FIDELITY CAPITAL TRUST, N-30D, 1996-12-17

FIDELITY CAPITAL TRUST
N-30D, 1996-12-17

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(2_FIDELITY_LOGOS)FIDELITY

STOCK SELECTOR

ANNUAL REPORT
OCTOBER 31, 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 22 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 26 Notes to the financial statements.

REPORT OF INDEPENDENT 30 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 31

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.
To reduce expenses and demonstrate respect for our environment, we have
initiated a project through which we will begin eliminating duplicate
copies of most financial reports and prospectuses to most households, even
if they have more than one account in the fund. If additional copies of
financial reports, prospectuses or historical account information are
needed, please call 1-800-544-6666.
PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
Although stocks have managed to post solid returns through the first 10
months of 1996, signs of strength in the economy have led to inflation
fears, causing some uncertainty in both the stock and 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 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 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 OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Stock Selector 13.51% 117.68% 231.57%

S&P 500(registered trademark) 24.10% 106.02% 178.57%

Growth Funds Average 18.47% 90.28% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
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 widely recognized, unmanaged index of
common stocks. 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 642 mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. over the past 12 months. Both benchmarks include
reinvested dividends and capital gains, if any, and exclude the effects of
sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Stock Selector 13.51% 16.83% 21.72%

S&P 500 24.10% 15.55% 18.29%

Growth Funds Average 18.47% 13.44% n/a

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Stock Selector on September 28, 1990, when the fund
started. As the chart shows, by October 31, 1996, the value of the
investment would have grown to $33,157 - a 231.57% increase on the initial
investment. For comparison, look at how the S&P 500 did over the same
period. With dividends reinvested, the same $10,000 investment would have
grown to $27,857 - a 178.57% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
growth in the long run and
volatility in the short run. In
turn, the share price and
return of a fund that invests in
stocks will vary. That means if
you sell your shares during a
market downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
Paced by the robust performance
of blue chip stocks, the U.S. stock
market posted strong gains for the
year that ended October 31, 1996.
The Standard & Poor's 500 Index
returned 24.10% during the period
- - well above its long-term average
of about 12%. The stock market
spent much of the past year
breaking price and trading volume
records. Solid corporate earnings
reports, large cash inflows into
mutual funds, widespread optimism
and a generally favorable interest
rate environment propelled share
prices higher. Large capitalization
stocks thrived as investors sought
their lower volatility and higher
degree of liquidity over smaller cap
stocks in an environment where it
was sometimes difficult to discern
the health of the economy. The Dow
Jones Industrial Average closed
above 6000 for the first time in
October. While short-term confusion
over the direction of interest rates
created a volatile backdrop in the
summer months, stocks rallied again
when the Federal Reserve Board
left short-term interest rates
unchanged and it appeared inflation
would not be an issue for the
remainder of 1996. Smaller-company
stocks posted strong gains at the
beginning of 1996, but trended
downward in the spring and
summer because their earnings
tend to be more affected by the
higher borrowing costs brought on
by higher rates. When interest rate
fears subsided, these stocks
rebounded, only to fade toward the
end of the period due to earnings
concerns and a general flight to
quality.
An interview with Brad Lewis, Portfolio Manager of Fidelity Stock Selector
Q. BRAD, HOW DID THE FUND PERFORM?
A. For the year that ended October 31, 1996, the fund returned 13.51%. The
growth funds average for the same time period was 18.47%, according to
Lipper Analytical Services.
Q. WHY DID THE FUND UNDERPERFORM?
A. Much of the damage occurred early in the fiscal year. I bought a number
of semi-conductor, capital equipment and instrumentation stocks in November
1995 that had been declining since September. Unfortunately, the stocks
continued to plummet and significantly underperformed the Standard & Poor's
500 Index during the first quarter of the fiscal year. Additionally, during
the past 12 months, the market has been very tough on all but the biggest
stocks. The traditionally low growth, high priced stocks that make up a
good portion of the Standard & Poor's 500 Index have been rewarded with
higher and higher stock prices, while the historically smaller,
faster-growing stocks that this fund owns have been penalized. This
divergence, known as market breadth, is difficult to overcome given the
types of stocks this fund owns. Put another way, during the past six
months, the S&P is up 9.08%, while the Russell 2000 is down 1.53%. This
10.6 percentage point spread is unusual and quite overwhelming. In
addition, nearly 13% of the fund's investments are in foreign stocks and
many international markets didn't perform very well during the period.
Q. WHAT CHANGES HAVE YOU MADE TO THE FUND'S QUANTITATIVE MODELS SINCE THE
LAST REPORT SIX MONTHS AGO?
A. The quantitative group within Fidelity developed and is using a
proprietary optimizer that is much more flexible than the commercial one I
used before. An optimizer is the computer program that takes the expected
returns of stocks and reconciles them with factors such as liquidity and
desired industry weightings to help determine which stocks the fund should
own.
Q. WHAT STOCKS CONTRIBUTED TO THE FUND'S PERFORMANCE DURING THE PAST SIX
MONTHS?
A. The fund was slightly overweighted in financial stocks versus the index,
which helped performance. For instance, Travelers Group, the largest
holding in the fund, performed well based on strong sales of its variable
annuity products. In the third quarter of 1996, the stock's earnings per
share increased by 29%. Bank of Boston, another financial holding, had high
earnings growth in the second quarter of 1996. The company's business
prospects continued to improve after its merger with BayBanks. Another
financial holding, BankAmerica, had above-average credit quality, an
increase of 19% in earnings per share and an upward earnings revision. Both
Bank of Boston and BankAmerica were sold by the end of the period because I
felt neither stock had significant upside potential.
Q. WHERE ELSE DID YOU FIND OPPORTUNITIES?
A. NIKE, another top 10 holding, also contributed to the fund's
performance. The company had excellent business prospects during the period
and saw increasing orders. Its revenues were up 34% in the third quarter of
1996. Another strong contributor was Safeway, a major supermarket chain,
which experienced strong earnings growth and improving earnings estimates.
I sold holdings in Safeway by the end of the period when I felt it had
reached full value. Another holding, Clorox, benefited from the general
rise in consumer nondurable stocks during the past six months.
Q. WHICH STOCKS PROVED DISAPPOINTING DURING THE PERIOD?
A. The fund suffered from its large holding in WorldCom, which lost 25% of
its value after it announced it would purchase MFS Communications, another
communications company. The stock, some of which I continue to hold,
rebounded somewhat by the end of the period. Another holding, Northwest
Airlines, suffered from rising fuel costs despite strong sales and
earnings.
Q. WHAT'S YOUR VIEW ON FOREIGN STOCKS?
A. I've increased the fund's foreign holdings from 5.7% of investments six
months ago to 12.7% of investments at the end of the period. The reason I
did so is that the stock market in the U.S. continues to rise while certain
economic indicaters are looking less favorable, which could lead to market
volatility. When this happens, foreign markets look more attractive because
they have a low correlation with the U.S. market.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. I expect earnings growth to decelerate, which will make stock selection
much more important going forward. I welcome that change since I believe
this fund can outperform in an environment of decelerating earnings because
I try to emphasize stocks with earnings growth that is greater than the
overall market.
FUND FACTS
GOAL: to increase the value of
the fund's shares by investing
mainly in common stocks that
are determined, through both
technical and fundamental
analysis, to be undervalued
compared to others in their
industries
FUND NUMBER: 320
TRADING SYMBOL: FDSSX
START DATE: September 28,
1990
SIZE: as of October 31, 1996,
more than $1.5 billion
MANAGER: Bradford Lewis,
since 1990; manager,
Fidelity Disciplined Equity,
since 1988; Fidelity Small
Cap Stock Fund, since
1993; joined Fidelity in 1985
(checkmark)
BRAD LEWIS ON HIS INVESTMENT
PHILOSOPHY:
"Smaller companies
generally have a much greater
potential for increasing their
earnings than do the larger
companies that dominate the
S&P 500 Index. However, in a
market environment in which
well-known consumer
nondurable companies are
favored over smaller,
higher-growth stocks, it's
difficult for smaller companies
to outperform the market.
"I think that altering this fund's
holdings in favor of
slower-growing, high-priced
stocks because they're
temporarily in favor would be
a disservice to shareholders.
That's not what this fund was
designed to do. Instead, my
goal is to maintain a diversified
portfolio of stocks whose
earnings and revenue growth
are stronger than that of the
overall market. I think that if I
continue to employ
quantitative and fundamental
research methods to
reconcile value and growth
with near-term earnings
prospects, the fund will be in a
better position to outperform
the overall market over time.
"During the past six months,
we've seen the market really
bid up expensive consumer
nondurable stocks. While it
may be frustrating in the near
term, I believe that investors
with a longer time horizon are
much better off owning smaller
stocks with better growth
prospects and lower
price-to-earnings multiples."
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.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Travelers, Inc. (The) 3.9 3.0

Texaco, Inc. 3.5 2.9

NIKE, Inc. Class B 3.2 3.0

First Union Corp. 2.8 0.3

Merck & Co., Inc. 2.6 0.0

Texas Utilities Co. 2.4 2.7

Western Digital Corp. 2.1 0.0

WorldCom, Inc. 2.1 2.6

First Bank System, Inc. 1.8 0.6

Pitney Bowes, Inc. 1.6 0.0

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Finance 18.1 23.3

Technology 13.7 22.2

Energy 11.5 10.8

Utilities 10.4 8.6

Health 8.4 5.8

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF OCTOBER 31, 1996 * AS OF APRIL 30, 1996 **
Row: 1, Col: 1, Value: 12.0
Row: 1, Col: 2, Value: 44.0
Row: 1, Col: 3, Value: 44.0
Row: 1, Col: 1, Value: 9.6
Row: 1, Col: 2, Value: 40.4
Row: 1, Col: 3, Value: 50.0
Stocks 88.0%
Short-term
investments 12.0%
FOREIGN
INVESTMENTS 12.7%
Stocks 90.4%
Short-term
investments 9.6%
FOREIGN
INVESTMENTS 5.7%
*
**
INVESTMENTS OCTOBER 31, 1996

