320,800 19,408
Ford Motor Co. 417,800 14,989
Genuine Parts Co. 205,900 9,111
Johnson Controls, Inc. 308,600 22,065
Michelin SA (Compagnie
Generale des Etablissements) Class B 200,000 9,903
PACCAR, Inc. 244,900 12,123
SPX Corp. (c) 706,600 16,252
Scania AB:
Class A (a) 105,500 2,920
Class B (a) 105,500 2,912
Snap-on Tools Corp. 1,020,800 48,998
Superior Industries International, Inc. 247,100 6,764
Volvo AB Class B 1,490,000 34,110
256,286
CONSUMER ELECTRONICS - 2.1%
Black & Decker Corp. 731,400 29,439
Electrolux AB 500,000 25,175
Newell Co. 22,100 630
Sunbeam-Oster, Inc. (a)(c) 4,567,700 63,377
Whirlpool Corp. 421,500 25,343
143,964
HOME FURNISHINGS - 1.0%
Heilig-Meyers Co. (c) 3,344,100 68,972
TEXTILES & APPAREL - 5.2%
Burlington Industries, Inc. (a) 1,600,000 18,600
Fruit of the Loom, Inc. Class A (a) 2,370,700 62,527
Intimate Brands, Inc. Class A 1,468,000 31,012
Reebok International Ltd. 900,000 26,100
Russell Corp. 1,396,100 36,299
Stride Rite Corp. 1,875,600 18,053
Unifi, Inc. (c) 3,394,800 91,235
Warnaco Group, Inc. Class A 1,493,300 39,199
Westpoint Stevens, Inc. Class A 1,265,100 26,567
349,592
TOTAL DURABLES 818,814
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - 10.8%
COAL - 0.1%
MAPCO, Inc. 152,100 $ 8,860
ENERGY SERVICES - 4.1%
BJ Services Co. (a) 459,986 17,652
Baker Hughes, Inc. 2,500,000 79,375
Helmerich & Payne, Inc. (c) 1,318,600 48,623
McDermott International, Inc. 186,200 3,910
Schlumberger Ltd. 1,058,900 93,448
Weatherford Enterra, Inc. (a) 1,014,547 35,763
278,771
OIL & GAS - 6.6%
Amerada Hess Corp. 1,509,200 85,458
British Petroleum PLC ADR 1,136,390 124,151
Burlington Resources, Inc. 2,000,000 74,500
Coastal Corp. (The) 1,100,000 43,588
Occidental Petroleum Corp. 2,332,600 60,064
Royal Dutch Petroleum Co. 374,500 53,647
USX-Marathon Group 185,600 4,083
445,491
TOTAL ENERGY 733,122
FINANCE - 6.1%
BANKS - 0.9%
Bank of New York Co., Inc. 897,000 43,505
Fleet Financial Group, Inc. 353,539 15,202
58,707
CREDIT & OTHER FINANCE - 1.8%
American Express Co. 2,004,203 97,204
Beneficial Corp. 467,700 25,840
123,044
INSURANCE - 3.4%
Alexander & Alexander Services, Inc. 439,400 8,294
Allstate Corp. 830,000 32,266
Berkley (W.R.) Corp. 297,300 12,784
General Re Corp. 309,300 44,191
ITT Hartford Group, Inc. 726,600 35,513
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Loews Corp. 590,400 $ 45,018
MBIA, Inc. 77,200 5,510
NAC Re Corp. 266,800 8,738
Old Republic International Corp. 300,000 6,600
PMI Group, Inc. 331,500 14,089
Reliance Group Holdings, Inc. 598,100 4,785
Terra Nova Holdings Ltd. 656,000 11,152
228,940
SECURITIES INDUSTRY - 0.0%
Lehman Brothers Holdings, Inc. 33,500 850
TOTAL FINANCE 411,541
HEALTH - 3.1%
DRUGS & PHARMACEUTICALS - 0.7%
Sigma Aldrich Corp. 189,300 10,222
Takeda Chemical Industries Ltd. 1,179,000 20,294
Yamanouchi Pharmaceutical Co. Ltd. 738,000 17,405
47,921
MEDICAL EQUIPMENT & SUPPLIES - 1.1%
Bausch & Lomb, Inc. 1,233,900 49,202
Hillenbrand Industries, Inc. 640,600 24,343
73,545
MEDICAL FACILITIES MANAGEMENT - 1.3%
Columbia/HCA Healthcare Corp. 988,500 52,514
Health Systems International, Inc. (a) 211,200 6,521
Tenet Healthcare Corp. (a) 1,366,500 28,013
87,048
