FIDELITY CAPITAL TRUST, N-30D, 1997-06-11

FIDELITY CAPITAL TRUST
N-30D, 1997-06-11

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(2_FIDELITY_LOGOS)FIDELITY

CAPITAL APPRECIATION
FUND
SEMIANNUAL REPORT
APRIL 30, 1997
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

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

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

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

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

NOTES 25 Notes to the financial statements.

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.

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
Through the first four months of 1997, stock and bond markets experienced
the kind of short-term volatility that can affect them from time to time.
After climbing steadily upward for more than two years, stock prices saw a
sharp correction in late March and early April. Returns in the bond market
were essentially stagnant as the Federal Reserve Board implemented a
long-expected increase in short-term interest rates at the end of March.
While it's impossible to predict the future direction of the markets with
any degree of certainty, there are certain basic principles that can help
investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will greatly
reduce your vulnerability to any single decline. We know from experience,
for example, that stock prices have gone up over longer periods of time,
have significantly outperformed other types of investments and have stayed
ahead of inflation.
Second, you can further manage your investing risk through diversification.
A stock mutual fund, for instance, is already diversified, because it
invests in many different companies. You can increase your diversification
further by investing in a number of different stock funds, or in such other
investment categories 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, it's important to
remember that there is no assurance that a money market fund will achieve
its goal of maintaining a stable net asset value of $1.00 per share, and
that these types of funds are neither insured nor guaranteed by any agency
of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it makes
good sense to follow a regular investment plan, investing a certain amount
of money in a fund at the same time each month or quarter and periodically
reviewing your overall portfolio. By doing so, you won't get caught up in
the excitement of a rapidly rising market, nor will you buy all your shares
at market highs. While this strategy - known as dollar cost averaging -
won't assure a profit or protect you from a loss in a declining market, it
should help you lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are available
24 hours a day, seven days a week to provide you the information you need
to make the investments that are right for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change or the growth of a hypothetical $10,000 investment. Total return
reflects the change in the value of an investment, assuming reinvestment of
the fund's dividend income and capital gains (the profits earned upon the
sale of securities that have grown in value). Total returns do not include
the effect of the 3% sales load which was eliminated as of December 30,
1996.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS

Fidelity Capital Appreciation 7.05% 9.81% 94.76% 220.39%

S&P 500 (registered trademark) 14.72% 25.13% 120.23% 275.42%

Capital Appreciation Funds Average 1.34% 2.99% 86.32% 181.19%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years or 10
years. For example, if you invested $1,000 in a fund that had a 5% return
over the past year, the value of your investment would be $1,050. You can
compare the fund's returns to the performance of the Standard & Poor's 500
Index - a 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 mutual funds with similar objectives tracked by Lipper Analytical
Services, Inc. The past six months average represents a peer group of 216
mutual funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity Capital Appreciation 9.81% 14.26% 12.35%