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 87.8%
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - 1.7%
CHEMICALS & PLASTICS - 1.2%
Bayer AG 60,000 $ 2,261
Cytec Industries, Inc. (a) 221,000 7,901
Hokko Chemical Industry Co. Ltd. 75,000 462
Raychem Corp. 75,000 5,859
Sealed Air Corp. (a) 75,000 2,916
Sekisui Chemical Co. Ltd. 60,000 668
20,067
IRON & STEEL - 0.1%
Thyssen AG Ord. 5,000 894
METALS & MINING - 0.1%
Nittetsu Mining Co. Ltd. 80,000 684
Superior Telecom, Inc. (a) 42,500 755
1,439
PAPER & FOREST PRODUCTS - 0.3%
Fort Howard Corp. (a) 215,000 5,509
TOTAL BASIC INDUSTRIES 27,909
CONGLOMERATES - 2.0%
AlliedSignal, Inc. 392,000 25,676
Harris Corp. 121,000 7,578
33,254
CONSTRUCTION & REAL ESTATE - 1.2%
BUILDING MATERIALS - 0.8%
Armstrong World Industries, Inc. 126,000 8,410
USG Corp. (a) 149,000 4,396
12,806
CONSTRUCTION - 0.2%
Crossman Communities, Inc. (a) 10,000 186
Daiwa House Industry Co. Ltd. 40,000 554
McDermott (J. Ray) SA 40,000 1,085
Sekisui House Ltd. 50,000 526
U.S. Home Corp. (a) 47,100 1,019
3,370
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
ENGINEERING - 0.0%
Incentive AB Class A 15,000 $ 898
REAL ESTATE - 0.2%
Cheung Kong Holdings Ltd. 75,000 602
Stewart Enterprises, Inc. Class A 57,000 1,952
2,554
TOTAL CONSTRUCTION & REAL ESTATE 19,628
DURABLES - 6.6%
AUTOS, TIRES, & ACCESSORIES - 1.9%
Lear Corp. (a) 119,900 4,436
Magna International, Inc. Class A 30,000 1,508
Scania AB, Series B (warrants) (a) 40,000 38
TRW, Inc. 152,000 13,756
Toyota Motor Corp. 450,000 10,616
United Auto Group, Inc. 2,300 79
30,433
CONSUMER ELECTRONICS - 0.7%
Black & Decker Corp. 255,000 9,531
Citizen Watch Co. Ltd. Ord. 65,000 493
Matsushita Electric Industrial Co. Ltd. 75,000 1,197
Sony Corp. 20,000 1,198
12,419
TEXTILES & APPAREL - 4.0%
Jones Apparel Group, Inc. (a) 136,000 4,250
NIKE, Inc. Class B 876,400 51,598
St. John Knits 40,000 1,830
VF Corp. 114,000 7,453
65,131
TOTAL DURABLES 107,983
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - 11.5%
ENERGY SERVICES - 1.1%
Canadian Fracmaster Ltd. (a) 7,000 $ 32
IHC Caland NV 13,000 724
Noble Drilling Corp. (a) 803,000 14,956
Rowan Companies, Inc. (a) 100,000 2,237
17,949
OIL & GAS - 10.4%
Chevron Corp. 397,000 26,103
Cooper Cameron Corp. (a) 100,900 6,445
National-Oilwell, Inc. 2,000 46
Norsk Hydro AS ADR 10,000 459
Parker & Parsley Petroleum Co. 100,000 2,875
Pennzoil Co. 96,000 4,896
Phillips Petroleum Co. 600,000 24,600
Royal Dutch Petroleum Co. ADR 159,000 26,295
Shell Transport & Trading Co. PLC (Reg.) 100,000 1,638
Texaco, Inc. 559,000 56,808
Total SA sponsored ADR 10,224 399
United Meridian Corp. (a) 56,000 2,639
Unocal Corp. 450,000 16,481
169,684
TOTAL ENERGY 187,633
FINANCE - 18.1%
BANKS - 6.2%
ABN-AMRO Holdings NV 15,000 846
AmSouth Bancorporation 96,000 4,452
Australia & New Zealand Banking Group Ltd. 200,000 1,167
Comerica, Inc. 178,800 9,499
Credit National 6,000 316
Credito Italiano Ord. 300,000 306
Deutsche Bank AG 30,000 1,397
First Bank System, Inc. 458,000 30,228
First Union Corp. 637,122 46,351
Mercantile Bankshares Corp. 47,758 1,439
Mitsui Trust and Banking Co. Ltd. 50,000 482
ONBANCorp, Inc. 37,900 1,379
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Skandinaviska Enskilda Banken Class A Free shares 80,000 $ 668
Societe Generale Class A 6,000 645
Stadshypotek, Series A 25,000 655
Swedbank Class A 65,000 1,027
100,857
CLOSED END INVESTMENT COMPANY - 2.4%
All Seasons Global Fund, Inc. 108,300 474
Alliance Global Environment Fund 70,000 928
Austria Fund, Inc. (a) 351,000 3,071
Central European Equity Fund 51,284 1,006
Emerging Germany Fund, Inc. (a) 300,800 2,369
Emerging Markets Infrastructure Fund, Inc. 148,400 1,558
Five Arrows Chile Investment Trust Ltd. 1,650,000 4,785
France Growth Fund, Inc. 400,000 4,150
GT Global Developing Markets Fund 400,000 4,400
Global Health Sciences Fund (a) 20,000 340
Growth Fund of Spain, Inc. 411,000 4,983
Morgan Stanley Asia-Pacific Fund, Inc. 100,000 1,025
New Germany Fund, Inc. (The) 350,933 4,825
Southern Africa Fund, Inc. 30,600 505
TCW/DW Emerging Markets Opportunities Trust (SBI) 324,900 3,330
Templeton Dragon Fund, Inc. 85,000 1,190
38,939
CREDIT & OTHER FINANCE - 1.6%
Aames Financial Corp. 20,000 892
Finova Group, Inc. 156,000 9,633
First USA, Inc. 1,122 65
Greenpoint Financial Corp. 273,000 12,694
Investor AB Class B Free shares 40,000 1,610
PHH Corp. 54,000 1,607
Southern Pacific Funding Corp. (a) 1,000 32
26,533
INSURANCE - 5.0%
AMBAC, Inc. 52,000 3,250
American Reinsurance Corp. 70,000 4,506
Chiyoda Fire & Marine Insurance Co. Ltd. 60,000 309
Dai-Tokyo Fire & Marine Insurance Ord. 325,000 2,027
Dowa Fire & Marine Insurance Co. Ltd. (a) 150,000 741
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Old Republic International Corp. 185,500 $ 4,591
Royal & Sun Alliance Insurance Group PLC 101,207 694
Transatlantic Holdings, Inc. 29,000 2,088
Travelers, Inc. (The) 1,185,000 64,286
82,492
SAVINGS & LOANS - 0.5%
Golden West Financial Corp. 116,000 7,525
SECURITIES INDUSTRY - 2.4%
Canadian General Investment Ltd. 30,000 323
Franklin Resources, Inc. 93,100 6,564
Lehman Brothers Holdings, Inc. 795,000 19,974
Nomura Securities Co. Ltd. 380,000 6,265
Peregrine Investments Holdings Ltd. 100,000 161
United Asset Management Corp. 270,000 6,615
39,902
TOTAL FINANCE 296,248
HEALTH - 8.4%
DRUGS & PHARMACEUTICALS - 6.0%
Andrea-Noris Zahn 2,500 947
Astra AB Class A Free shares 15,000 688
Biogen, Inc. (a) 135,400 10,087
CIBA-GEIGY AG (Reg.) 2,000 2,456
Merck & Co., Inc. 574,000 42,548
Pfizer, Inc. 180,000 14,895
Sandoz AG (Reg.) 1,500 1,729
Schering-Plough Corp. 345,000 22,080
SmithKline Beecham PLC ADR 10,000 626
Takeda Chemical Industries Ltd. 100,000 1,710
97,766
MEDICAL EQUIPMENT & SUPPLIES - 1.3%
Abbott Laboratories 418,000 21,161
Instrumentarium OY Class B 12,000 433
21,594
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - 1.1%
HEALTHSOUTH Rehabilitation Corp. (a) 100,000 $ 3,750
OrNda Healthcorp (a) 503,000 13,707
17,457
TOTAL HEALTH 136,817
HOLDING COMPANIES - 0.0%
Partner Re Ltd. 30,000 863
INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%
ELECTRICAL EQUIPMENT - 0.4%
American Power Conversion Corp. (a) 29,800 637
General Electric Co. 39,000 3,773
Omron Corp. 50,000 890
Twentsche Kabel Holding NV 7,500 349
5,649
INDUSTRIAL MACHINERY & EQUIPMENT - 1.3%
Dover Corp. 210,600 10,820
Mitsubishi Heavy Industries Ltd. 1,350,000 10,359
Robbins & Myers, Inc. 8,000 180
21,359
POLLUTION CONTROL - 0.0%
Waste Management International PLC sponsored ADR (a) 60,000 548
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 27,556
MEDIA & LEISURE - 3.5%
BROADCASTING - 0.1%
Carlton Communications PLC 150,000 1,202
Grupo Radio Centro SA de CV sponsored ADR 17,900 123
1,325
ENTERTAINMENT - 1.4%
Carnival Cruise Lines, Inc. Class A 404,000 12,170
King World Productions, Inc. (a) 286,000 10,296
22,466
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LEISURE DURABLES & TOYS - 0.8%
Callaway Golf Co. 456,000 $ 13,965
LODGING & GAMING - 0.8%
Homegate Hospitality, Inc. 35,300 309
International Game Technology Corp. 404,000 8,534
Promus Hotel Corp. (a) 153,000 4,858
13,701
PUBLISHING - 0.3%
News Corp. Ltd. ADR 25,000 566
Schibsted AS, Series B 40,000 609
Washington Post Co. Class B 10,000 3,290
4,465
RESTAURANTS - 0.1%
Foodmaker, Inc. (a) 157,000 1,531
Melco International Development Ltd. 75,000 26
1,557
TOTAL MEDIA & LEISURE 57,479
NONDURABLES - 2.8%
BEVERAGES - 1.0%
Anheuser-Busch Companies, Inc. 360,000 13,860
Compania Cervejaria Brahma PN (Pfd. Reg.) 1,500,000 927
Kirin Brewery Co. Ltd. 20,000 205
Lion Nathan Ltd. 600,000 1,548
16,540
FOODS - 0.1%
Cultor OY Ord., Series 2 15,000 680
Grand Metropolitan PLC 100,000 754
1,434
HOUSEHOLD PRODUCTS - 1.7%
Clorox Co. 99,000 10,803
Kao Corp. 100,000 1,175
Unilever NV ADR 100,000 15,288
27,266
TOTAL NONDURABLES 45,240
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
PRECIOUS METALS - 0.1%
Anglo American Corp. of South Africa Ltd. (Reg.) 10,000 $ 601
Western Mining Holdings Ltd. 46,367 291
892
RETAIL & WHOLESALE - 5.6%
APPAREL STORES - 1.2%
Claire's Stores, Inc. 256,500 4,361
Gap, Inc. 519,000 15,051
Hibbett Sporting Goods, Inc. (a) 8,800 180
19,592
DRUG STORES - 0.3%
Eckerd Corp. (a) 165,000 4,579
GENERAL MERCHANDISE STORES - 2.3%
Dayton Hudson Corp. 200,000 6,925
Family Dollar Stores, Inc. 135,000 2,295
Meyer (Fred), Inc. (a) 151,000 5,304
Proffitts, Inc. (a) 55,000 2,220
Woolworth Corp. (a) 995,000 20,895
37,639
GROCERY STORES - 1.1%
American Stores Co. 230,000 9,516
Food Lion, Inc. Class A 175,000 1,498
Tesco PLC Ord. 600,000 3,251
Vons Companies, Inc. (a) 71,000 3,932
18,197
RETAIL & WHOLESALE, MISCELLANEOUS - 0.7%
Borders Group, Inc. (a) 192,000 6,048
Sports Authority, Inc. (a) 131,000 3,177
Zale Corp. (a) 134,000 2,596
11,821
TOTAL RETAIL & WHOLESALE 91,828
SERVICES - 0.4%
ADVERTISING - 0.1%
WPP Group PLC 400,000 1,484
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - CONTINUED
EDUCATIONAL SERVICES - 0.0%
Educational Medical, Inc. 67,700 $ 679
SERVICES - 0.3%
Ecolab, Inc. 49,000 1,789
Robert Half International, Inc. (a) 50,000 2,006
Staffmark, Inc. (a) 23,700 308
4,103
TOTAL SERVICES 6,266
TECHNOLOGY - 13.7%
COMMUNICATIONS EQUIPMENT - 0.2%
Newbridge Networks Corp. (a) 2,000 63
Octel Communications Corp. (a) 242,000 3,842
3,905
COMPUTER SERVICES & SOFTWARE - 3.9%
Award Software International, Inc. 26,500 186
BMC Software, Inc. (a) 135,500 11,247
Cadence Design Systems, Inc. (a) 726,475 26,516
Computer Associates International, Inc. 279,000 16,496
Compuware Corp. (a) 127,000 6,699
National Data Corp. 67,000 2,755
TALX Corp. 6,900 49
63,948
COMPUTERS & OFFICE EQUIPMENT - 7.4%
Canon, Inc. 575,000 10,993
Comdisco, Inc. 63,000 1,882
Compaq Computer Corp. (a) 361,600 25,176
Dell Computer Corp. (a) 100,000 8,138
Ingram Micro, Inc. Class A 4,100 74
Micron Electronics, Inc. (a) 177,000 2,633
Pitney Bowes, Inc. 481,000 26,876
Ricoh Co. Ltd. Ord. 50,000 496
Sun Microsystems, Inc. (a) 111,000 6,771
Symbol Technologies, Inc. (a) 92,000 4,128
Western Digital Corp. (a) 706,900 34,285
121,452
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - 1.5%
Intel Corp. 169,400 $ 18,613
Storage Technology Corp. 95,000 4,049
TDK Corp. 20,000 1,172
23,834
PHOTOGRAPHIC EQUIPMENT - 0.7%
Fuji Photo Film Co. Ltd. 400,000 11,471
TOTAL TECHNOLOGY 224,610
TRANSPORTATION - 0.1%
AIR TRANSPORTATION - 0.0%
Helikopter Services AS 50,000 555
Maruzen Showa Unyu Co. Ltd. 80,000 391
946
RAILROADS - 0.0%
Bombardier, Inc. Class B 20,000 323
SHIPPING - 0.1%
Shun Tak Holdings Ltd. 1,500,000 989
TOTAL TRANSPORTATION 2,258
UTILITIES - 10.4%
ELECTRIC UTILITY - 6.2%
American Electric Power Co., Inc. 645,000 26,767
CMS Energy Corp. 160,000 5,060
DQE, Inc. 244,800 7,038
Edison International 188,000 3,713
Empresa Nacional De Electricidad SA sponsored ADR 8,000 492
Hafslund ASA, Series B 40,000 294
Hawaiian Electric Industries, Inc. 46,000 1,639
Illinova Corp. 127,800 3,482
Ohio Edison Co. 298,000 6,221
Pinnacle West Capital Corp. 189,000 5,835
Texas Utilities Co. 962,300 38,973
Veba AG Ord. 35,000 1,868
101,382
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
GAS - 1.1%
Columbia Gas System, Inc. (The) 102,000 $ 6,196
Williams Companies, Inc. 218,000 11,391
17,587
TELEPHONE SERVICES - 3.1%
Smartalk Teleservices, Inc. 23,600 354
Stet (Societa Finanziaria Telefonica) Spa Ord. 250,000 866
Telebras sponsored ADR 10,000 745
Telecom Italia Mobile Spa 150,000 309
Telefonica de Espana SA sponsored ADR 225,000 13,556
Viatel, Inc. 35,300 424
WorldCom, Inc. (a) 1,404,000 34,222
50,476
TOTAL UTILITIES 169,445
TOTAL COMMON STOCKS
(Cost $1,281,187) 1,435,909
NONCONVERTIBLE PREFERRED STOCKS - 0.2%
DURABLES - 0.2%
AUTOS, TIRES, & ACCESSORIES - 0.2%
Volkswagen AG 8,000 2,445
FINANCE - 0.0%
CLOSED END INVESTMENT COMPANY - 0.0%
Thai Prime Fund 26,800 362
UTILITIES - 0.0%
TELEPHONE SERVICES - 0.0%
Stet (Societa Finanziaria Telefonica) Spa 250,000 666
TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $2,959) 3,473
U.S. TREASURY OBLIGATIONS - 0.1%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. Treasury Bill, yields at date of purchase
5.13% - 5.16%, 3/6/97 (Cost $1,960) $ 2,000 $ 1,965
CASH EQUIVALENTS - 11.9%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements,
(U.S. Treasury obligations), in a joint
trading account at 5.54%, dated
10/31/96 due 11/1/96 $ 193,808 193,778
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,479,884) $ 1,635,125
LEGEND
1. Non-income producing
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 87.3%
Japan 4.0
Netherland 2.7
Spain 1.2
Germany 1.0
Others (individually less than 1%) 3.8
TOTAL 100.0%
INCOME TAX INFORMATION
At October 31, 1996, the aggregate cost of investment securities for income
tax purposes was $1,479,897,000. Net unrealized appreciation aggregated
$155,228,000, of which $176,302,000 related to appreciated investment
securities and $21,074,000 related to depreciated investment securities.
The fund hereby designates approximately $39,458,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1996