TOTAL HEALTH 208,514
INDUSTRIAL MACHINERY & EQUIPMENT - 8.6%
ELECTRICAL EQUIPMENT - 3.5%
Alcatel Alsthom Cie Generale d'Electricite SA 300,000 28,190
AMETEK, Inc. (c) 3,305,000 63,621
Mitsubishi Electric Co. Ord. 5,000,000 39,180
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
ELECTRICAL EQUIPMENT - CONTINUED
Scientific-Atlanta, Inc. 1,427,100 $ 26,401
Sensormatic Electronics Corp. 1,435,000 29,238
Westinghouse Electric Corp. 2,600,000 49,075
235,705
INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%
BW/IP Holdings, Inc. Class A 72,200 1,489
Detroit Diesel Corp. (a) 10,000 191
Harnischfeger Industries, Inc. 776,000 31,428
Ingersoll-Rand Co. 687,400 26,637
Keystone International, Inc. 1,468,100 32,115
Stewart & Stevenson Services, Inc. 864,000 25,380
Tenneco, Inc. 46,500 2,552
119,792
POLLUTION CONTROL - 3.4%
Browning-Ferris Industries, Inc. 2,497,300 80,538
Safety Kleen Corp. (c) 4,890,700 73,361
WMX Technologies, Inc. 2,171,100 75,446
229,345
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 584,842
MEDIA & LEISURE - 4.4%
LEISURE DURABLES & TOYS - 0.3%
Hasbro, Inc. 349,200 12,833
Outboard Marine Corp. 198,200 3,914
16,747
LODGING & GAMING - 1.4%
Circus Circus Enterprises, Inc. (a) 842,300 30,955
Host Marriott Corp. 574,800 7,688
ITT Corp. 865,100 52,663
Mirage Resorts, Inc. (a) 108,300 5,672
96,978
PUBLISHING - 0.5%
Harcourt General, Inc. 132,100 5,812
Knight-Ridder, Inc. 79,600 5,761
Times Mirror Co. Class A 519,500 22,144
33,717
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 2.2%
Brinker International, Inc. (a)(c) 4,940,100 $ 86,452
Cracker Barrel Old Country Store, Inc. 263,900 6,235
Darden Restaurants, Inc. 4,115,500 56,588
149,275
TOTAL MEDIA & LEISURE 296,717
NONDURABLES - 4.3%
BEVERAGES - 0.8%
Anheuser-Busch Companies, Inc. 718,800 48,249
Brahma (Cia Cervejaria) PN Class B (Pfd. Reg.) 14,214,000 6,835
55,084
FOODS - 1.2%
Dole Food, Inc. 1,302,500 52,100
Tyson Foods, Inc. 1,147,000 28,532
80,632
HOUSEHOLD PRODUCTS - 0.8%
First Brands Corp. 340,600 9,026
Rubbermaid, Inc. 1,682,600 47,533
56,559
TOBACCO - 1.5%
Philip Morris Companies, Inc. 346,400 31,219
RJR Nabisco Holdings Corp. 2,348,267 70,154
101,373
TOTAL NONDURABLES 293,648
PRECIOUS METALS - 0.3%
Agnico Eagle Mines Ltd. 1,184,800 21,703
RETAIL & WHOLESALE - 10.5%
APPAREL STORES - 1.7%
Filene's Basement Corp. (a)(c) 1,927,310 7,589
Limited, Inc. (The) 3,161,921 65,610
TJX Companies, Inc. 1,530,600 45,153
118,352
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - 6.2%
Dayton Hudson Corp. 776,900 $ 74,194
Dillard Department Stores, Inc. Class A 1,064,700 42,721
Family Dollar Stores, Inc. 1,949,600 29,731
Federated Department Stores, Inc. (a) 2,156,700 71,980
Ito-Yokado Co. Ltd. 700,000 41,073
May Department Stores Co. (The) 232,800 11,873
Price/Costco, Inc. (a) 1,025,000 19,475
Sears, Roebuck & Co. 372,200 18,563
Wal-Mart Stores, Inc. 4,454,700 106,356
Woolworth Corp. (a) 123,200 2,356
418,322
GROCERY STORES - 0.7%
Great Atlantic & Pacific Tea Co., Inc. 500,000 17,438
Supervalu, Inc. 1,000,000 32,000
49,438
RETAIL & WHOLESALE, MISCELLANEOUS - 1.9%
Duty Free International, Inc. (c) 1,391,600 18,613
Home Depot, Inc. (The) 637,000 30,178