S&P 500 25.13% 17.10% 14.14%

Capital Appreciation Funds Average 2.99% 12.86% 10.22%

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking an arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)
$10,000 OVER 10 YEARS
Capital Appreciation SP Standard & Poor 500
00307 SP001
1987/04/30 10000.00 10000.00
1987/05/31 10047.39 10087.00
1987/06/30 10466.03 10596.39
1987/07/31 11808.85 11133.63
1987/08/31 11627.17 11548.92
1987/09/30 11824.64 11295.99
1987/10/31 8586.10 8862.84
1987/11/30 8554.50 8132.54
1987/12/31 8977.59 8751.43
1988/01/31 9363.08 9119.86
1988/02/29 10185.46 9544.85
1988/03/31 10528.11 9249.91
1988/04/30 10879.34 9352.58
1988/05/31 10990.70 9433.95
1988/06/30 11590.35 9866.97
1988/07/31 11538.95 9829.48
1988/08/31 11410.45 9495.27
1988/09/30 11847.34 9899.77
1988/10/31 12130.03 10174.99
1988/11/30 12001.54 10029.48
1988/12/31 12354.82 10205.00
1989/01/31 12960.03 10952.01
1989/02/28 12821.69 10679.30
1989/03/31 13228.05 10928.13
1989/04/30 13842.12 11495.30
1989/05/31 14370.18 11960.86
1989/06/30 14699.13 11892.68
1989/07/31 15651.37 12966.59
1989/08/31 15711.97 13220.73
1989/09/30 15660.36 13166.53
1989/10/31 15010.02 12861.07
1989/11/30 15313.51 13123.43
1989/12/31 15679.36 13438.39
1990/01/31 14962.80 12536.68
1990/02/28 15160.80 12698.40
1990/03/31 15273.94 13034.91
1990/04/30 14736.52 12709.04
1990/05/31 15519.08 13948.17
1990/06/30 15377.65 13853.32
1990/07/31 15085.37 13808.99
1990/08/31 13510.84 12560.66
1990/09/30 12520.86 11948.95
1990/10/31 12115.44 11897.57
1990/11/30 12747.14 12666.15
1990/12/31 13219.79 13019.54
1991/01/31 13773.80 13587.19
1991/02/28 14843.61 14558.68
1991/03/31 15197.03 14911.00
1991/04/30 15254.34 14946.78
1991/05/31 15454.93 15592.48
1991/06/30 14996.44 14878.35
1991/07/31 15569.55 15571.68
1991/08/31 15560.00 15940.73
1991/09/30 15082.41 15674.52
1991/10/31 14786.30 15884.56
1991/11/30 13907.53 15244.41
1991/12/31 14540.99 16988.37
1992/01/31 15389.41 16672.39
1992/02/29 16025.72 16889.13
1992/03/31 15990.37 16559.79
1992/04/30 16449.93 17046.65
1992/05/31 16650.26 17130.18
1992/06/30 16638.47 16874.94
1992/07/31 16720.96 17565.12
1992/08/31 16049.29 17205.04
1992/09/30 16072.86 17408.05
1992/10/31 16167.13 17468.98
1992/11/30 16343.88 18064.68
1992/12/31 16921.16 18286.87
1993/01/31 17395.00 18440.48
1993/02/28 17769.15 18691.27
1993/03/31 18769.53 19085.66
1993/04/30 19669.87 18623.78
1993/05/31 20195.06 19122.90
1993/06/30 20257.59 19178.36
1993/07/31 20695.25 19101.64
1993/08/31 20970.35 19825.60
1993/09/30 20482.67 19672.94
1993/10/31 21683.12 20080.17
1993/11/30 21608.09 19889.41
1993/12/31 22575.20 20130.07
1994/01/31 23802.69 20814.49
1994/02/28 23290.55 20250.42
1994/03/31 22321.82 19367.50
1994/04/30 22458.26 19615.41
1994/05/31 22635.64 19937.10
1994/06/30 21885.21 19448.64
1994/07/31 22362.75 20086.55
1994/08/31 23249.62 20910.10
1994/09/30 23331.49 20397.81
1994/10/31 23195.05 20856.76
1994/11/30 23345.13 20097.15
1994/12/31 23144.11 20395.19
1995/01/31 23839.49 20924.04
1995/02/28 24277.88 21739.45
1995/03/31 24277.88 22380.98
1995/04/30 24958.15 23040.10
1995/05/31 25079.09 23961.02
1995/06/30 25653.53 24517.63
1995/07/31 26878.01 25330.63
1995/08/31 27679.21 25394.21
1995/09/30 28011.78 26465.85
1995/10/31 26772.19 26371.37
1995/11/30 27195.46 27529.07
1995/12/31 27487.74 28059.28
1996/01/31 28749.10 29014.42
1996/02/29 28634.43 29283.38
1996/03/31 28699.96 29565.38
1996/04/30 29175.01 30001.17
1996/05/31 29994.08 30774.90
1996/06/30 29093.11 30892.16
1996/07/31 27454.98 29527.34
1996/08/31 28372.33 30150.07
1996/09/30 29895.79 31846.92
1996/10/31 29928.55 32725.26
1996/11/30 31583.06 35198.96
1996/12/31 31643.85 34501.67
1997/01/31 33061.01 36657.33
1997/02/28 32612.54 36944.73
1997/03/31 31374.77 35426.67
1997/04/30 32039.00 37541.64
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was invested
in Fidelity Capital Appreciation Fund on April 30, 1987. As the chart
shows, by April 30, 1997, the value of the investment would have grown to
$32,039 - a 220.39% 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 $37,542 - a
275.42% 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
long-term growth and
short-term volatility. In turn,
the share price and return of
a fund that invests in stocks
will vary. That means if you
sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Harry Lange, Portfolio Manager of Fidelity Capital
Appreciation Fund
Q. HOW DID THE FUND PERFORM, HARRY?
A. For the six months ended April 30, 1997, the fund produced a return of
7.05%. This topped the 1.34% return of the capital appreciation funds
average, according to Lipper Analytical Services, over the same time. From
a 12-month perspective, the fund had a return of 9.81% as of April 30,
1997, while the peer group returned 2.99%.
Q. TO WHAT DO YOU ATTRIBUTE THE FUND'S STRONG SHOWING VERSUS ITS
COMPETITORS?
A. Individual stock selection is typically the most important driver behind
performance, and this particular period was no different. It's a relatively
simple concept: if your top stocks perform well or poorly, the fund's
returns will most likely reflect that. In terms of specific market
segments, the fund's technology positions contributed positively, as did
its stake in real estate investment trusts, better known as REITs. Relative
to its peer group, the fund was overweighted in each of these areas.
Q. DID YOU NOTICE ANY SIGNIFICANT MARKET DEVELOPMENTS DURING THE PERIOD? IF
SO, HOW DID THE FUND REACT?
A. One theme that wove its way through the market during the latter half of
1996 and into early 1997 was the continued
surge of large-cap stocks - those with market capitalizations of $5 billion
or more. These stocks are typically well-known amongst consumers -
Coca-Cola, Disney, Microsoft, to name just a few. Much of the market's
gains for the period, as gauged by the S&P 500, was concentrated among a
select group of these stocks. In an environment such as we've seen - high
levels of cash coming into mutual funds and increased volatility toward the
end of the period - investors tend to feel more comfortable buying these
well-known stocks. From the fund's perspective, a majority of its positions
are mid- or small-cap by nature. I did, however, find attractive
opportunities among these larger, more liquid stocks as well.
Q. WHEN WE LAST SPOKE, YOU STATED YOUR INTENTION OF ADJUSTING THE FUND'S
UNDERLYING INVESTMENTS TO ASSUME MORE OF A GROWTH-ORIENTED PROFILE. HOW DID
YOU GO ABOUT PURSUING THIS?
A. The fund's continued overweighting in technology and retail stocks -
relative to the Standard & Poor's 500 Index - reflected this strategy. Both
groups are
considered growth-oriented. I also pursued growth through the consolidation
game. Depending on the situation, a company can increase its growth
prospects considerably by acquiring another company. Examples that affected
the fund included HFS, Inc., a conglomerate that was in the process of
acquiring hotels and rental car companies; Corporate Express, which focused
on adding office supply companies; and Service Corp. International, which
was adding to its presence in the funeral home business.
Q. DID YOU WORK ANY OTHER THEMES INTO YOUR STRATEGY?
A. I tried to find companies that had the ability to increase the prices of
their products. In some cases, as industries consolidate, aggressive
competition is reduced and companies are able to increase their prices.
Additionally, as companies establish strong brands and market share, they
can also give themselves a better chance of setting their own prices.
Q. IN MARCH, THE FEDERAL RESERVE BOARD RAISED INTEREST RATES A QUARTER OF A
PERCENTAGE POINT AND SENTIMENT SEEMS TO INDICATE THAT MORE HIKES ARE
FORTHCOMING. WHAT EFFECT DO INTEREST RATE INCREASES HAVE ON STOCKS?
A. Rate increases hurt stocks in two ways. First, rising rates translate to
rising bond yields. This can make bonds more attractive relative to stocks
and you
could see investors shift into the fixed-income arena, making stocks less
in demand. Second, higher interest rates hurt companies that have net debt
on their balance sheets. Borrowing costs go up with higher rates as well,
so companies are more hesitant to build earnings through consolidation.
Basically, higher rates would accomplish the Fed's goal of slowing down the
economy.
Q. WHICH INDIVIDUAL HOLDINGS HAD THE MOST INFLUENCE ON THE FUND'S
PERFORMANCE?
A. After a bumpy ride in the summer of 1996, technology stocks posted
modest gains in late 1996 and early this year. Reflecting this rebound,
some of the top-performing stocks in the portfolio resided in the
technology group. Stocks such as Intel, Seagate and EMC contributed
positively to the fund's overall performance. On the other side of the
coin, Westinghouse - which remains a large holding - was somewhat
disappointing. They're talking about spinning off their radio and TV
entities, a development that I feel could be beneficial. Security First
Network Bank, the first-ever FDIC-approved Internet bank, was also a
disappointment.
Q. WHAT'S YOUR OUTLOOK?
A. Despite expectations of further interest rate increases, I won't make
any wholesale allocation changes. I may look at less interest-rate
sensitive stocks, but rising rates won't alter my
investing discipline of analyzing individual companies' top-line growth and
pursuing good buying opportunities.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