ASSETS

Investment in securities, at value (including repurchase $ 1,635,125
agreements of $193,778) (cost $1,479,884) -
See accompanying schedule

Receivable for investments sold 1,354

Receivable for fund shares sold 4,285

Dividends receivable 1,452

Other receivables 66

TOTAL ASSETS 1,642,282

LIABILITIES

Payable to custodian bank $ 129

Payable for investments purchased 46,469

Payable for fund shares redeemed 8,081

Accrued management fee 666

Other payables and accrued expenses 504

TOTAL LIABILITIES 55,849

NET ASSETS $ 1,586,433

Net Assets consist of:

Paid in capital $ 1,261,803

Undistributed net investment income 11,825

Accumulated undistributed net realized gain (loss) on 157,567
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 155,238
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 63,471 shares outstanding $ 1,586,433

NET ASSET VALUE, offering price and redemption price $24.99
per share ($1,586,433 (divided by) 63,471 shares)

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1996

INVESTMENT INCOME $ 18,663
Dividends

Interest 9,000

TOTAL INCOME 27,663

EXPENSES

Management fee $ 8,774
Basic fee

Performance adjustment (420)

Transfer agent fees 3,497

Accounting fees and expenses 588

Non-interested trustees' compensation 5

Custodian fees and expenses 139

Registration fees 247

Audit 50

Legal 10

Miscellaneous 12

Total expenses before reductions 12,902

Expense reductions (771) 12,131

NET INVESTMENT INCOME 15,532

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

Investment securities 145,762

Foreign currency transactions (13)

Futures contracts 11,204 156,953

Change in net unrealized appreciation (depreciation) on:

Investment securities 14,481

Assets and liabilities in foreign currencies (2)

Futures contracts 788 15,267

NET GAIN (LOSS) 172,220

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 187,752
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1996 1995

INCREASE (DECREASE) IN NET ASSETS

Operations $ 15,532 $ 8,470
Net investment income

Net realized gain (loss) 156,953 124,588

Change in net unrealized appreciation (depreciation) 15,267 99,653

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 187,752 232,711
FROM OPERATIONS

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

From net realized gain (101,358) (33,320)

TOTAL DISTRIBUTIONS (111,104) (39,490)

Share transactions 1,070,404 739,878
Net proceeds from sales of shares

Reinvestment of distributions 108,534 38,745

Cost of shares redeemed (804,151) (648,629)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 374,787 129,994
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 451,435 323,215

NET ASSETS

Beginning of period 1,134,998 811,783

End of period (including undistributed net investment $ 1,586,433 $ 1,134,998
income of $11,825 and $6,897, respectively)

OTHER INFORMATION
Shares

Sold 46,331 35,180

Issued in reinvestment of distributions 4,830 2,220

Redeemed (34,501) (32,323)

Net increase (decrease) 16,660 5,077

</TABLE>

FINANCIAL HIGHLIGHTS

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

1996 1995 1994 B 1993 1992

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net investment income .24 .19 .16 .19 .16

Net realized and 2.78 5.57 .44 3.61 1.97
unrealized gain (loss)

Total from investment 3.02 5.76 .60 3.80 2.13
operations

Less Distributions

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

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

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

Net asset value, end of period $ 24.99 $ 24.25 $ 19.45 $ 20.15 $ 16.77

TOTAL RETURN A 13.51% 31.54% 3.32% 23.09% 14.63%

RATIOS AND SUPPLEMENTAL
DATA

Net assets, end of period $ 1,586 $ 1,135 $ 812 $ 599 $ 261
(in millions)

Ratio of expenses to .89% 1.03% 1.12% 1.11% 1.22%
average net assets

Ratio of expenses to average .84% 1.00% 1.09% 1.10% 1.22%
net assets after expense C C C C
reductions

Ratio of net investment income 1.07% .99% 1.01% 1.52% 1.43%

to average net assets

Portfolio turnover rate 247% 220% 187% 192% 268%

Average commission rate D $ .0339

</TABLE>

A 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).
B 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.
C 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).
D 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 October 31, 1996

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 with remaining maturities of sixty days or less for which
quotations are not readily available 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. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, 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 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.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign securities. 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 foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included included in the cost basis of
the associated investment.
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 for U.S. Treasury or Federal
Agency obligations.
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). 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. The fund may use futures contracts to manage its
exposure to the stock market. Buying futures tends to increase the fund's
exposure to the underlying instrument, while selling futures tends 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.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $3,547,622,000 and $3,188,771,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $466,261,000 and $615,458,000, 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% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .58% 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES - CONTINUED
reports, except proxy statements. For the period, the transfer agent fees
were equivalent to an annual 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 $511,000 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
$719,000 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 $6,000 and $46,000,
respectively, under these arrangements.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity
Stock Selector:
We have audited the accompanying statement of assets and liabilities of
Fidelity Capital Trust: Fidelity Stock Selector, including the schedule of
portfolio investments, as of October 31, 1996, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended and the financial
highlights for each of the five years in the period then ended. These
financial statements and financial highlights are the responsibility of the
fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1996 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Capital Trust: Fidelity Stock Selector as of October 31, 1996,
the results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended,
in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 6, 1996
DISTRIBUTIONS

The Board of Trustees of Fidelity Stock Selector voted to pay on December
9, 1996, to shareholders of record at the opening of business on December
6, 1996, a distribution of $1.92 per share derived from capital gains
realized from sales of portfolio securities and a dividend of $.23 per
share from net investment income.
A total of 0.34% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 7% of the dividends distributed during the fiscal year qualifies
for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1997 of these percentages for
use in preparing 1996 income tax returns.

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Bradford F. Lewis, Vice President
Arthur S. Loring, Secretary
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 *
ADVISORY BOARD
William O. McCoy
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
Exchanges/Redemptions 1-800-544-7777
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)
TouchTone Xpress 1-800-544-5555
SM
* INDEPENDENT TRUSTEES
AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)FIDELITY

CAPITAL APPRECIATION
FUND
ANNUAL REPORT
OCTOBER 31, 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.

REPORT OF INDEPENDENT 33 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 34

To reduce expenses and demonstrate respect for our environment, we have
initiated a project through which we will begin eliminating duplicate
copies of most financial reports and prospectuses to most households, even
if they have more than one account in the fund. If additional copies of
financial reports, prospectuses or historical account information are
needed, please call 1-800-544-6666.

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 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 OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Capital Appreciation 11.79% 102.41% 278.90%

Capital Appreciation (incl. 3% sales 8.44% 96.34% 267.53%
charge)

S&P 500(registered trademark) 24.10% 106.02% 285.38%

Capital Appreciation Funds Average 17.31% 91.67% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
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 widely recognized, unmanaged index of
common stocks. 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 184 mutual funds with similar objectives
tracked by Lipper Analytical Services, Inc. over the past 12 months. Both
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Capital Appreciation 11.79% 15.15% 14.34%

Capital Appreciation (incl. 3% sales charge) 8.44% 14.45% 13.99%

S&P 500 24.10% 15.55% 14.54%

Capital Appreciation Funds Average 17.31% 13.36% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19961031 19961111 091113 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
1996/05/31 36833.32 36241.68
1996/06/30 35726.92 36379.76
1996/07/31 33715.27 34772.50
1996/08/31 34841.79 35505.86
1996/09/30 36712.63 37504.13
1996/10/31 36752.86 38538.49
IMATRL PRASUN SHR__CHT 19961031 19961111 091116 R00000000000123

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Capital Appreciation Fund on November 26, 1986, when
the fund started, and a 3% sales charge was paid. As the chart shows, by
October 31, 1996, the value of the investment would have grown to $36,753 -
a 267.53% increase on the 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 $38,538 - a 285.38% 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