Pier 1 Imports, Inc. (c) 3,206,900 42,892
Tandy Corp. 178,400 9,255
Toys "R" Us, Inc. (a) 903,200 25,177
126,115
TOTAL RETAIL & WHOLESALE 712,227
SERVICES - 4.4%
PRINTING - 2.2%
Deluxe Corp. 2,501,800 87,563
Donnelley (R.R.) & Sons Co. 1,621,200 58,363
Nashua Corp. 235,700 3,270
149,196
SERVICES - 2.2%
ADT Ltd. (a) 2,029,100 34,495
CPI Corp. 331,400 5,758
Ideon Group, Inc. (c) 1,505,700 19,762
Jostens, Inc. 414,500 9,326
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - CONTINUED
SERVICES - CONTINUED
Sotheby's Holdings, Inc. Class A (c) 1,981,100 $ 27,983
Western Atlas, Inc. (a) 898,800 53,928
151,252
TOTAL SERVICES 300,448
TECHNOLOGY - 5.6%
COMPUTERS & OFFICE EQUIPMENT - 2.9%
Compaq Computer Corp. (a) 233,200 10,873
International Business Machines Corp. 100,000 10,750
Pitney Bowes, Inc. 1,336,400 65,150
Silicon Graphics, Inc. (a) 2,755,200 81,623
Wang Laboratories, Inc. (a) 1,268,651 30,051
198,447
ELECTRONIC INSTRUMENTS - 0.2%
Measurex Corp. 375,800 10,898
ELECTRONICS - 1.5%
AMP, Inc. 1,748,200 78,232
Thomas & Betts Corp. 398,000 15,671
VLSI Technology, Inc. (a) 345,800 6,030
99,933
PHOTOGRAPHIC EQUIPMENT - 1.0%
Fuji Photo Film Co. Ltd. 1,500,000 46,503
Polaroid Corp. 457,300 20,579
67,082
TOTAL TECHNOLOGY 376,360
TRANSPORTATION - 3.4%
RAILROADS - 1.4%
Bombardier, Inc. Class B 1,416,700 19,918
Burlington Northern Santa Fe Corp. 781,942 68,420
CSX Corp. 134,400 6,888
95,226
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - 2.0%
Airborne Freight Corp. (c) 1,550,200 $ 40,887
Caliber System, Inc. 1,314,100 52,728
Consolidated Freightways, Inc. 1,090,100 28,479
Hunt (J.B.) Transport Services, Inc. 549,000 11,186
Roadway Express, Inc. 13,900 207
133,487
TOTAL TRANSPORTATION 228,713
UTILITIES - 0.8%
TELEPHONE SERVICES - 0.8%
BCE, Inc. 256,400 10,081
Comsat Corp., Series 1 181,700 5,542
Lucent Technologies, Inc. (a) 947,000 33,262
NYNEX Corp. 82,200 4,037
TOTAL UTILITIES 52,922
TOTAL COMMON STOCKS
(Cost $5,463,944) 6,197,403
CONVERTIBLE PREFERRED STOCKS - 0.2%
FINANCE - 0.1%
INSURANCE - 0.1%
Allstate Corp. exchangeable $.575 237,700 9,151
TECHNOLOGY - 0.1%
COMPUTERS & OFFICE EQUIPMENT - 0.1%
Wang Labs, Inc. $3.25 (b) 67,500 3,696
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $12,804) 12,847
CONVERTIBLE BONDS - 0.0%
MOODY'S PRINCIPAL VALUE (NOTE 1)
RATINGS AMOUNT (B) (000S) (000S)
SERVICES - 0.0%
ADT Operations, Inc. liquid yield
option notes 0%, 7/6/10
(Cost $1,986) Ba3 $ 4,920 $ 2,534
REPURCHASE AGREEMENTS - 8.4%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.33%, dated
4/30/96 due 5/1/96 $ 567,307 567,223
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $6,045,957) $ 6,780,007
LEGEND
1. Non-income producing
2. 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 $3,696,000 or 0.1% of net
assets.
3. Affiliated company (see Note 7 of Notes to Financial Statements).
INCOME TAX INFORMATION
At April 30, 1996, the aggregate cost of investment securities for income
tax purposes was $6,047,289,000. Net unrealized appreciation aggregated
$732,718,000, of which $787,980,000 related to appreciated investment
securities and $55,262,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) APRIL 30, 1996 (UNAUDITED)