FUND FACTS
GOAL: to increase the value
of the fund's shares by
investing mainly in common
stocks
FUND NUMBER: 307
TRADING SYMBOL: FDCAX
START DATE: November 26, 1986
SIZE: as of April 30, 1997,
more than $1.5 billion
MANAGER: Harry Lange,
since 1996; manager, Fidelity
Select Computers Portfolio,
1992-1996; Fidelity Select
Technology Portfolio, 1993-
1996; Fidelity Select
Electronics Portfolio,
1993-1995; research director,
Fidelity Investments Far East,
1988-1992; manager, Fidelity
Select Capital Goods Portfolio
and Fidelity Select Automation
and Machinery Portfolio, 1988;
joined Fidelity in 1987
(checkmark)
HARRY LANGE ON THE
BUSINESS CYCLE AND ITS
EFFECTS ON STOCKPICKING:
"A typical business cycle
involves a recession giving
way to modest growth, then
stronger growth. At some
point, this expansion reaches
its peak and a slowdown
begins, leading to recession
and a completion of the cycle.
Lately, though, these phases
of the cycle haven't been so
pronounced. The economy
has been plugging along for
quite some time, with
moderate growth and minimal
signs of inflation. I think part
of the reason behind this is
that companies are managing
their businesses smarter.
There's more consolidation
going on, companies are
monitoring their inventories so
as not to overbuild and they're
responding more and more to
their customers' needs.
Because of this, we may
see a more muted business
cycle going forward. Some
investors buy stocks based
on whether we're in the early
or late stages of a cycle, but
I don't generally prescribe to
that strategy. As the phases
of the business cycle become
harder and harder to see,
making investment changes
based on where we're at in
the cycle becomes
increasingly challenging."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Microsoft Corp. 5.1 0.1