MARKET RECAP
Paced by the robust performance
of blue chip stocks, the U.S. stock
market posted strong gains for the
year that ended October 31, 1996.
The Standard & Poor's 500 Index
returned 24.10% during the period
- - well above its long-term
average of about 12%. The stock
market spent much of the past
year breaking price and trading
volume records. Solid corporate
earnings reports, large cash
inflows into mutual funds,
widespread optimism and a
generally favorable interest rate
environment propelled share prices
higher. Large capitalization stocks
thrived as investors sought their
lower volatility and higher degree of
liquidity over smaller cap stocks in
an environment where it was
sometimes difficult to discern the
health of the economy. The Dow
Jones Industrial Average closed
above 6000 for the first time in
October. While short-term
confusion over the direction of
interest rates created a volatile
backdrop in the summer months,
stocks rallied again when the
Federal Reserve Board left
short-term interest rates unchanged
and it appeared inflation would not
be an issue for the remainder of
1996. Smaller-company stocks
posted strong gains at the
beginning of 1996, but trended
downward in the spring and summer
because their earnings tend to be
more affected by the higher
borrowing costs brought on by
higher rates. When interest rate
fears subsided, these stocks
rebounded, only to fade toward the
end of the period due to earnings
concerns and a general flight to
quality.
An interview with Harry Lange, Portfolio Manager of Fidelity Capital
Appreciation Fund
Q. HOW DID THE FUND PERFORM, HARRY?
A. For the 12 months that ended October 31, 1996, the fund generated a
return of 11.79%. To get a feel for how the fund stacked up against its
competition, the capital appreciation funds average returned 17.31% over
the same time, as tracked by Lipper Analytical Services.
Q. WHAT FACTORS LED TO THIS RETURN DISCREPANCY?
A. There were a couple of reasons. When I began managing the fund in late
March, the portfolio had a bias toward both value stocks and international
stocks. Unfortunately, neither of these types of stocks enjoyed banner
years. In addition, many of these holdings proved difficult to sell. Value
stocks suffered due to the market favoring larger, more established
companies with earnings growth momentum. International stocks, on the other
hand, lagged mainly due to the strong performance of the U.S. stock market.
In fact, as the period progressed, many foreign investors ignored "close to
home" stocks, instead pouring money into the U.S. markets.
Q. WAS THERE ANYTHING ELSE THAT PROVED DISAPPOINTING?
A. As I mentioned, it was a period where "blue chip" stocks - the larger,
better-known companies - thrived. During this time, the fund was exposed
more to the small- and medium-sized stocks, and I wasn't able to
participate as much as I would have liked in the large cap rally. A final
factor I'd point to was the portfolio's electric utility positions. The
entire sector turned in a subpar performance, and I've eliminated the
fund's positions in this area.
Q. NOW THAT WE'VE DISCUSSED WHAT WENT WRONG, WHAT SORTS OF CHANGES DID YOU
MAKE AS YOU SOUGHT TO ENHANCE PERFORMANCE?
A. I pretty much did a complete re-tooling, analyzing every single holding
in the portfolio and mapping out my plan of action. While I focused on
sectors that weren't performing well, I just didn't discard whole groups of
stocks; it was more of an individual stock process. I sold off many of the
value stocks I spoke of before because I felt I had waited long enough to
see the value unlocked. It was time to move on. In an effort to achieve
more of a growth-oriented foundation, I increased the fund's positions in
the technology and retail sectors, both of which helped the fund's
performance.
Q. THE FUND'S TECHNOLOGY HOLDINGS HAVE INCREASED OVER THE PAST YEAR,
CLIMBING FROM 0.5% TO APPROXIMATELY 23%. CAN YOU GIVE US THE TECH STORY?
A. Sure. The technology sector includes a very high concentration of growth
stocks, and as I intensified my search for good growth opportunities, I
gravitated to this area of the market. Tech stocks attract a lot of
attention from investors, mainly due to their aggressive nature. As a case
in point, we witnessed what some would characterize as a classic tech stock
sell-off in July. As a result, the markets, particularly the tech-heavy
NASDAQ, had steep declines. What's interesting, though, is that this sector
seems to bounce back quite nicely from adversity. My feeling is that the
declines are usually so dramatic that the market tends to give up on tech
stocks. We typically see a slowdown in the European business cycle each
summer, which can extend to the U.S. market. People unfamiliar with this
sector's intricacies have a tough time determining whether a sell-off means
the end of a good run or if it's a typical seasonal trend. With the
situation in July, it turned out that PC and chip demand was a lot
healthier than most thought. It's definitely a sector that keeps you on
your toes.
Q. HOW ABOUT INDIVIDUAL STOCKS? WHICH POSITIONS STIMULATED PERFORMANCE AND
WHICH TURNED OUT TO BE DETRIMENTS?
A. The fund's return was bolstered by stocks such as General Electric and
Cytec, as well as technology stocks such as Intel, IBM and Seagate. The
technology companies benefited from the PC boom we saw during the period.
For an international flavor, the fund also realized good results from
Hennes & Mauritz, a clothing chain based in Sweden. On a negative note,
clothing manufacturer Donnkenny and Security First Network Bank, a pioneer
in Internet banking, hurt.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. I don't anticipate changing my growth stock strategy. I think the tech
sector will remain a big position. It's an area that continues to show good
growth prospects. I am a little wary, however, of consumer spending and the
overall economy weakening. Less consumer spending would probably mean less
retail exposure for the fund. As far as the market itself, it has reached
historic highs during this period. The real worry, in my mind, is not that
we're in for a big correction, but that the market will grow too rapidly
for its own good.
FUND FACTS
GOAL: to increase the value
of the fund's shares by
investing mainly in common
stocks
FUND NUMBER: 307
TRADING SYMBOL: FDCAX
START DATE: November
26, 1986
SIZE: as of October 31, 1996,
more than $1.5 billion
MANAGER: Harry Lange,
since March 1996; manager,
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 DISCUSSES THE
PERFORMANCE OF INDIVIDUAL
SECTORS DURING THE PERIOD:
"Aside from the technology
story, there were some other
segments of the market that
had an impact on the fund
during the period. With
consumer spending at healthy
levels, RETAIL stocks enjoyed a
good ride. This sector had
been beaten up in the past,
but increased sales and
consolidation helped spur the
turnaround. One trend that I
played within the sector was
the teenage market, one of
the fastest-growing
demographic groups. Though
I don't remember this being
the case when I was a kid,
teenagers seem to have a lot
of money to spend. I bought
some clothing store stocks
that target this group, and
they did pretty well. The
fund's weighting in MEDIA
AND LEISURE stocks rose
during the period as well. This
is a wide-ranging group of
stocks - with everything from
newspapers to toys to
Harley-Davidson motorcycles
- - and it produced good
results for the portfolio.
While I reduced my exposure
to TRANSPORTATION stocks,
particularly international
foreign tanker positions, I did
find some opportunities in the
domestic, growth-oriented
areas of the sector."
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.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 3.3 1.8

General Motors Corp. 3.2 0.0

Seagate Technology 3.0 1.3

Intel Corp. 2.8 0.0

International Business Machines 2.0 0.0
Corp.

Bergen Brunswig Corp. Class A 1.8 1.5

EMC Corp. 1.8 0.6

American Express Co. 1.8 2.6

Compaq Computer Corp. 1.7 0.3

CUC International, Inc. 1.6 1.3

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Technology 22.5 22.1

Media & Leisure 10.3 8.4

Retail & Wholesale 9.7 3.4

Health 8.4 9.4

Durables 8.1 3.5

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF OCTOBER 31, 1996 * AS OF APRIL 30, 1996 **
1
Row: 1, Col: 1, Value: 6.5
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 43.5
Row: 1, Col: 4, Value: 50.0
Row: 1, Col: 1, Value: 6.0
Row: 1, Col: 2, Value: 2.0
Row: 1, Col: 3, Value: 42.0
Row: 1, Col: 4, Value: 50.0
Stocks 93.5%
Bonds 0.0%
Short-term
investments 6.5%
FOREIGN
INVESTMENTS 6.5%
Stocks 92.6%
Bonds 1.4%
Short-term
investments 6.0%
FOREIGN
INVESTMENTS 8.5%
**
*