Investment in securities, at value (including repurchase $ 6,780,007
agreements of $567,223) (cost $6,045,957) -
See accompanying schedule

Receivable for investments sold 12,078

Receivable for fund shares sold 18,909

Dividends receivable 5,637

Other receivables 84

TOTAL ASSETS 6,816,715

LIABILITIES

Payable for investments purchased $ 99,238

Payable for fund shares redeemed 19,881

Accrued management fee 3,670

Other payables and accrued expenses 2,134

TOTAL LIABILITIES 124,923

NET ASSETS $ 6,691,792

Net Assets consist of:

Paid in capital $ 5,274,039

Undistributed net investment income 21,750

Accumulated undistributed net realized gain (loss) on 661,956
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 734,047
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 124,368 shares outstanding $ 6,691,792

NET ASSET VALUE, offering price and redemption price per $53.81
share ($6,691,792 (divided by) 124,368 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)

INVESTMENT INCOME $ 49,618
Dividends (including $646 received from affiliated
issuers)

Interest 19,526

TOTAL INCOME 69,144

EXPENSES

Management fee $ 17,935
Basic fee

Performance adjustment 2,924

Transfer agent fees 6,158

Accounting fees and expenses 397

Non-interested trustees' compensation 10

Custodian fees and expenses 35

Registration fees 491

Audit 20

Legal 22

Interest 3

Miscellaneous 33

Total expenses before reductions 28,028

Expense reductions (548) 27,480

NET INVESTMENT INCOME 41,664

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

Investment securities (including realized gain (loss) of 667,553
$2,453 on sales of investments in affiliated issuers)

Foreign currency transactions 7 667,560

Change in net unrealized appreciation (depreciation) on:

Investment securities 189,546

Assets and liabilities in foreign currencies (6) 189,540

NET GAIN (LOSS) 857,100

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 898,764
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED OCTOBER 31,
APRIL 30,1996 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 41,664 $ 68,955
Net investment income

Net realized gain (loss) 667,560 180,143

Change in net unrealized appreciation (depreciation) 189,540 367,063

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 898,764 616,161
FROM OPERATIONS

Distributions to shareholders (50,880) (14,249)
From net investment income

From net realized gain (183,376) (191,161)

TOTAL DISTRIBUTIONS (234,256) (205,410)

Share transactions 2,148,644 2,817,479
Net proceeds from sales of shares

Reinvestment of distributions 229,199 201,637

Cost of shares redeemed (1,413,842) (2,081,548)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 964,001 937,568
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 1,628,509 1,348,319

NET ASSETS

Beginning of period 5,063,283 3,714,964

End of period (including undistributed net investment $ 6,691,792 $ 5,063,283
income of $21,750 and $33,515, respectively)