Westinghouse Electric Corp. 3.9 0.4

Seagate Technology 3.4 3.0

Service Corp. International 2.9 0.2

Dell Computer Corp. 2.6 0.0

USA Waste Services, Inc. 2.6 0.0

MCI Communications Corp. 2.1 0.0

Corporate Express, Inc. 1.9 0.0

Wal-Mart Stores, Inc. 1.8 0.6

General Electric Co. 1.7 3.3

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Technology 20.9 22.5

Industrial Machinery & Equipment 10.3 4.9

Retail & Wholesale 10.0 9.7

Media & Leisure 8.9 10.3

Construction & Real Estate 8.2 6.4

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF APRIL 30, 1997 * AS OF OCTOBER 31, 1996 **
Row: 1, Col: 1, Value: 48.0
Row: 1, Col: 2, Value: 48.4
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 3.6
Stocks 93.5%
Bonds 0.0%
Short-term
investments 6.5%
FOREIGN
INVESTMENTS 6.5%
Stocks 96.8%
Bonds 0.0%
Short-term
investments 3.2%
FOREIGN
INVESTMENTS 7.8%
Row: 1, Col: 1, Value: 46.5
Row: 1, Col: 2, Value: 47.0
Row: 1, Col: 3, Value: 6.5
Row: 1, Col: 4, Value: 0.0
*
**
INVESTMENTS APRIL 30, 1997 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 96.7%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 2.9%
AEROSPACE & DEFENSE - 1.6%
BE Aerospace, Inc. 800,000 $ 19,700
Harsco Corp. 163,400 6,025
25,725
DEFENSE ELECTRONICS - 1.3%
Litton Industries, Inc. 243,300 10,310
Tracor, Inc. (a) 452,700 9,846
20,156
TOTAL AEROSPACE & DEFENSE 45,881
BASIC INDUSTRIES - 3.3%
CHEMICALS & PLASTICS - 1.3%
AEP Industries, Inc. (a) 23,000 1,087
Foamex International, Inc. (a) 100,000 1,438
Monsanto Co. 320,000 13,680
Seda Specialty Packaging Corp. (a)(c) 327,000 5,395
21,600
IRON & STEEL - 0.7%
Aeroquip Vickers, Inc. 50,000 2,019
Inland Steel Industries, Inc. 81,000 1,842
Quanex Corp. 200,000 5,050
TriMas Corp. 108,300 2,667
11,578
METALS & MINING - 0.0%
Alumax, Inc. (a) 14,400 526
PACKAGING & CONTAINERS - 0.8%
Owens-Illinois, Inc. (a) 461,200 12,452
PAPER & FOREST PRODUCTS - 0.5%
Mail-Well, Inc. 100,000 2,738
Mercer International, Inc. (SBI) 568,000 4,686
7,424
TOTAL BASIC INDUSTRIES 53,580
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - 8.2%
BUILDING MATERIALS - 0.3%
CalMat Co. 50,000 $ 894
Masco Corp. 100,000 3,775
4,669
CONSTRUCTION - 2.1%
Daito Trust Construction Co. 486,700 4,903
Higashi Nihon House Co. Ltd. 200,000 1,968
Lennar Corp. 972,468 26,135
33,006
ENGINEERING - 0.1%
Billing Information Concepts Corp. (a) 100,000 2,388
REAL ESTATE - 0.6%
Major Realty Corp. (a)(c) 680,000 850
Mitsubishi Estate Co. Ltd. 200,000 2,519
Stewart Enterprises, Inc. Class A 200,000 6,600
9,969
REAL ESTATE INVESTMENT TRUSTS - 5.1%
American Health Properties, Inc. 93,700 2,202
Bay Apartment Communities, Inc. 26,000 871
CBL & Associates Properties, Inc. 14,000 331
Duke Realty Investors, Inc. 192,276 7,066
Equity Residential Properties Trust (SBI) 264,300 11,563
Excel Realty Trust, Inc. 750,800 18,207
Felcor Suite Hotels, Inc. 30,000 1,076
Glenborough Realty Trust, Inc. 33,000 652
LTC Properties, Inc. 875,800 14,670
Patriot American Hospitality, Inc. 58,400 1,255
Public Storage, Inc. 285,300 7,667
RFS Hotel Investors, Inc. 469,100 8,444
Starwood Lodging Trust combined certificate (SBI) 206,100 7,935
81,939
TOTAL CONSTRUCTION & REAL ESTATE 131,971
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 2.9%
AUTOS, TIRES, & ACCESSORIES - 0.4%
Standard Products Co. 200,000 $ 4,375
Wynn's International, Inc. 117,700 2,839
7,214
HOME FURNISHINGS - 1.3%
Furniture Brands International, Inc. (a) 1,256,800 18,538
HON Industries, Inc. 49,000 2,070
20,608
TEXTILES & APPAREL - 1.2%
Galey & Lord, Inc. (a) 278,500 4,387
Liz Claiborne, Inc. 100,000 4,525
Polymer Group, Inc. 200,000 2,550
Quaker Fabric Corp. (a) 274,000 3,733
Supreme International Corp. (a)(c) 220,000 3,355
18,550
TOTAL DURABLES 46,372
ENERGY - 2.0%
ENERGY SERVICES - 0.7%
BJ Services Co. (a) 50,000 2,356
Falcon Drilling, Inc. (a) 33,000 1,262
Pool Energy Services Co. (a) 363,000 4,719
Transocean Offshore, Inc. 50,000 3,032
11,369
OIL & GAS - 1.3%
Abacan Resource Corp. (a) 500,000 3,218
Cabot Oil & Gas Corp. Class A 100,000 1,675
Coastal Corp. (The) 100,000 4,750
Forcenergy Gas Exploration, Inc. (a) 68,600 2,127
Newport Petroleum Corp. (a) 148,500 744
Newport Petroleum Corp. (a)(d) 310,000 1,553
Occidental Petroleum Corp. 86,100 1,905
Swift Energy Co. (a) 114,000 2,408
Titan Exploration, Inc. 338,000 2,535
20,915
TOTAL ENERGY 32,284
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 7.1%
BANKS - 0.3%
Canadian Imperial Bank of Commerce 200,000 $ 4,594
Fuji International Trust unit sponsored ADR (d) 29 634
5,228
CREDIT & OTHER FINANCE - 2.7%
Acom Co. Ltd. 50,000 2,039
American Express Co. 405,000 26,679
Associates First Capital Corp. 19,000 974
Greenpoint Financial Corp. 100,000 5,537
Japan Associated Finance Co. 120,000 7,783
Southern Pacific Funding Corp. (a) 75,000 797
43,809
FEDERAL SPONSORED CREDIT - 1.0%
Federal Home Loan Mortgage Corporation 500,000 15,938
INSURANCE - 2.0%
Acceptance Insurance Co., Inc. (a) 300,000 5,775
American International Group, Inc. 84,900 10,909
CIGNA Corp. 5,000 752
Life RE Corp. 200,000 7,725
MFC Bancorp Ltd. (a) 100,000 600
Mercury General Corp. 100,000 6,200
31,961
SAVINGS & LOANS - 0.6%
Charter One Financial Corp. 100,000 4,450
Dime Bancorp., Inc. 100,000 1,613
Security First Network Bank 328,999 2,673
8,736
SECURITIES INDUSTRY - 0.5%
Lehman Brothers Holdings, Inc. 240,200 8,137
TOTAL FINANCE 113,809
HEALTH - 6.0%
DRUGS & PHARMACEUTICALS - 1.8%
Bristol-Myers Squibb Co. 340,000 22,270
Collaborative Clinical Research, Inc. (c) 380,000 2,328
Interneuron Pharmaceuticals, Inc. (a) 200,000 2,625
Vivus, Inc. 46,000 1,699
28,922
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - 2.0%
Becton, Dickinson & Co. 200,000 $ 9,200
Biomet, Inc. 164,100 2,492
Cooper Companies, Inc. (a) 411,200 7,350
Gehe AG 50,000 3,322
Hoya Corp. 200,000 9,162
31,526
MEDICAL FACILITIES MANAGEMENT - 2.2%
Alternative Living Services, Inc. 188,500 3,110
Carematrix Corp. (a) 131,200 2,608
HEALTHSOUTH Rehabilitation Corp. (a) 400,000 7,900
Home Health Corp. of America, Inc. (a) 200,000 1,800
Sunrise Assisted Living, Inc. (a) 152,000 3,667
Tenet Healthcare Corp. (a) 145,100 3,773
Universal Health Services, Inc. Class B (a) 286,900 10,866
Wellpoint Health Networks, Inc. 50,000 2,112
35,836
TOTAL HEALTH 96,284
INDUSTRIAL MACHINERY & EQUIPMENT - 10.3%
ELECTRICAL EQUIPMENT - 6.3%
Alcatel Alsthom Compagnie Generale d'Electricite SA 48,300 5,373
Energy Conversion Devices, Inc. (a) 150,000 1,312
General Electric Co. 250,000 27,719
Harris Corp. 50,000 4,275
Westinghouse Electric Corp. 3,713,579 63,131
101,810
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
Durco International, Inc. 9,400 234
Ingersoll-Rand Co. 20,000 982
Tyco International Ltd. 20,000 1,220
2,436
POLLUTION CONTROL - 3.8%
Browning-Ferris Industries, Inc. 300,000 8,513