INVESTMENTS OCTOBER 31, 1996

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 92.4%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 1.8%
AEROSPACE & DEFENSE - 0.7%
Harsco Corp. 81,700 $ 5,219
Lockheed Martin Corp. 74,648 6,690
11,909
DEFENSE ELECTRONICS - 0.7%
Tracor, Inc. (a) 452,700 10,299
SHIP BUILDING & REPAIR - 0.4%
General Dynamics Corp. 100,000 6,862
TOTAL AEROSPACE & DEFENSE 29,070
BASIC INDUSTRIES - 1.6%
CHEMICALS & PLASTICS - 0.6%
AEP Industries, Inc. 23,000 1,107
Foamex International, Inc. (a) 100,000 1,562
Monsanto Co. 20,000 793
Seda Specialty Packaging Corp. (a)(b) 327,000 6,090
9,552
IRON & STEEL - 0.2%
TriMas Corp. 108,300 2,491
METALS & MINING - 0.1%
Martin Marietta Materials, Inc. 77,181 1,833
PACKAGING & CONTAINERS - 0.3%
Owens-Illinois, Inc. (a) 361,200 5,599
PAPER & FOREST PRODUCTS - 0.4%
Mercer International, Inc. (SBI) 463,500 5,794
TOTAL BASIC INDUSTRIES 25,269
CONGLOMERATES - 0.5%
AlliedSignal, Inc. 100,000 6,550
Figgie International Holdings, Inc. Class A (a) 28,700 305
Tyco International Ltd. 20,000 993
7,848
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - 6.4%
BUILDING MATERIALS - 0.4%
CalMat Co. 50,000 $ 931
Centex Construction Products, Inc. 200,000 3,125
Dexter Corp. 80,100 2,483
6,539
CONSTRUCTION - 1.4%
Crossman Communities, Inc. (a) 203,500 3,790
Higashi Nihon House Co. Ltd. 200,000 2,877
Lennar Corp. 400,068 8,901
Pulte Corp. 262,000 6,943
22,511
REAL ESTATE - 0.4%
Major Realty Corp. (a)(b) 680,000 1,105
Mitsubishi Estate Co. Ltd. 200,000 2,491
National Health Investors, Inc. 100,000 3,487
7,083
REAL ESTATE INVESTMENT TRUSTS - 4.2%
Bay Apartment Communities, Inc. 26,000 780
Duke Realty Investors, Inc. 187,276 6,461
Equity Residential Properties Trust (SBI) 264,300 9,713
Excel Realty Trust, Inc. 581,800 12,727
Felcor Suite Hotels, Inc. 30,000 982
LTC Properties, Inc. 875,800 14,889
Patriot American Hospitality, Inc. 29,200 1,026
Public Storage, Inc. 285,300 6,562
RFS Hotel Investors, Inc. 469,100 7,623
Starwood Lodging Trust combined certificate (SBI) 137,400 6,183
66,946
TOTAL CONSTRUCTION & REAL ESTATE 103,079
DURABLES - 8.1%
AUTOS, TIRES, & ACCESSORIES - 4.2%
General Motors Corp. 949,600 51,160
Lear Corp. (a) 200,000 7,400
Standard Products Co. 200,000 4,850
Wynn's International, Inc. 160,400 4,551
67,961
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
CONSUMER DURABLES - 0.4%
Libbey, Inc. 245,600 $ 5,894
CONSUMER ELECTRONICS - 0.6%
Harman International Industries, Inc. 175,000 8,991
HOME FURNISHINGS - 1.5%
Ethan Allen Interiors, Inc. 300,000 10,725
Furniture Brands International, Inc. (a) 756,800 10,122
HON Industries, Inc. 49,000 1,715
O'Sullivan Industries Holdings (a) 123,600 1,437
23,999
TEXTILES & APPAREL - 1.4%
Donna Karan International, Inc. (a) 3,000 55
Donnkenny, Inc. (a)(b) 1,059,100 13,371
Galey & Lord, Inc. (a) 285,100 3,956
Polymer Group, Inc. (a) 200,000 2,550
Quaker Fabric Corp. (a) 57,200 608
Supreme International Corp. (a) 165,300 2,810
23,350
TOTAL DURABLES 130,195
ENERGY - 4.8%
ENERGY SERVICES - 0.9%
Pool Energy Services Co. (a) 363,000 5,354
Smedvig AS 220,000 4,934
Smedvig AS, Series B (a) 67,500 1,456
Transocean Offshore, Inc. 50,000 3,162
14,906
OIL & GAS - 3.9%
Barrett Resources Corp. (a) 92,500 3,550
Chevron Corp. 60,000 3,945
Forcenergy Gas Exploration, Inc. (a) 474,500 12,989
Newport Petroleum Corp. (a) 148,500 782
Newport Petroleum Corp. (c) 310,000 1,633
Noble Affiliates, Inc. 200,000 8,700
Occidental Petroleum Corp. 86,100 2,109
Pogo Producing Co. 365,900 16,237
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Saga Petroleum AS Class B 575,000 $ 8,941
Swift Energy Co. (a) 114,000 2,793
61,679
TOTAL ENERGY 76,585
FINANCE - 7.5%
BANKS - 0.3%
Canadian Imperial Bank of Commerce 100,000 4,162
CREDIT & OTHER FINANCE - 2.4%
Acom Co. Ltd. 50,000 1,916
American Express Co. 605,000 28,435
Associates First Capital Corp. 19,000 824
International Service Systems AS, Series B 235,150 6,654
37,829
FEDERAL SPONSORED CREDIT - 1.1%
Federal National Mortgage Association 461,000 18,036
INSURANCE - 2.5%
Acceptance Insurance Co., Inc. (a) 500,000 10,125
American International Group, Inc. 184,900 20,085
Arbatax International, Inc. (a) 100,000 690
Life USA Holding, Inc. (a) 200,000 1,900
Mercury General Corp. 100,000 4,875
Reinsurance Group of America, Inc. 50,000 2,269
39,944
SAVINGS & LOANS - 0.4%
Security First Network Bank (a)(b) 428,999 6,220
SECURITIES INDUSTRY - 0.8%
Lehman Brothers Holdings, Inc. 540,200 13,573
TOTAL FINANCE 119,764
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - 8.4%
DRUGS & PHARMACEUTICALS - 2.6%
Advanced Tissue Sciences Corp. Class A (a) 300,000 $ 4,875
Allergan, Inc. 100,000 3,050
Bristol-Myers Squibb Co. 120,000 12,690
Interneuron Pharmaceuticals, Inc. (a) 200,000 4,950
Pfizer, Inc. 200,000 16,550
42,115
MEDICAL EQUIPMENT & SUPPLIES - 3.5%
Bergen Brunswig Corp. Class A 941,400 29,537
Biomet, Inc. 164,100 2,646
Boston Scientific Corp. (a) 50,000 2,719
Cooper Companies, Inc. (a)(b) 611,200 8,786
Gehe AG 50,000 3,376
Hoya Corp. 200,000 6,560
Merit Medical Systems, Inc. (a) 300,000 2,400
56,024
MEDICAL FACILITIES MANAGEMENT - 2.3%
ARV Assisted Living, Inc. (a) 54,800 671
Alternative Living Services, Inc. (a) 188,500 2,710
Carematrix Corp. 48,000 768
Columbia/HCA Healthcare Corp. 150,000 5,363
HEALTHSOUTH Rehabilitation Corp. (a) 200,000 7,500
Home Health Corp. of America, Inc. (a) 200,000 2,525
Sunrise Assisted Living, Inc. (a) 102,000 2,346
Tenet Healthcare Corp. (a) 245,100 5,116
Universal Health Services, Inc. Class B (a) 386,900 9,672
36,671
TOTAL HEALTH 134,810
INDUSTRIAL MACHINERY & EQUIPMENT - 4.9%
ELECTRICAL EQUIPMENT - 3.8%
General Electric Co. 550,000 53,213
Westinghouse Electric Corp. 400,000 6,850
60,063
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%
Case Corp. 100,000 $ 4,650
Duriron Co., Inc. 27,500 736
Ingersoll-Rand Co. 20,000 832
TRINOVA Corp. 50,000 1,644
7,862
POLLUTION CONTROL - 0.6%
TETRA Technologies, Inc. (a) 490,500 10,239
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 78,164
MEDIA & LEISURE - 10.3%
BROADCASTING - 1.1%
Canal Plus SA 40,000 9,883
Canwest Global Communications Corp. (non-vtg.) 300,000 3,194
Heartland Wireless Communications, Inc. (a) 100,000 2,175
Home Shopping Network, Inc. (a) 200,000 2,025
Univision Communications, Inc. Class A (a) 1,500 50
17,327
ENTERTAINMENT - 0.2%
Livent, Inc. (a) 300,000 3,138
LEISURE DURABLES & TOYS - 3.1%
Arctic Cat, Inc. 585,000 5,484
Callaway Golf Co. 147,000 4,502
Champion Enterprises, Inc. (a) 100,000 1,975
Harley-Davidson, Inc. 286,700 12,937
Hasbro, Inc. 529,000 20,565
Sports and Recreation, Inc. (a) 500,000 4,313
49,776
LODGING & GAMING - 1.9%
HFS, Inc. (a) 84,400 6,182
Host Marriott Corp. 200,000 3,075
International Game Technology Corp. 400,000 8,450
Interstate Hotels Co. (a) 70,700 1,909
La Quinta Motor Inns, Inc. 300,000 6,000
Mirage Resorts, Inc. (a) 60,000 1,320
US Franchise Services, Inc. Class A (b) 122,800 1,780
Wyndham Hotel Corp. (a) 101,000 1,919
30,635
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 2.2%
Gibson Greetings, Inc. (a) 100,000 $ 1,562
Harcourt General, Inc. 81,700 4,065
Mecklermedia Corp. (a) 200,000 3,475
Playboy Enterprises, Inc. (a):
Class A 25,000 300
Class B (b) 1,454,300 17,452
Times Mirror Co. Class A 200,000 9,250
36,104
RESTAURANTS - 1.8%
ShowBiz Pizza Time, Inc. (a) 642,000 11,877
Starbucks Corp. (a) 500,000 16,250
28,127
TOTAL MEDIA & LEISURE 165,107
NONDURABLES - 1.3%
AGRICULTURE - 0.2%
Northland Cranberries, Inc. Class A 175,000 3,369
BEVERAGES - 0.2%
Anheuser-Busch Companies, Inc. 100,000 3,850
Michigan Brewery, Inc. (a) 35,000 118
3,968
HOUSEHOLD PRODUCTS - 0.9%
Premark International, Inc. 400,000 8,350
Safeskin Corp. (a) 145,800 5,741
Safety First, Inc. (a) 10,000 121
14,212
TOTAL NONDURABLES 21,549
RETAIL & WHOLESALE - 9.6%
APPAREL STORES - 2.9%
Baby Superstore, Inc. (a) 45,700 1,240
Baker (J.), Inc. 338,800 1,821
Charming Shoppes, Inc. (a) 200,000 925
Footstar, Inc. 115,160 2,533
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
APPAREL STORES - CONTINUED
Haruyama Trading Co. Ltd. 400,000 $ 5,157
Hennes & Mauritz AB B Free shares 40,000 5,171
Melville Corp. 400,000 14,900
Ross Stores, Inc. 131,500 5,457
Saks Holdings, Inc. (a) 2,000 70
Urban Outfitters, Inc. (a) 600,000 9,450
46,724
GENERAL MERCHANDISE STORES - 0.9%
Family Dollar Stores, Inc. 200,000 3,400
99 Cents Only Stores (a) 1,000 15
Wal-Mart Stores, Inc. 350,000 9,319
Woolworth Corp. (a) 100,000 2,100
14,834
GROCERY STORES - 1.8%
Chain Store Okuwa Co. Ltd. 408,000 5,940
Performance Food Group Co. (a) 213,750 3,286
Quality Food Centers, Inc. (a) 162,500 5,931
Safeway, Inc. (a) 300,000 12,863
28,020
RETAIL & WHOLESALE, MISCELLANEOUS - 4.0%
Daisytek International Corp. (a) 113,100 4,326
Duty Free International, Inc. 152,400 2,438
Gadzooks, Inc. (a) 36,250 1,051
Home Depot, Inc. (The) 320,000 17,520
Lowe's Companies, Inc. 200,000 8,075
Marks Brothers Jewelers, Inc. (a) 64,700 1,504
Pier 1 Imports, Inc. 600,000 8,400
Sodak Gaming, Inc. (a) 130,000 2,356
Staples, Inc. (a) 400,000 7,450
Tiffany & Co., Inc. 100,000 3,700
Toys "R" Us, Inc. (a) 50,000 1,694
Zale Corp. (a) 300,000 5,813
64,327
TOTAL RETAIL & WHOLESALE 153,905
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 1.7%
ADVERTISING - 0.1%
Leap Group, Inc. 160,000 $ 1,080
Snyder Communications, Inc. (a) 2,000 39
1,119
LEASING & RENTAL - 0.0%
Team Rental Group, Inc. Class A (a) 3,100 58
SERVICES - 1.6%
Billing Information Concepts Corp. (a) 100,000 2,613
CDI Corp. (a) 200,000 5,500
Craig (Jenny), Inc. (a) 613,800 5,524
Medpartners, Inc. (a) 200,000 4,225
Service Corp. International 100,000 2,850
Volt Informations Sciences, Inc. (a) 159,200 6,129
26,841
TOTAL SERVICES 28,018
TECHNOLOGY - 22.5%
COMMUNICATIONS EQUIPMENT - 0.5%
Cisco Systems, Inc. (a) 10,000 619
DSC Communications Corp. (a) 100,000 1,387
Matsushita Communication Industrial Co. Ltd. 150,000 3,960
Network Equipment Technologies (a) 135,400 1,811
7,777
COMPUTER SERVICES & SOFTWARE - 5.0%
Alphanet Solutions, Inc. (a) 125,000 1,500
BancTec, Inc. (a) 508,100 10,353
CUC International, Inc. (a) 1,020,000 24,990
Cadence Design Systems, Inc. (a) 60,000 2,190
Epic Design Technology (a) 100,000 2,450
FactSet Research Systems, Inc. (a) 6,000 144
4Front Software International, Inc. (a) 255,000 1,020
Inacom Corp. (a) 100,000 3,162
Koei Co. Ltd. 87,300 1,922
Lason, Inc. (a) 2,500 44
Learning Co., Inc. (a) 182,700 3,711
Logic Works, Inc. (a) 496,500 2,855
Mentor Graphics Corp. (a) 1,500,000 12,750
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Metromail Corp. (a) 1,800 $ 33
Microsoft Corp. (a) 10,400 1,427
MicroAge, Inc. (a) 339,300 6,786
Storm Technology, Inc. (a) 6,000 67
Synopsys, Inc. (a) 80,000 3,600
Viewlogic Systems, Inc. (a) 227,500 2,147
81,151
COMPUTERS & OFFICE EQUIPMENT - 12.4%
Adaptec, Inc. (a) 86,500 5,266
Comdisco, Inc. 800,100 23,903
Compaq Computer Corp. (a) 390,000 27,154
Diebold, Inc. 200,700 11,540
EMC Corp. (a) 1,120,000 29,400
FileNet Corp. (a) 27,200 772
Ingram Micro, Inc. Class A 4,000 72
International Business Machines Corp. 250,000 32,250
International Imaging Materials, Inc. (a) 3,100 73
Pomeroy Computer Resources, Inc. (a) 268,800 6,250
SCI Systems, Inc. (a) 99,700 4,960
Seagate Technology (a) 711,500 47,493
Tech Data Corp. (a) 361,100 9,298
198,431
ELECTRONIC INSTRUMENTS - 0.7%
Quad Systems Corp. (a) 121,600 1,277
Teradyne, Inc. (a) 604,700 9,599
Thermo Optek Corp. (a) 500 6
10,882
ELECTRONICS - 3.9%
Benchmark Electronics, Inc. (a) 52,800 1,564
Corcom, Inc. (a) 55,800 405
Hadco Corp. (a) 75,000 2,278
Intel Corp. 410,000 45,049
Lattice Semiconductor Corp. (a) 45,300 1,552
Minebea Co. Ltd. 300,000 2,523
S-3, Inc. (a) 148,200 2,797
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Solectron Corp. (a) 87,300 $ 4,671
Zero Corp. 91,400 1,679
62,518
TOTAL TECHNOLOGY 360,759
TRANSPORTATION - 1.5%
AIR TRANSPORTATION - 0.5%
America West Airlines, Inc. Class B (a) 509,000 5,853
Transat AT, Inc. (a) 104,900 2,116
7,969
RAILROADS - 0.0%
CSX Corp. 300 13
SHIPPING - 0.7%
Bergesen Group Class A 475,000 10,355
International Shipholding Corp. 50,000 900
11,255
TRUCKING & FREIGHT - 0.3%
M.S. Carriers, Inc. (a) 177,600 3,330
US Freightways Corp. 68,700 1,503
4,833
TOTAL TRANSPORTATION 24,070
UTILITIES - 1.5%
CELLULAR - 0.4%
Nextel Communications, Inc. Class A (a) 100,000 1,600
360 Degrees Communications Co. (a) 200,000 4,525
6,125
GAS - 0.2%
Sonat, Inc. 50,000 2,463
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 0.9%
U.S. Long Distance Corp. 100,000 $ 837
US West, Inc. (Media Group) (a) 300,000 4,688
WorldCom, Inc. (a) 400,000 9,750
15,275
TOTAL UTILITIES 23,863
TOTAL COMMON STOCKS
(Cost $1,372,982) 1,482,055
PREFERRED STOCKS - 1.1%
CONVERTIBLE PREFERRED STOCKS - 0.1%
RETAIL & WHOLESALE - 0.1%
APPAREL STORES - 0.1%
TJX Companies, Inc., Series E, $7.00 6,000 1,335
NONCONVERTIBLE PREFERRED STOCKS - 1.0%
BASIC INDUSTRIES - 1.0%
METALS & MINING - 1.0%
Freeport-McMoran Copper & Gold, Inc.
depositary shares representing 0.025
shares silver denomination pfd. 858,600 16,635
TOTAL PREFERRED STOCKS
(Cost $18,067) 17,970
CASH EQUIVALENTS - 6.5%
MATURITY
AMOUNT
(000S)
Investments in repurchase agreements,
(U.S. Treasury obligations), in a joint
trading account at 5.54%, dated
10/31/96 due 11/1/96 $ 104,190 104,174
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,495,223) $ 1,604,199
LEGEND
1. Non-income producing
2. Affiliated company (see Note 8 of Notes to Financial Statements).
3. 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 $1,633,000 or 0.1% of net
assets.
INCOME TAX INFORMATION
At October 31, 1996, the aggregate cost of investment securities for income
tax purposes was $1,498,129,000. Net unrealized appreciation aggregated
$106,070,000, of which $182,898,000 related to appreciated investment
securities and $76,828,000 related to depreciated investment securities.
The fund hereby designates approximately $36,888,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) OCTOBER 31, 1996