OTHER INFORMATION
Shares

Sold 42,358 64,443

Issued in reinvestment of distributions 4,685 5,019

Redeemed (27,898) (47,325)

Net increase (decrease) 19,145 22,137

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED OCTOBER 31,
ENDED APRIL 30,
1996

(UNAUDITED) 1995 1994 G 1993 1992 D 1991

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

Net asset value, $ 48.12 $ 44.71 $ 42.78 $ 33.41 $ 30.19 $ 23.61
beginning of period

Income from Investment .34 .70 E .54 E .55 E, .64 E .81
Operations F
Net investment
income

Net realized and 7.56 5.16 4.53 9.20 3.43 6.94
unrealized gain
(loss)

Total from investment 7.90 5.86 5.07 9.75 4.07 7.75
operations

Less Distributions (.48) (.17) (.34) (.23) (.85) (1.17)
From net investment
income

From net realized (1.73) (2.28) (2.80) (.15) - -
gain

Total distributions (2.21) (2.45) (3.14) (.38) (.85) (1.17)

Net asset value, end $ 53.81 $ 48.12 $ 44.71 $ 42.78 $ 33.41 $ 30.19
of period

TOTAL RETURN B, C 16.88% 14.19% 12.90% 29.46% 14.09% 34.09%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 6,692 $ 5,063 $ 3,715 $ 1,623 $ 331 $ 124
period (in millions)

Ratio of expenses to .97% A .97% 1.10% 1.12% 1.00% .98%
average net assets

Ratio of expenses to .95% A, .96% 1.08% 1.11% 1.00% .98%
average net assets H H H H
after expense
reductions

Ratio of net investment 1.44% A 1.58% 1.29% 1.43% 2.01% 2.93%
income to average
net assets

Portfolio turnover rate 193% A 125% 112% 117% 81% 137%

Average commission $ .0362
rate I

</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 AS OF NOVEMBER 1, 1991 THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
E NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
F INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH AMOUNTED TO
$.11 PER SHARE.
G 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
H FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 6 OF
NOTES TO FINANCIAL STATEMENTS).
I FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1996 (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 financial statements have been prepared
in conformity with generally accepted accounting principles which permit
management to make certain estimates and assumptions at the date of the
financial statements. 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 substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Investment income
is recorded
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, 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. 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
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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 U.S. Treasury or Federal Agency securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $5,967,008,000 and $5,227,299,000 respectively, of which U.S.
government and government agency obligations aggregated $152,086,000 and
$394,028,000, 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 .2500% 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 .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 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. For the
period, the transfer agent fees were equivalent to an annualized rate of
.21 % of average net assets.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
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 $1,662,000 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 balance during the period for which
the loan was outstanding amounted to $20,223,000. The weighted average
interest rate was 5.8125%.
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
$493,000 under this arrangement.
In addition, the fund has entered into an arrangement with its transfer
agent whereby interest earned on uninvested cash balances was used to
offset a portion of the fund's expenses. During the period, the fund's
transfer agent fees were reduced by $55,000 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 during the period with
companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Airborne Freight Corp. $ 5,222 $ - $ - $ 40,887
AMETEK, Inc. - - 198 63,621
Brinker International, Inc. - - - 86,452
Duty Free International, Inc. - - 83 18,613
Filene's Basement Corp. - - - 7,589
Heilig-Myers Co. 2,086 - 227 68,972
Helmerich & Payne, Inc. - 7,777 - 48,623
Ideon Group, Inc. - 8,856 - 19,762
Pier 1 Imports, Inc. 3,713 - - 42,892
SPX Corp. 1,171 317 138 16,252
Safety Kleen Corp. 1,938 - - 73,361
Sotheby's Holdings, Inc. Class A - - - 27,983
Sunbeam-Oster, Inc. 625 - - 63,377
Unifi, Inc. - - - 91,235
TOTALS $ 14,755 $ 16,950 $ 646 $ 669,619
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
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, 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
Large Cap Stock 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