TETRA Technologies, Inc. (a) 490,500 11,404
USA Waste Services, Inc. (a) 1,254,000 41,068
60,985
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 165,231
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - 8.9%
BROADCASTING - 1.4%
Canal Plus SA 40,000 $ 7,226
Canwest Global Communications Corp. (non-vtg.) 300,000 4,079
HSN, Inc. (a) 490,000 11,515
22,820
LEISURE DURABLES & TOYS - 2.5%
Arctic Cat, Inc. 1,085,000 10,850
Coachmen Industries, Inc. 200,000 3,425
Hasbro, Inc. 993,500 24,838
39,113
LODGING & GAMING - 1.1%
Anchor Gaming (a) 294,000 7,350
Grand Casinos, Inc. 140,500 1,546
Host Marriott Corp. (a) 200,000 3,475
Interstate Hotels Co. 70,700 1,776
US Franchise Systems, Inc. Class A (a) 137,300 961
Wyndham Hotel Corp. 101,000 2,790
17,898
PUBLISHING - 1.9%
Cognizant Corp. 50,000 1,631
Gibson Greetings, Inc. (a) 100,000 2,050
Mecklermedia Corp. (a) 200,000 5,100
Playboy Enterprises, Inc. (a):
Class A 25,000 328
Class B (c) 1,554,300 21,566
30,675
RESTAURANTS - 2.0%
Cooker Restaurant Corp. 90,000 821
Logan's Roadhouse, Inc. (a) 101,000 1,616
ShowBiz Pizza Time, Inc. (a) 782,000 15,053
Starbucks Corp. (a) 500,000 14,938
32,428
TOTAL MEDIA & LEISURE 142,934
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - 3.6%
BEVERAGES - 1.9%
Anheuser-Busch Companies, Inc. 200,000 $ 8,575
Michigan Brewery, Inc. 35,000 74
Mondavi (Robert) Corp. Class A (a)(c) 570,000 21,375
30,024
HOUSEHOLD PRODUCTS - 0.6%
Premark International, Inc. 300,000 7,350
Safeskin Corp. (a) 121,600 2,721
10,071
TOBACCO - 1.1%
Philip Morris Companies, Inc. 450,000 17,719
TOTAL NONDURABLES 57,814
PRECIOUS METALS - 0.5%
Newmont Mining Corp. 250,000 8,656
RETAIL & WHOLESALE - 9.9%
APPAREL STORES - 1.0%
AnnTaylor Stores Corp. (a) 100,000 2,425
Baker (J.), Inc. 238,800 1,881
Charming Shoppes, Inc. (a) 200,000 1,181
Haruyama Trading Co. Ltd. 141,900 1,072
Ross Stores, Inc. 263,000 7,397
Urban Outfitters, Inc. (a) 190,000 2,375
16,331
DRUG STORES - 1.8%
CVS Corp. 463,000 22,976
Rite Aid Corp. 117,900 5,424
28,400
GENERAL MERCHANDISE STORES - 2.2%
Costco Companies, Inc. (a) 200,000 5,775
Wal-Mart Stores, Inc. 1,050,000 29,663
35,438
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 0.7%
Performance Food Group Co. (a) 213,750 $ 4,061
Quality Food Centers, Inc. (a) 111,600 4,478
Safeway, Inc. (a) 50,000 2,231
10,770
RETAIL & WHOLESALE, MISCELLANEOUS - 4.2%
Corporate Express, Inc. (a) 2,999,900 29,999
Duty Free International, Inc. 152,400 2,153
Gadzooks, Inc. (a) 36,250 1,010
Lowe's Companies, Inc. 50,000 1,900
Marks Brothers Jewelers, Inc. 64,700 720
Officemax, Inc. (a) 500,000 6,187
Pier 1 Imports, Inc. 600,000 11,850
Staples, Inc. (a) 210,700 3,793
Tiffany & Co., Inc. 100,000 3,962
Toys "R" Us, Inc. (a) 37,112 1,058
U.S. Office Products Co. (a) 218,000 5,559
68,191
TOTAL RETAIL & WHOLESALE 159,130
SERVICES - 5.0%
ADVERTISING - 0.1%
Leap Group, Inc. (a) 110,000 523
SERVICES - 4.9%
AccuStaff, Inc. (a) 50,000 913
Assisted Living Concepts, Inc. (a) 10,900 240
CDI Corp. (a) 190,200 7,204
International Service Systems AS, Series B 300,000 8,877
Medpartners, Inc. (a) 200,000 3,650
RMH Teleservices, Inc. 70,000 403
Service Corp. International 1,350,000 46,237
Sotheby's Holdings, Inc. Class A 102,500 1,627
Volt Information Sciences, Inc. (a) 159,200 8,278
Wackenhut Corp., Series B 100,000 1,412
78,841
TOTAL SERVICES 79,364
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - 20.9%
COMMUNICATIONS EQUIPMENT - 0.8%
Davox Corp. (a) 56,100 $ 1,851
Matsushita Communication Industrial Co. Ltd. 150,000 3,873
Northern Telecom Ltd. 100,000 7,270
12,994
COMPUTER SERVICES & SOFTWARE - 8.7%
Alphanet Solutions, Inc. (a) 135,000 2,025
BancTec, Inc. (a) 508,100 11,623
CUC International, Inc. (a) 320,000 6,760
Ceridian Corp. (a) 100,000 3,338
4Front Software International, Inc. (a)(c) 435,000 1,468
Intersolv, Inc. (a) 300,000 2,288
Learning Co., Inc. (The) (a) 422,400 2,746
Microsoft Corp. (a) 670,800 81,502
MicroAge, Inc. (a) 454,500 5,738
Oracle Systems Corp. 350,000 13,912
STB Systems, Inc. (a) 180,000 4,567
Sabre Group Holdings, Inc. Class A 8,900 228
Scopus Technology, Inc. (a) 100,000 2,675
138,870
COMPUTERS & OFFICE EQUIPMENT - 10.2%
Comdisco, Inc. 200,100 6,353
Creative Technology Corp. Ltd. (a) 499,500 6,868
Dell Computer Corp. (a) 500,000 41,844
EMC Corp. (a) 676,500 24,608
Hutchinson Technology, Inc. 718,000 19,476
SCI Systems, Inc. 27,100 1,673
Seagate Technology (a) 1,200,000 55,050
Wang Laboratories, Inc. (a) 103,700 1,802
Western Digital Corp. 100,000 6,162
163,836
ELECTRONIC INSTRUMENTS - 0.1%
Quad Systems Corp. (a) 121,600 1,216
SBS Technologies, Inc. 20,000 300
1,516
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - 1.1%
AccelGraphics, Inc. (c) 306,000 $ 3,213
Hadco Corp. (a) 75,000 3,206
Minebea Co. Ltd. 200,000 1,669
Solectron Corp. (a) 87,300 5,009
Xilinx, Inc. 100,000 4,900
17,997
TOTAL TECHNOLOGY 335,213
TRANSPORTATION - 1.5%
AIR TRANSPORTATION - 0.4%
America West Holding Corp. Class B (a) 309,000 4,751
Transat AT, Inc. (a) 314,700 1,892
6,643
SHIPPING - 0.6%
Bergesen Group Class A 475,000 9,805
TRUCKING & FREIGHT - 0.5%
Federal Express Corp. (a) 100,000 5,387
USFreightways Corp. 68,700 1,855
7,242
TOTAL TRANSPORTATION 23,690
UTILITIES - 3.7%
ELECTRIC UTILITY - 0.8%
American Electric Power Co., Inc. 100,000 4,050
Entergy Corp. 400,000 9,350
13,400
TELEPHONE SERVICES - 2.9%
MCI Communications Corp. 900,000 34,312
U.S. Long Distance Corp. 100,000 1,213
US WEST Media Group (a) 300,000 5,175
WorldCom, Inc. (a) 250,000 6,000
46,700
TOTAL UTILITIES 60,100
TOTAL COMMON STOCKS
(Cost $1,446,200) 1,552,313
PREFERRED STOCKS - 0.1%
SHARES VALUE (NOTE 1)
(000S)
CONVERTIBLE PREFERRED STOCKS - 0.1%
RETAIL & WHOLESALE - 0.1%
APPAREL STORES - 0.1%
TJX Companies, Inc., Series E, $7.00 6,000 $ 1,530
NONCONVERTIBLE PREFERRED STOCKS - 0.0%
BASIC INDUSTRIES - 0.0%
METALS & MINING - 0.0%
Freeport-McMoran Copper & Gold, Inc.
depositary shares representing 0.025
shares silver denomination 9,100 167
TOTAL PREFERRED STOCKS
(Cost $1,183) 1,697
CASH EQUIVALENTS - 3.2%
Taxable Central Cash Fund (b)
(Cost $51,086) 51,086 51,086
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,498,469) $ 1,605,096
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.45%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
3. Affiliated company (see Note 7 of Notes to Financial Statements).
4. 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 $2,187,000 or 0.1% of net
assets.
INCOME TAX INFORMATION
At April 30, 1997, the aggregate cost of investment securities for income
tax purposes was $1,499,060,000. Net unrealized appreciation aggregated
$106,036,000, of which $200,149,000 related to appreciated investment
securities and $94,113,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) APRIL 30, 1997 (UNAUDITED)