ASSETS

Investment in securities, at value (including repurchase $ 1,604,199
agreements of $104,174) (cost $1,495,223) -
See accompanying schedule

Receivable for investments sold 48,792

Receivable for fund shares sold 858

Dividends receivable 1,125

Other receivables 125

TOTAL ASSETS 1,655,099

LIABILITIES

Payable for investments purchased $ 38,186

Payable for fund shares redeemed 3,217

Accrued management fee 531

Other payables and accrued expenses 485

Collateral on securities loaned, at value 22,832

TOTAL LIABILITIES 65,251

NET ASSETS $ 1,589,848

Net Assets consist of:

Paid in capital $ 1,303,216

Undistributed net investment income 11,097

Accumulated undistributed net realized gain (loss) 166,563
on investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 108,972
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 87,021 shares outstanding $ 1,589,848

NET ASSET VALUE and redemption price per share $18.27
($1,589,848 (divided by) 87,021 shares)

Maximum offering price per share (100/97.00 of $18.27) $18.84

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1996

INVESTMENT INCOME $ 28,120
Dividends (including $3,508 received from affiliated
issuers)

Interest (including income on securities loaned of $228) 5,557

TOTAL INCOME 33,677

EXPENSES

Management fee $ 10,056
Basic fee

Performance adjustment (1,136)

Transfer agent fees 4,260

Accounting and security lending fees 664

Non-interested trustees' compensation 4

Custodian fees and expenses 404

Registration fees 45

Audit 50

Legal 12

Interest 6

Miscellaneous 16

Total expenses before reductions 14,381

Expense reductions (1,189) 13,192

NET INVESTMENT INCOME 20,485

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

Investment securities (including realized loss of 166,498
$15,536
on sales of investments in affiliated issuers)

Foreign currency transactions (297) 166,201

Change in net unrealized appreciation (depreciation) on:

Investment securities (3,775)

Assets and liabilities in foreign currencies 7 (3,768)

NET GAIN (LOSS) 162,433

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 182,918
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1996 1995

INCREASE (DECREASE) IN NET ASSETS

Operations $ 20,485 $ 39,326
Net investment income

Net realized gain (loss) 166,201 117,941

Change in net unrealized appreciation (depreciation) (3,768) 85,556

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 182,918 242,823
FROM OPERATIONS

Distributions to shareholders (37,024) (16,152)
From net investment income

From net realized gain (92,563) (138,737)

TOTAL DISTRIBUTIONS (129,587) (154,889)

Share transactions 483,167 711,829
Net proceeds from sales of shares

Reinvestment of distributions 127,052 152,268

Cost of shares redeemed (733,699) (961,510)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (123,480) (97,413)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (70,149) (9,479)

NET ASSETS

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

End of period (including undistributed net investment $ 1,589,848 $ 1,659,997
income of $11,097 and $34,952, respectively)

OTHER INFORMATION
Shares

Sold 27,494 43,318

Issued in reinvestment of distributions 7,589 10,084

Redeemed (41,809) (57,882)

Net increase (decrease) (6,726) (4,480)

</TABLE>

FINANCIAL HIGHLIGHTS

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

1996 1995 1994 C 1993 1992

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net investment income .15 .36 .17 .14 .26

Net realized and unrealized 1.81 1.98 1.00 4.30 .73
gain (loss)

Total from investment 1.96 2.34 1.17 4.44 .99
operations

Less Distributions

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

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

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

Net asset value, end of period $ 18.27 $ 17.71 $ 17.00 $ 17.34 $ 13.72

TOTAL RETURN A, B 11.79% 15.42% 6.97% 34.12% 9.34%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,590 $ 1,660 $ 1,669 $ 1,291 $ 1,009
(in millions)

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

Ratio of expenses to average net .80% 1.06% 1.17% .86% .71%
assets after expense D D D D
reductions

Ratio of net investment income 1.24% 2.31% 1.22% .93% 1.63%
to average net assets

Portfolio turnover rate 205% 87% 124% 120% 99%

Average commission rate E $ .0037

</TABLE>

E 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).
F TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
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 7 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 October 31, 1996

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 (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 with remaining maturities
of sixty days or less for which quotations are not readily available 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. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, 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."
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Investment income
is recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, 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.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign securities. 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 foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
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 for U.S. Treasury or Federal
Agency obligations.
2. OPERATING POLICIES -
CONTINUED
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). 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.
RESTRICTED SECURITIES. The fund is permitted to invest in securities that
are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from registration
or to the public if the securities are registered. Disposal of these
securities may involve time-consuming negotiations and expense, and prompt
sale at an acceptable price may be difficult. At the end of the period, the
fund had no investments in restricted securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $3,197,959,000 and $3,398,932,000, 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% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .54% 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. During the period, FDC was 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 $505,000 and $321,000, respectively, on sales of shares of
the fund.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES -
CONTINUED
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
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 annual rate of .26%
of average net assets.
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 $1,500,000 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 $22,019,000 and
$22,832,000, 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 5.7%.
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
$1,092,000 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 $49,000 and $48,000,
respectively, under these arrangements.
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 VALUE
AFFILIATE COST COST INCOME
Abtrust Lloyds Insurance Trust PLC $ - $ 2,314 $ 71 $ -
Acceptance Insurance Co., Inc. 7,708 14,490 - -
Alphanet Solutions, Inc. - - - -
Angerstein Underwriting Trust PLC - 10,178 171 -
Archer (AJ) Holdings PLC 904 1,696 28 -
Argonaut AB Class B Free shares - 9,577 - -
Atlantic Container Lines AB 30 4,920 - -
Bergesen Group Class A 9,011 12,194 - -
Bonheur AS 1,143 5,845 - -
BT Shipping Ltd. ADR - 6,383 - -
CalMat Co. 10,879 22,000 375 -
Centerior Energy Corp. 11,895 46,670 2,080 -
CLM Insurance Fund PLC - 6,518 168 -
Coeur d'Alene Mines Corp. - 8,131 - -
Concordia Maritime AB
Class B Free shares - 3,091 - -
Cooper Companies, Inc. 289 - - 8,786
Cytec Industries, Inc. - 3,311 - -
Donnkenny, Inc. 6,319 - - 13,371
Dual Drilling Co. 144 2,372 - -
Finsbury Underwriting Investment
Trust PLC - 2,446 33 -
First Olsen Tankers Ltd. - 16,750 - -
Frontline 1,898 6,278 - -
Ganger Rolf AS 312 6,719 - -
Genlyte Group, Inc. - 5,444 - -
Hancock Fabrics, Inc. - 12,235 171 -
HCG Lloyds Investment Trust PLC - 5,113 126 -
House of Fabrics, Inc. - 87 - -
HS Resources 5,752 7,709 37 -
ICB Shipping Class B - 24,782 - -
International Shipholding Corp. - 4,152 75 -
Lonrho Ltd. Ord. - 4,802 - -
Major Realty Corp. - - - 1,105
Masthead Insurance Underwriting PLC - 3,134 96 -
Matheson Lloyds Investment Trust PLC - 3,128 31 -
Maxco, Inc. - 700 - -
Medar, Inc. - 4,064 - -
8. TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
DOLLAR AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Minsur SA Class T $ - $ 32,744 $ - $ -
New London Capital PLC - 4,766 - -
Nordstrom & Thulin AB
Class B Free shares 1,419 12,956 - -
Ockham Holdings PLC - 2,962 - -
Paranapanema SA PN 46 26,440 - -
Playboy Enterprises, Inc. Class B 8,107 - - 17,452
Security First Network Bank 5,026 - - 6,220
Seda Specialty Packaging Corp. 1,072 - - 6,090
Smedvig AS - 2,096 - -
South Crofty Holdings Ltd. - - - -
Syndicate Capital Trust PLC - 2,427 46 -
Teekay Shipping Corp. - - - -
US Franchise Services, Inc. Class A - - - 1,780
War Eagle Mining, Inc. 240 2,075 - -
TOTALS $ 72,194 $ 353,699 $ 3,508 $ 54,804
9. LITIGATION.
In July 1994, a lawsuit was commenced against the fund and numerous other
defendants as a defendants' class action suit by the Integra Unsecured
Creditors' Trust. Plaintiff claims that a December 1988 spin-off in which
Integra distributed to its shareholders (including the fund) its 90%
interest in ShowBiz Pizza Time, Inc. was a fraudulent conveyance and an
unlawful dividend. In June 1996, the United States Bankruptcy Court denied
the defendants' motion to dispose of the case. Discovery on the merits has
only recently commenced. The fund believes that the claims are without
merit and intends to defend the proceedings vigorously.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity
Capital Appreciation Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Capital Trust: Fidelity Capital Appreciation Fund, including the
schedule of portfolio investments, as of October 31, 1996, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1996 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Capital Trust: Fidelity Capital Appreciation Fund as of October
31, 1996, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 9, 1996
DISTRIBUTIONS

The Board of Trustees of Fidelity Capital Appreciation Fund voted to pay on
December 9, 1996, to shareholders of record at the opening of business on
December 6, 1996, a distribution of $1.54 per share derived from capital
gains realized from sales of portfolio securities and a dividend of $.12
per share from net investment income.
A total of 3.48% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 20% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1997 of these percentages for
use in preparing 1996 income tax returns.
MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a day.
BY PHONE
Fidelity TouchTone Xpressprovides a single toll-free number to access
account balances, positions, quotes and trading. It's easy to navigate the
service, and on your first call, the system will help you create a personal
identification number (PIN) for security.
SM
(PHONE_GRAPHIC)(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
For mutual fund and brokerage trading.
1
For quotes.*
2
For account balances and holdings.
3
To review orders and mutual
fund activity.
4
To change your PIN.
5
To speak to a Fidelity representative.
*
0
BY PC
Fidelity's Web site on the Internet provides a wide range of information,
including daily financial news, fund performance, interactive planning
tools and news about Fidelity products and services.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at 1-800-544-7272
for significant savings on Web access from internetMCI.
SM
(PHONE_GRAPHIC)(PHONE_GRAPHIC)
FIDELITY ON-LINE XPRESS+
TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity at
1-800-544-7272 or visit our Web site for more information on how to manage
your investments via your PC.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT
IN A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.
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TO WRITE FIDELITY

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
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Attn: Redemptions - CP6I
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Boston, MA 02210-0193
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
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SELLING SHARES
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P.O. Box 660602
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OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

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 *
ADVISORY BOARD
William O. McCoy
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
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THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
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(8 a.m. - 9 p.m.)
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for the deaf and hearing impaired
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(registered trademark)
TouchTone Xpress 1-800-544-5555
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AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)FIDELITY

DISCIPLINED EQUITY
FUND
ANNUAL REPORT
OCTOBER 31, 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 19 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 23 Notes to the financial statements.