ASSETS

Investment in securities, at value (cost $1,498,469) - $ 1,605,096
See accompanying schedule

Cash 415

Receivable for investments sold 7,114

Receivable for fund shares sold 736

Dividends receivable 710

Interest receivable 236

Other receivables 126

TOTAL ASSETS 1,614,433

LIABILITIES

Payable for investments purchased $ 10,768

Payable for fund shares redeemed 2,819

Accrued management fee 501

Other payables and accrued expenses 393

Collateral on securities loaned, at value 14,338

TOTAL LIABILITIES 28,819

NET ASSETS $ 1,585,614

Net Assets consist of:

Paid in capital $ 1,367,028

Undistributed net investment income 3,673

Accumulated undistributed net realized gain (loss) on 108,294
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 106,619
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 88,799 shares outstanding $ 1,585,614

NET ASSET VALUE, offering price and redemption price per $17.86
share ($1,585,614 (divided by) 88,799 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL 30, 1997 (UNAUDITED)

INVESTMENT INCOME $ 7,289
Dividends

Interest (including income on securities loaned of $223) 2,360

TOTAL INCOME 9,649

EXPENSES

Management fee $ 4,913
Basic fee

Performance adjustment (1,700)

Transfer agent fees 2,004

Accounting and security lending fees 326

Non-interested trustees' compensation 8

Custodian fees and expenses 76

Registration fees 27

Audit 29

Legal 5

Miscellaneous 9

Total expenses before reductions 5,697

Expense reductions (280) 5,417

NET INVESTMENT INCOME 4,232

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

Investment securities (including realized gain (loss) of 108,902
$(8,808) on sales of investments in affiliated issuers)

Foreign currency transactions (7) 108,895

Change in net unrealized appreciation (depreciation) on:

Investment securities (2,349)

Assets and liabilities in foreign currencies (4) (2,353)

NET GAIN (LOSS) 106,542

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 110,774
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED APRIL OCTOBER 31,
30,1997 1996
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 4,232 $ 20,485
Net investment income

Net realized gain (loss) 108,895 166,201

Change in net unrealized appreciation (depreciation) (2,353) (3,768)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 110,774 182,918
FROM OPERATIONS

Distributions to shareholders (10,260) (37,024)
From net investment income

From net realized gain (131,672) (92,563)

TOTAL DISTRIBUTIONS (141,932) (129,587)

Share transactions 183,461 483,167
Net proceeds from sales of shares

Reinvestment of distributions 138,935 127,052

Cost of shares redeemed (295,472) (733,699)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 26,924 (123,480)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (4,234) (70,149)

NET ASSETS

Beginning of period 1,589,848 1,659,997

End of period (including undistributed net investment $ 1,585,614 $ 1,589,848
income of $3,673 and $11,097, respectively)

OTHER INFORMATION
Shares

Sold 10,138 27,494

Issued in reinvestment of distributions 7,958 7,589

Redeemed (16,318) (41,809)

Net increase (decrease) 1,778 (6,726)

</TABLE>

FINANCIAL HIGHLIGHTS
<TABLE>
<capital>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS YEARS ENDED OCTOBER 31,
ENDED APRIL 30,
1997

(UNAUDITED) 1996 1995 1994 E 1993 1992

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

Net asset value, $ 18.27 $ 17.71 $ 17.00 $ 17.34 $ 13.72 $ 15.48
beginning of period

Income from Investment
Operations

Net investment income .05 D .15 .36 .17 .14 .26

Net realized and 1.20 1.81 1.98 1.00 4.30 .73
unrealized gain (loss)

Total from investment 1.25 1.96 2.34 1.17 4.44 .99
operations

Less Distributions

From net investment (.12) (.40) (.17) (.10) (.18) (.62)
income

From net realized gain (1.54) (1.00) (1.46) (1.41) (.64) (2.13)

Total distributions (1.66) (1.40) (1.63) (1.51) (.82) (2.75)

Net asset value, $ 17.86 $ 18.27 $ 17.71 $ 17.00 $ 17.34 $ 13.72
end of period

TOTAL RETURN B, C 7.05% 11.79% 15.42% 6.97% 34.12% 9.34%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,586 $ 1,590 $ 1,660 $ 1,669 $ 1,291 $ 1,009
(in millions)

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

Ratio of expenses to average .68% A, .80% 1.06% 1.17% .86% .71%
net assets after expense F F F F F
reductions

Ratio of net investment .53% A 1.24% 2.31% 1.22% .93% 1.63%
income to average net
assets

Portfolio turnover rate 191% A 205% 87% 124% 120% 99%

Average commission rate G $ .0424 $ .0037

</TABLE>

A ANNUALIZED
B 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).
C TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E 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.
F 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).
G FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1997 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Capital Appreciation Fund (the fund) is a fund of Fidelity Capital
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an exchange)
are valued primarily using dealer-supplied valuations or at their fair
value as determined in good faith under consistently applied procedures
under the general supervision of the Board of Trustees. Short-term
securities 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. Non-cash dividends included in dividend income, if any,
are recorded at the fair market value of the securities received.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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.
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-denominated 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 (SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements for U.S.
Treasury or Federal Agency obligations.
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
2. OPERATING POLICIES -
CONTINUED
REPURCHASE AGREEMENTS -
CONTINUED
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.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Dividends from
the Cash Fund are declared daily and paid monthly from net interest income.
Income distributions received by the fund are recorded as interest income
in the accompanying financial statements.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,450,839,000 and $1,503,406,000, 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 ".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 annualized rate of .40% 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. For the period October 12, 1990 to
December 27, 1996, FDC was paid a 3% sales charge on sales of shares of the
fund. Effective December 30, 1996 the fund eliminated its 3% sales charge.
Prior to October 12, 1990, FDC was paid a 2% sales charge and a 1% deferred
sales charge. Shares purchased
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES -
CONTINUED
SALES LOAD - CONTINUED
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 $163,000 and $93,000, respectively, on sales of shares of the
fund.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, is the fund's transfer, dividend disbursing and shareholder servicing
agent. FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annualized rate of
.25% 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 $518,000 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 $13,425,000 and
$14,338,000, respectively.
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
$258,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by $7,000
and $15,000, respectively, under these arrangements.
7. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions during the period with
companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
DOLLAR AMOUNTS IN THOUSANDS
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
AccelGraphics, Inc. $ 1,033 $ - $ - $ 3,213
Collaborative Clinical Research, Inc. - - - 2,328
Cooper Companies, Inc. - 473 - -
Donnkenny, Inc. 152 9,379 - -
4Front Software International, Inc. - - - 1,468
Major Realty Corp. - - - 850
Mondavi (Robert) Corp. Class A 4,642 - - 21,375
Playboy Enterprises, Inc. Class B 1,026 - - 21,566
Security First Network Bank - 4,421 - -
Seda Specialty Packaging Corp. - - - 5,395
Supreme International Corp. - - - 3,355
US Franchise Systems, Inc. Class A - - - -
TOTALS $ 6,853 $ 14,273 $ - $ 59,550
MANAGING YOUR INVESTMENTS

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(2_FIDELITY_LOGOS)FIDELITY

DISCIPLINED EQUITY
FUND
SEMIANNUAL REPORT
APRIL 30, 1997
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

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

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

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

FINANCIAL STATEMENTS 20 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 24 Notes to the financial statements.

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

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. Total return
reflects the change in the value of an investment, assuming reinvestment of
the fund's dividend income and capital gains (the profits earned upon the
sale of securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

Fidelity Disciplined Equity 9.03% 14.59% 98.14% 285.28%

S&P 500 (registered trademark) 14.72% 25.13% 120.23% 269.19%

Growth Funds Average 7.15% 12.48% 94.42% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years or since
the fund started on December 28, 1988. For example, if you invested $1,000
in a fund that had a 5% return over the past year, the value of your
investment would be $1,050. You can compare the fund's returns to the
performance of the Standard & Poor's 500 Index - a 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 mutual funds with similar
objectives tracked by Lipper Analytical Services, Inc. The past six months
average represents a peer group of 799 mutual funds. These benchmarks
include reinvested dividends and capital gains, if any, and exclude the
effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Fidelity Disciplined Equity 14.59% 14.66% 17.54%

S&P 500 25.13% 17.10% 16.94%

Growth Funds Average 12.48% 13.87% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking an arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)
$10,000 OVER LIFE OF FUND
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
1996/11/30 37331.90 34615.14
1996/12/31 36712.62 33929.42
1997/01/31 38828.09 36049.33
1997/02/28 38478.29 36331.95
1997/03/31 37162.37 34839.07
1997/04/30 38528.26 36918.97
$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 April 30, 1997, the value of the
investment would have grown to $38,528 - a 285.28% 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 $36,919 - a 269.19% 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
long-term growth and
short-term volatility. In turn,
the share price and return of
a fund that invests in stocks
will vary. That means if you
sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Brad Lewis, Portfolio Manager of Fidelity Disciplined
Equity Fund
Q. HOW DID THE FUND PERFORM, BRAD?
A. The fund outperformed its peer group during the period, posting a return
of 9.03% for the six months ending April 30, 1997. The growth funds average
had a return of 7.15% during the same period, according to Lipper
Analytical Services. To take a longer view, the fund returned 14.59% for
the past 12 months, while its Lipper peer group was up 12.48%.
Q. WHAT WAS THE INVESTING ENVIRONMENT LIKE OVER THE PAST SIX MONTHS?
A. It was a difficult period, as the market continued to be led by a
relatively small number of very large-cap stocks. As a case in point, the
Standard & Poor's 500 Index, which reflects the performance of the stocks
of the largest domestic companies, was up almost 15% during the period. On
the other hand, the Russell 2000, which reflects the performance of
smaller-cap companies, was up less than 1.7% during the same time. That's a
huge and rare spread between large-caps and smaller-caps. Even though I
tried to spread the fund's holdings over its potential investment universe
of about 3,200 stocks, this narrow market breadth was an incredible head
wind to overcome. From 1991 to 1993, small-caps led the market and provided
a tail wind; for 38 months now, it's been the reverse.
Q. WHAT CAUSED THE DISPARITY BETWEEN LARGE-CAPS AND SMALLER COMPANIES?
A. A couple of things, I think. First, we're late in what already has been
a six-year economic cycle of expansion and the perception has been for a
while that the cycle should be coming to an end. When an expansion ends,
people like to own the so-called "super-cap" stocks, such as Coca-Cola,
General Electric or McDonalds, which are considered safer investments
because they tend to be less sensitive to economic cycles. Obviously, we
haven't had a recession, but there's still been a movement toward these
stocks. Second, there's been a lot of foreign money coming into our stock
market because the U.S. market generally has outperformed European and
Asian markets. When foreigners invest in the U.S. markets, they tend to do
so in the bigger names, again because these tend to be safer and
better-recognized investments. Also, there was a lot of money pouring into
index funds, particularly those with large-cap orientations such as the S&P
500.
Q. IF THE BULK OF INVESTMENTS WAS GOING INTO LARGER-CAP STOCKS, WHY DIDN'T
THE FUND JUMP ON FOR THE RIDE?
A. Is it prudent to do so? I've asked myself that same question many times
over the past year or two. But each time I came to the same conclusion -
you have to go with those models that work best over the longer term. This
fund is designed to have a diversified portfolio of stocks that are
undervalued relative to their industries. Today, and for some time now,
those stocks have tended to be more in the small- and mid-cap universe, not
the large-caps. At some point - and I don't know whether it will be
tomorrow or six or nine months from now - the market is going to change,
and we could see excellent small-cap and mid-cap appreciation, with
large-caps lagging. If I jump on every trend, it greatly increases the
chances of being whipsawed when the market changes course. In short, I'm
going to stick to my discipline and to the fund's goal.
Q. WHAT INDIVIDUAL HOLDINGS HELPED THE FUND DURING THE PERIOD?
A. Several of the fund's top holdings across several industries contributed
to performance, including Merck, Procter & Gamble, du Pont and
Bristol-Myers Squibb. Compaq Computer also helped, part of a trend where
the top-tier computer vendors have done pretty well lately. Several other
companies that previously were large holdings, such as Callaway Golf and
NIKE, also made nice contributions to performance, but reached what I
considered too high a valuation and I reduced my holdings.
Q. AND WHICH HOLDINGS HURT THE FUND?
A. Texas Utilities was one. Most utility stocks had a difficult six months,
and Texas Utilities shared the pain. WorldCom would be another. This
telecommunications company made a significant acquisition that I felt
changed the character of the company, and I eliminated the fund's holdings
in WorldCom.
Q. FINANCE CONTINUED TO BE THE LARGEST SECTOR WEIGHTING, AT ABOUT 20% OF
THE FUND . . .
A. That's right. I'm slightly overweighted compared to the market in the
finance sector, while six months ago I was slightly underweighted. I felt
that this sector was undervalued, and many of the companies - particularly
in the insurance industry - had strong fundamentals and reasonable
valuations. I slightly increased the fund's position in CIGNA and
maintained it in SunAmerica, insurance companies that I felt had solid
prospects and were undervalued compared to their peers. I also considerably
increased the fund's position in BankAmerica, which is now a top-10
holding.
Q. WHAT'S YOUR OUTLOOK FOR THE FUTURE?
A. I'm not that optimistic about where the equities markets are headed. I
think there's a better-than-even chance that the long bond will beat the
equities markets over the next six to 12 months. The S&P 500 is 30% higher
than its three-year moving average, and it's unusual for the market to
continue to do well from that point forward. The short term, which is
driven by sentiment, looks pretty good. But the longer term, which is
driven by valuation, doesn't look so hot. Regardless, I'll continue to look
for undervalued stocks with the potential for strong returns.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