REPORT OF INDEPENDENT 27 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 28

Disciplined Equity 11.31% 102.36% 253.39%

S&P 500(registered trademark) 24.10% 106.02% 221.82%

Growth Funds Average 18.47% 90.28% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
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 widely recognized, unmanaged index of
common stocks. 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 642 mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. over the past 12 months. Both benchmarks include
reinvested dividends and capital gains, if any, and exclude the effects of
sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Disciplined Equity 11.31% 15.14% 17.45%

S&P 500 24.10% 15.55% 16.06%

Growth Funds Average 18.47% 13.44% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19961031 19961106 161543 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
1996/05/31 34504.20 30264.47
1996/06/30 34009.73 30379.77
1996/07/31 32109.14 29037.60
1996/08/31 32758.13 29650.00
1996/09/30 34318.77 31318.70
1996/10/31 35338.60 32182.47
IMATRL PRASUN SHR__CHT 19961031 19961106 161545 R00000000000098

$10,000 OVER LIFE OF FUND Let's say hypothetically that $10,000 was
invested in Fidelity Disciplined Equity Fund on December 28, 1988, when the
fund started. As the chart shows, by October 31, 1996, the value of the
investment would have grown to $35,339 - a 253.39% increase on the 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 $32,182 - a 221.82% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
growth in the long run and
volatility in the short run. In
turn, the share price and
return of a fund that invests in
stocks will vary. That means if
you sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
Paced by the robust performance
of blue chip stocks, the U.S. stock
market posted strong gains for the
year that ended October 31, 1996.
The Standard & Poor's 500 Index
returned 24.10% during the period
- - well above its long-term average
of about 12%. The stock market
spent much of the past year
breaking price and trading volume
records. Solid corporate earnings
reports, large cash inflows into
mutual funds, widespread optimism
and a generally favorable interest
rate environment propelled share
prices higher. Large capitalization
stocks thrived as investors sought
their lower volatility and higher
degree of liquidity over smaller cap
stocks in an environment where it
was sometimes difficult to discern
the health of the economy. The Dow
Jones Industrial Average closed
above 6000 for the first time in
October. While short-term confusion
over the direction of interest rates
created a volatile backdrop in the
summer months, stocks rallied again
when the Federal Reserve Board
left short-term interest rates
unchanged and it appeared inflation
would not be an issue for the
remainder of 1996. Smaller-company
stocks posted strong gains at the
beginning of 1996, but trended
downward in the spring and
summer because their earnings
tend to be more affected by the
higher borrowing costs brought on
by higher rates. When interest rate
fears subsided, these stocks
rebounded, only to fade toward the
end of the period due to earnings
concerns and a general flight to
quality.
An interview with Brad Lewis, Portfolio Manager of Fidelity Disciplined
Equity Fund
Q. HOW DID THE FUND PERFORM, BRAD?
A. For the 12 months that ended October 31, 1996, the fund returned 11.31%.
The growth funds average returned 18.47% for the same time period,
according to Lipper Analytical Services.
Q. WHY DID THE FUND UNDERPERFORM?
A. Much of the damage occurred early in the fiscal year. I bought a number
of semi-conductor, capital equipment and instrumentation stocks in November
1995 that had been declining since September. Unfortunately, the stocks
continued to plummet and significantly underperform the Standard & Poor's
500 Index during the first quarter of the fiscal year. Additionally, during
the past 12 months, the market has been very tough on all but the biggest
stocks. The traditionally low-growth, high-priced stocks that make up a
good portion of the Standard & Poor's 500 Index have been rewarded with
higher and higher stock prices, while the historically smaller,
faster-growing stocks that this fund owns have been penalized. This
divergence, known as market breadth, is difficult to overcome given the
types of stocks this fund owns. Put another way, during the past six
months, the S&P is up 9.08%, while the Russell 2000, an index of smaller
cap companies, is down 1.53%. This 10.6 percentage point spread is unusual
and quite overwhelming.
Q. WHAT CHANGES HAVE YOU MADE TO THE FUND'S QUANTITATIVE MODELS SINCE THE
LAST REPORT SIX MONTHS AGO?
A. The quantitative group within Fidelity developed and is using a
proprietary optimizer that is much more flexible than the commercial one I
used before. An optimizer is the computer program that takes the expected
returns of stocks and reconciles them with factors such as liquidity and
desired industry weightings to help determine which stocks the fund should
own. Among other things, the new optimizer has allowed me to create a
portfolio whose industry deviations from the market are lower than they've
ever been. By that, I mean that the portfolio more closely mirrors the S&P
500, with respect to industry weightings. The 55 sectors we use to classify
stocks have been replaced by a system that recognizes 18 sectors and thus
more closely tracks the S&P. In addition, I've placed less emphasis on
top-down industry models and more on bottom-up stock selection models,
since they seem to work better in this type of market environment.
Q. WHAT STOCKS CONTRIBUTED TO THE FUND'S PERFORMANCE DURING THE PAST SIX
MONTHS?
A. The fund was slightly overweighted in financial stocks, which helped
performance. For instance, Travelers, Inc., the largest holding in the
fund, performed well based on strong sales of its variable annuity
products. In the third quarter of 1996, the stock's earnings per share
increased by 29%. Bank of Boston, another financial holding, had high
earnings growth in the second quarter and continued to improve after its
merger with BayBanks. However, we sold our position in Bank of Boston by
the end of the period because I felt neither stock had significant upside
potential.
Q. WHERE ELSE DID YOU FIND OPPORTUNITIES?
A. NIKE, another top 10 holding, also contributed to the fund's
performance. The company had excellent business prospects during the period
and saw increasing orders. Its revenues were up 34% in the third quarter of
1996. Another strong contributor was Safeway, a major supermarket chain,
which experienced strong earnings growth and improving earnings estimates.
Q. WHICH STOCKS PROVED DISAPPOINTING DURING THE PERIOD?
A. The fund suffered from its large holding in WorldCom, which lost 25% of
its value after it announced it would purchase MFS Communications, another
communications company. The stock, some of which I continue to hold,
rebounded somewhat by the end of the period.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. I expect earnings growth to decelerate, which will make stock selection
much more important going forward. I welcome that change since I believe
this fund can perform better in an environment of decelerating earnings
because I try to own stocks with earnings growth that is greater than the
overall market.
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
FUND NUMBER: 315
TRADING SYMBOL: FDEQX
START DATE: December 28,
1988
SIZE: as of October 31, 1996,
more than $2.1 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 HIS INVESTMENT
PHILOSOPHY:
"Smaller companies generally
have a much greater potential for
increasing their earnings than do
the larger companies that
dominate the S&P 500 Index.
However, in a market
environment in which
well-known consumer
nondurable companies are
favored over smaller,
higher-growth stocks, it's
difficult for smaller companies
to outperform the market.
"I think that altering this fund's
holdings in favor of
slower-growing, high-priced
stocks because they're
temporarily in favor would be
a disservice to shareholders.
That's not what this fund was
designed to do. Instead, my
goal is to maintain a diversified
portfolio of stocks whose
earnings and revenue
growth are stronger than that
of the overall market. I think that
if I continue to employ
quantitative and fundamental
research methods to reconcile
value and growth with
near-term earnings
prospects, the fund will be in a
better position to outperform
the overall market over time.
"During the past six months,
we've seen the market really bid
up expensive consumer
nondurable stocks. While it
may be frustrating in the near
term, I believe that investors
with a longer time horizon are
much better off owning smaller
stocks with better growth
prospects and lower
price-to-earnings multiples."
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.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Travelers, Inc. (The) 3.7 2.7

Procter & Gamble Co. 3.3 0.0

General Electric Co. 3.1 0.0

Callaway Golf Co. 2.7 2.3

NIKE, Inc. Class B 2.5 2.7

WorldCom, Inc. 2.5 3.8

Merck & Co., Inc. 2.4 0.0

Unocal Corp. 2.4 0.0

AlliedSignal, Inc. 2.4 0.0

Amgen, Inc. 2.3 0.0

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Finance 13.3 27.3

Utilities 11.5 9.1

Technology 10.5 12.0

Energy 9.8 9.1

Health 8.4 8.6

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF OCTOBER 31, 1996 * AS OF APRIL 30, 1996 **
Row: 1, Col: 1, Value: 9.4
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 40.6
Row: 1, Col: 4, Value: 50.0
Row: 1, Col: 1, Value: 4.6
Row: 1, Col: 2, Value: 6.2
Row: 1, Col: 3, Value: 40.4
Row: 1, Col: 4, Value: 55.0
Stocks 90.6%
Short-term
investments 9.4%
FOREIGN
INVESTMENTS 0.6%
Stocks 95.4%
Short-term
investments 4.6%
FOREIGN
INVESTMENTS 0.0%
*

**
INVESTMENTS OCTOBER 31, 1996

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 90.6%
SHARES VALUE (NOTE 1)
(000'S)
AEROSPACE & DEFENSE - 2.1%
McDonnell Douglas Corp. 842,000 $ 45,889
BASIC INDUSTRIES - 3.9%
CHEMICALS & PLASTICS - 3.5%
Cytec Industries, Inc. (a) 516,100 18,451
du Pont (E.I.) de Nemours & Co. 200,000 18,550
Monsanto Co. 200,000 7,925
PPG Industries, Inc. 100,000 5,700
Raychem Corp. 100,000 7,812
Rohm & Haas Co. 75,000 5,353
Sealed Air Corp. (a) 283,700 11,029
Valspar Corp. 15,000 737
75,557
METALS & MINING - 0.1%
Superior Telecom, Inc. (a) 57,600 1,022
PAPER & FOREST PRODUCTS - 0.3%
Fort Howard Corp. (a) 259,000 6,637
TOTAL BASIC INDUSTRIES 83,216
CONGLOMERATES - 2.5%
AlliedSignal, Inc. 782,000 51,221
United Technologies Corp. 22,800 2,936
54,157
CONSTRUCTION & REAL ESTATE - 1.0%
BUILDING MATERIALS - 0.7%
Armstrong World Industries, Inc. 206,000 13,750
CONSTRUCTION - 0.2%
Cavalier Homes, Inc. 29,850 556
Continental Homes Holding Corp. 17,500 284
Oakwood Homes Corp. 105,000 2,783
3,623
REAL ESTATE - 0.1%
Stewart Enterprises, Inc. Class A 75,000 2,569
TOTAL CONSTRUCTION & REAL ESTATE 19,942
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000'S)
DURABLES - 6.1%
AUTOS, TIRES, & ACCESSORIES - 2.4%
Lear Corp. (a) 561,500 $ 20,775
TRW, Inc. 338,400 30,625
United Auto Group, Inc. 3,100 107
51,507
CONSUMER ELECTRONICS - 0.6%
Black & Decker Corp. 317,000 11,848
TEXTILES & APPAREL - 3.1%
NIKE, Inc. Class B 914,000 53,812
VF Corp. 194,000 12,683
66,495
TOTAL DURABLES 129,850
ENERGY - 9.8%
ENERGY SERVICES - 0.9%
Noble Drilling Corp. (a) 1,013,000 18,867
OIL & GAS - 8.9%
Chevron Corp. 450,000 29,587
Cooper Cameron Corp. (a) 98,000 6,260
Kerr-McGee Corp. 400,000 25,100
Mobil Corp. 159,500 18,622
Phillips Petroleum Co. 500,000 20,500
Texaco, Inc. 359,000 36,483
United Meridian Corp. (a) 102,000 4,807
Unocal Corp. 1,400,000 51,275
192,634
TOTAL ENERGY 211,501
FINANCE - 13.3%
BANKS - 2.6%
AmSouth Bancorporation 170,000 7,884
BankAmerica Corp. 182,000 16,653
Barnett Banks, Inc. 100,000 3,812
Commerce Bancshares, Inc. 30,000 1,301
Firstmerit Corp. 10,000 325
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000'S)
FINANCE - CONTINUED
BANKS - CONTINUED
Mercantile Bankshares Corp. 63,000 $ 1,898
Republic New York Corp. 255,000 19,444
Wachovia Corp. 100,000 5,375
56,692
CREDIT & OTHER FINANCE - 0.4%
Finova Group, Inc. 88,500 5,465
Money Store, Inc. 137,000 3,528
Southern Pacific Funding Corp. (a) 1,500 47
9,040
FEDERAL SPONSORED CREDIT - 1.8%
Student Loan Marketing Association 474,200 39,240
INSURANCE - 7.6%
AMBAC, Inc. 65,000 4,062
American International Group, Inc. 238,000 25,853
American Reinsurance Corp. 41,800 2,691
CIGNA Corp. 132,000 17,226
GCR Holdings Ltd. 4,800 112
MGIC Investment Corp. 165,000 11,323
Old Republic International Corp. 245,000 6,064
Reliastar Financial Corp. 30,000 1,590
SunAmerica, Inc. 423,000 15,862
Travelers, Inc. (The) 1,452,000 78,771
163,554
SAVINGS & LOANS - 0.6%
Charter One Financial Corp. 89,250 3,877
Standard Federal Bancorp., Inc. 40,000 2,140
Washington Mutual, Inc. 132,000 5,577
11,594
SECURITIES INDUSTRY - 0.3%
United Asset Management Corp. 276,000 6,762
TOTAL FINANCE 286,882
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000'S)
HEALTH - 8.4%
DRUGS & PHARMACEUTICALS - 6.8%
Amgen, Inc. (a) 809,000 $ 49,602
Biogen, Inc. (a) 100,000 7,450
Merck & Co., Inc. 707,000 52,406
Pfizer, Inc. 200,000 16,550
Rhone Poulenc Rorer, Inc. 113,000 7,585
Schering-Plough Corp. 200,000 12,800
146,393
MEDICAL EQUIPMENT & SUPPLIES - 0.8%
Becton, Dickinson & Co. 116,600 5,072
Johnson & Johnson 206,200 10,155
Sybron International, Inc. (a) 69,000 2,010
17,237
MEDICAL FACILITIES MANAGEMENT - 0.8%
HEALTHSOUTH Rehabilitation Corp. (a) 100,000 3,750
OrNda Healthcorp (a) 519,000 14,143
17,893
TOTAL HEALTH 181,523
INDUSTRIAL MACHINERY & EQUIPMENT - 5.1%
ELECTRICAL EQUIPMENT - 3.3%
American Power Conversion Corp. (a) 4,700 100
General Electric Co. 698,000 67,532
Hubbell, Inc. Class B 48,000 1,962
69,594
INDUSTRIAL MACHINERY & EQUIPMENT - 1.6%
Dover Corp. 400,000 20,550
Illinois Tool Works, Inc. 182,000 12,786
JLG Industries, Inc. 101,000 1,515
34,851
POLLUTION CONTROL - 0.2%
Wheelabrator Technologies, Inc. 299,000 4,634
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 109,079
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000'S)
MEDIA & LEISURE - 3.2%
ENTERTAINMENT - 0.3%
Carnival Cruise Lines, Inc. Class A 180,000 $ 5,422
LEISURE DURABLES & TOYS - 2.7%
Callaway Golf Co. 1,892,400 57,955
LODGING & GAMING - 0.1%
Homegate Hospitality, Inc. 47,300 414
International Game Technology Corp. 65,000 1,373
1,787
PUBLISHING - 0.1%
Washington Post Co. Class B 8,200 2,698
TOTAL MEDIA & LEISURE 67,862
NONDURABLES - 7.6%
AGRICULTURE - 0.3%
Pioneer Hi-Bred International, Inc. 99,000 6,645
FOODS - 2.4%
Campbell Soup Co. 200,000 16,000
ConAgra, Inc. 300,000 14,963
Hershey Foods Corp. 100,000 4,837
Interstate Bakeries Corp. 50,000 2,119
Ralston Purina Group 214,000 14,151
52,070
HOUSEHOLD PRODUCTS - 4.4%
Alberto Culver Co. Class B 20,000 915
Clorox Co. 175,000 19,097
First Brands Corp. 52,500 1,490
Procter & Gamble Co. 727,000 71,973
93,475
TOBACCO - 0.5%
RJR Nabisco Holdings Corp. 400,000 11,550
TOTAL NONDURABLES 163,740
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000'S)
RETAIL & WHOLESALE - 4.6%
APPAREL STORES - 0.8%
Gap, Inc. 594,400 $ 17,238
Hibbett Sporting Goods, Inc. (a) 11,900 244
17,482
GENERAL MERCHANDISE STORES - 1.2%
Mercantile Stores Co., Inc. 91,000 4,516
Woolworth Corp. (a) 1,060,000 22,260
26,776
GROCERY STORES - 1.8%
American Stores Co. 274,000 11,337
Safeway, Inc. (a) 632,600 27,122
38,459
RETAIL & WHOLESALE, MISCELLANEOUS - 0.8%
Borders Group, Inc. (a) 363,000 11,434
Tiffany & Co., Inc. 139,700 5,169
16,603
TOTAL RETAIL & WHOLESALE 99,320
SERVICES - 0.6%
ADVERTISING - 0.4%
Omnicom Group, Inc. 152,000 7,562
SERVICES - 0.2%
Robert Half International, Inc. (a) 128,000 5,136
Staffmark, Inc. (a) 32,000 416
5,552
TOTAL SERVICES 13,114
TECHNOLOGY - 10.5%
COMMUNICATIONS EQUIPMENT - 1.4%
Tellabs, Inc. (a) 353,000 30,049
COMPUTER SERVICES & SOFTWARE - 2.2%
Award Software International, Inc. 35,500 249
Computer Associates International, Inc. 524,000 30,981
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000'S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Compuware Corp. (a) 297,000 $ 15,667
TALX Corp. 9,400 67
46,964
COMPUTERS & OFFICE EQUIPMENT - 5.9%
Applied Magnetics Corp. (a) 22 -
Comdisco, Inc. 83,000 2,480
Compaq Computer Corp. (a) 458,000 31,888
Dell Computer Corp. (a) 100,000 8,137
International Business Machines Corp. 22,000 2,838
Sun Microsystems, Inc. (a) 357,900 21,832
Western Digital Corp. (a) 601,000 29,149
Xerox Corp. 669,000 31,025
127,349
ELECTRONICS - 1.0%
Intel Corp. 200,000 21,975
TOTAL TECHNOLOGY 226,337
TRANSPORTATION - 0.4%
AIR TRANSPORTATION - 0.4%
AMR Corp. (a) 76,000 6,384
Comair Holdings, Inc. 81,400 1,638
8,022
UTILITIES - 11.5%
ELECTRIC UTILITY - 8.4%
Allegheny Power System, Inc. 404,500 12,084
DQE, Inc. 219,400 6,308
Dominion Resources, Inc. 548,000 20,687
Entergy Corp. 1,091,000 30,548
FPL Group, Inc. 156,000 7,176
Florida Progress Corp. 279,400 9,325
GPU, Inc. 466,200 15,326
Illinova Corp. 254,500 6,935
IPALCO Enterprises, Inc. 133,800 3,596
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000'S)
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
Ohio Edison Co. 291,000 $ 6,075
Southern Co. 696,000 15,399
Texas Utilities Co. 1,166,000 47,223
180,682
GAS - 0.1%
National Fuel Gas Co. 81,000 3,017
TELEPHONE SERVICES - 2.9%
Cincinnati Bell, Inc. 140,000 6,912
Smartalk Teleservices, Inc. 31,700 476
Viatel, Inc. 47,400 569
WorldCom, Inc. (a) 2,188,000 53,332
61,289
WATER - 0.1%
American Water Works, Inc. 154,000 3,138
TOTAL UTILITIES 248,126
TOTAL COMMON STOCKS
(Cost $1,731,707) 1,948,560
U.S. TREASURY OBLIGATIONS - 0.0%
PRINCIPAL AMOUNT
(000S)
U.S. Treasury Bill, yield at date of purchase
5.13%, 3/6/97 (Cost $981) $ 1,000 982
CASH EQUIVALENTS - 9.4%
MATURITY AMOUNT
(000S)
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 5.54%, dated
10/31/96 due 11/1/96 $ 201,972 201,941
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,934,629) $ 2,151,483
LEGEND
1. Non-income producing
INCOME TAX INFORMATION
At October 31, 1996, the aggregate cost of investment securities for income
tax purposes was $1,935,008,000. Net unrealized appreciation aggregated
$216,475,000, of which $235,138,000 related to appreciated investment
securities and $18,663,000 related to depreciated investment securities.
The fund hereby designates approximately $47,043,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1996

ASSETS

Investment in securities, at value (including repurchase $ 2,151,483
agreements of $201,941) (cost $1,934,629) -
See accompanying schedule

Receivable for investments sold 1,514

Receivable for fund shares sold 9,266

Dividends receivable 2,045

Other receivables 46

TOTAL ASSETS 2,164,354

LIABILITIES

Payable to custodian bank $ 209

Payable for investments purchased 9,332

Payable for fund shares redeemed 6,937

Accrued management fee 828

Other payables and accrued expenses 560

TOTAL LIABILITIES 17,866

NET ASSETS $ 2,146,488

Net Assets consist of:

Paid in capital $ 1,731,109

Undistributed net investment income 19,271

Accumulated undistributed net realized gain (loss) on 179,254
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 216,854
investments

NET ASSETS, for 93,849 shares outstanding $ 2,146,488

NET ASSET VALUE, offering price and redemption price $22.87
per share ($2,146,488 (divided by) 93,849 shares)

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1996

INVESTMENT INCOME $ 32,441
Dividends

Interest 10,111

TOTAL INCOME 42,552

EXPENSES

Management fee $ 13,162
Basic fee

Performance adjustment (1,531)

Transfer agent fees 4,705

Accounting fees and expenses 791

Non-interested trustees' compensation 7

Custodian fees and expenses 78

Registration fees 172

Audit 49

Legal 15

Interest 1

Miscellaneous 18

Total expenses before reductions 17,467

Expense reductions (1,302) 16,165

NET INVESTMENT INCOME 26,387

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

Investment securities 168,857

Futures contracts 10,771 179,628

Change in net unrealized appreciation (depreciation) on:

Investment securities 24,143

Futures contracts 1,244 25,387

NET GAIN (LOSS) 205,015

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 231,402
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1996 1995

INCREASE (DECREASE) IN NET ASSETS

Operations $ 26,387 $ 27,165
Net investment income

Net realized gain (loss) 179,628 223,161

Change in net unrealized appreciation (depreciation) 25,387 127,230

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 231,402 377,556
FROM OPERATIONS

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

From net realized gain (207,412) (31,228)

TOTAL DISTRIBUTIONS (235,313) (46,224)

Share transactions 973,116 1,143,822
Net proceeds from sales of shares

Reinvestment of distributions 227,237 44,136

Cost of shares redeemed (1,137,993) (513,551)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 62,360 674,407
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 58,449 1,005,739

NET ASSETS

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

End of period (including undistributed net investment $ 2,146,488 $ 2,088,039
income of $19,271 and $21,870, respectively)

OTHER INFORMATION
Shares

Sold 45,067 56,254

Issued in reinvestment of distributions 10,899 2,513

Redeemed (52,752) (25,272)

Net increase (decrease) 3,214 33,495

</TABLE>

FINANCIAL HIGHLIGHTS

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

1996 1995 1994 B 1993 1992

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net investment income .26 .30 .21 .19 .19

Net realized and unrealized 2.10 4.57 .50 3.20 1.89
gain (loss)

Total from investment 2.36 4.87 .71 3.39 2.08
operations

Less Distributions

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

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

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

Net asset value, end of period $ 22.87 $ 23.04 $ 18.94 $ 19.48 $ 17.27

TOTAL RETURN A 11.31% 26.98% 4.01% 20.76% 13.99%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 2,146 $ 2,088 $ 1,082 $ 790 $ 341
(in millions)

Ratio of expenses to average .81% .96% 1.07% 1.11% 1.16%
net assets

Ratio of expenses to average net .75% .93% 1.05% 1.09% 1.16%
assets after expense C C C C
reductions

Ratio of net investment income 1.22% 1.81% 1.43% 1.39% 1.79%
to average net assets

Portfolio turnover rate 297% 221% 139% 279% 255%

Average commission rate D $ .0389

</TABLE>

J 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).
K 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.
L 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).
M 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 October 31, 1996

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 with remaining maturities of sixty days or less for which
quotations are not readily available 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. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, 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 futures
transactions and losses deferred due to wash sales. The fund also utilized
earnings and profits distributed to shareholders on redemption of shares as
a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign securities. 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 foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
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 for U.S. Treasury or Federal
Agency obligations.
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). 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. The fund may use futures contracts to manage its
exposure to the stock market. Buying futures tends to increase the fund's
exposure to the underlying instrument, while selling futures tends 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.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $5,861,422,000 and $5,866,134,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $720,639,000 and $931,163,000, 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% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .54% 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES - CONTINUED
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 annual rate of .22% of average net assets.
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 $795,000 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
$1,206,000 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 $22,000 and $74,000,
respectively, under these arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity
Disciplined Equity Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Capital Trust: Fidelity Disciplined Equity Fund, including the
schedule of portfolio investments, as of October 31, 1996, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1996, by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Capital Trust: Fidelity Disciplined Equity Fund, as of October
31, 1996, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 6, 1996
DISTRIBUTIONS

The Board of Trustees of Fidelity Disciplined Equity Fund voted to pay on
December 9, 1996, to shareholders of record at the opening of business on
December 6, 1996, a distribution of $1.49 per share derived from capital
gains realized from sales of portfolio securities and a dividend of $.23
per share from net investment income.
A total of 2.65% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 14% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1997 of these percentages for
use in preparing 1996 income tax returns.
MANAGING YOUR INVESTMENTS

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Bradford F. Lewis, Vice President
Arthur S. Loring, Secretary
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 *
ADVISORY BOARD
William O. McCoy
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
State Street Bank and Trust Company
North Quincy, 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
Exchanges/Redemptions 1-800-544-7777
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)
TouchTone Xpress 1-800-544-5555
SM
* INDEPENDENT TRUSTEES
AUTOMATED LINE FOR QUICKEST SERVICE