FUND FACTS
GOAL: to increase the value
of the fund's shares by
investing mainly in a
diversified portfolio of
common stocks that the
manager determines, using
quantitative and fundamental
research, to be
undervalued compared to
others in their industries
FUND NUMBER: 315
TRADING SYMBOL: FDEQX
START DATE: December 28,
1988
SIZE: as of April 30, 1997,
more than $2.0 billion
MANAGER: Bradford Lewis,
since inception; manager,
Fidelity Stock Selector, since
1990; Fidelity Small Cap
Stock Fund, since 1993;
joined Fidelity in 1985
(checkmark)
BRAD LEWIS ON CHANGES TO THE
USE OF AN OPTIMIZER IN
MANAGING THE FUND:
"Most of my research is
oriented toward forecasting
the returns of more than
3,000 individual stocks.
However, once the forecasts
are done I have to take the
next step and buy and sell
stocks. The easiest way to
build a portfolio would simply
be to buy the top 100 stocks
ranked by my forecast.
Unfortunately, such a tactic
would result in a
non-diversified portfolio that
could cost a lot to trade.
"Both of these problems can
be overcome by using a
computer program called an
optimizer. I program the
optimizer with the maximum
size that a position should be
in the portfolio, as measured
by percent of the fund as well
as by trading volume. The
optimizer also can be used to
set the minimum and
maximum amounts of
exposure to various industry
groups. After programming in
the various constraints, the
optimizer then goes to work
maximizing the portfolio's
forecast return. It creates a
liquid, diversified portfolio that
has a very strong bias toward
stocks that my valuation
research considers
attractive."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Intel Corp. 4.4 1.0

General Electric Co. 3.4 3.1

Bristol-Myers Squibb Co. 2.8 0.0

Travelers Group, Inc. (The) 2.8 3.7

Procter & Gamble Co. 2.8 3.3

BankAmerica Corp. 2.2 0.8

Merck & Co., Inc. 2.2 2.4

du Pont (E.I.) de Nemours & Co. 2.1 0.9

Compaq Computer Corp. 1.9 1.5

Texaco, Inc. 1.8 1.7

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Finance 19.6 13.3

Technology 12.0 10.5

Utilities 8.8 11.5

Energy 8.2 9.8

Health 7.6 8.4

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF APRIL 30, 1997 * AS OF OCTOBER 31, 1996 **
Row: 1, Col: 1, Value: 10.4
Row: 1, Col: 2, Value: 39.6
Row: 1, Col: 3, Value: 50.0
Stocks 90.6%
Short-term
investments 9.4%
FOREIGN
INVESTMENTS 0.6%
Stocks 89.6%
Short-term
investments 10.4%
FOREIGN
INVESTMENTS 0.4%
Row: 1, Col: 1, Value: 9.4
Row: 1, Col: 2, Value: 50.0
Row: 1, Col: 3, Value: 40.6
*
**
INVESTMENTS APRIL 30, 1997 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 89.6%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 3.1%
McDonnell Douglas Corp. 642,000 $ 38,119
United Technologies Corp. 348,600 26,363
64,482
BASIC INDUSTRIES - 4.1%
CHEMICALS & PLASTICS - 3.3%
Air Products & Chemicals, Inc. 100,000 7,175
du Pont (E.I.) de Nemours & Co. 418,000 44,360
International Specialty Products, Inc. (a) 60,000 780
Lubrizol Corp. 50,000 1,638
Potash Corp. of Saskatchewan 26,215 2,023
Sealed Air Corp. (a) 283,700 13,121
69,097
METALS & MINING - 0.2%
Martin Marietta Materials, Inc. 60,000 1,635
Superior Telecom, Inc. (a) 57,600 1,238
2,873
PACKAGING & CONTAINERS - 0.1%
Owens-Illinois, Inc. 88,000 2,376
PAPER & FOREST PRODUCTS - 0.5%
Fort Howard Corp. (a) 259,000 8,920
Pentair, Inc. 70,000 2,091
11,011
TOTAL BASIC INDUSTRIES 85,357
CONSTRUCTION & REAL ESTATE - 1.9%
BUILDING MATERIALS - 1.6%
Armstrong World Industries, Inc. 206,000 13,544
Masco Corp. 343,000 12,948
USG Corp. (a) 102,000 3,494
York International Corp. 94,000 4,218
34,204
CONSTRUCTION - 0.2%
Centex Corp. 82,000 2,952
Continental Homes Holding Corp. 17,500 278
3,230
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE - 0.0%
Echelon International Corp. (a) 18,626 $ 352
REAL ESTATE INVESTMENT TRUSTS - 0.1%
Capstead Mortgage Corp. 88,000 1,947
TOTAL CONSTRUCTION & REAL ESTATE 39,733
DURABLES - 2.3%
AUTOS, TIRES, & ACCESSORIES - 0.8%
Chrysler Corp. 265,000 7,950
General Motors Corp. 61,000 3,530
Lear Corp. (a) 121,000 4,326
15,806
CONSUMER ELECTRONICS - 0.2%
Maytag Co. 180,000 4,118
HOME FURNISHINGS - 0.1%
Miller (Herman), Inc. 94,000 3,043
TEXTILES & APPAREL - 1.2%
Fruit of the Loom, Inc. Class A (a) 155,000 5,580
Intimate Brands, Inc. Class A 54,500 1,015
NIKE, Inc. Class B 85,500 4,809
VF Corp. 194,000 13,993
25,397
TOTAL DURABLES 48,364
ENERGY - 8.2%
ENERGY SERVICES - 2.0%
Baker Hughes, Inc. 471,000 16,249
ENSCO International, Inc. (a) 155,000 7,363
Global Marine, Inc. (a) 636,000 12,800
Rowan Companies, Inc. (a) 303,000 5,454
41,866
OIL & GAS - 6.2%
Camco International, Inc. 48,000 2,130
Chevron Corp. 350,000 23,975
Cooper Cameron Corp. (a) 98,000 6,983
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Louisiana Land & Exploration Co. 151,000 $ 7,550
Parker & Parsley Petroleum Co. 81,000 2,673
Pennzoil Co. 101,000 4,974
Texaco, Inc. 367,000 38,718
USX-Marathon Group 600,000 16,575
Unocal Corp. 706,747 26,944
130,522
TOTAL ENERGY 172,388
FINANCE - 19.6%
BANKS - 7.8%
AmSouth Bancorporation 170,000 8,968
BankAmerica Corp. 403,000 47,100
Barnett Banks, Inc. 50,000 2,444
Chase Manhattan Corp. 150,000 13,894
Comerica, Inc. 207,000 12,110
Commerce Bancshares, Inc. 31,500 1,425
First American Corp. (Tennessee) 34,168 2,238
First Empire State Corp. 3,400 1,095
First Security Corp. 65,001 2,316
Mellon Bank Corp. 209,000 17,373
Mercantile Bankshares Corp. 63,000 2,315
Northern Trust Corp. 55,000 2,448
Norwest Corp. 91,600 4,569
Pacific Century Financial Corp. 112,000 4,788
Republic New York Corp. 255,000 23,363
State Street Corp. 95,000 7,481
Wachovia Corp. 148,000 8,658
Zions Bancorp 15,000 1,898
164,483
CREDIT & OTHER FINANCE - 0.7%
Finova Group, Inc. 88,500 6,073
First of America Bank Corp. 66,000 4,389
Money Store, Inc. 173,000 3,741
Southern Pacific Funding Corp. (a) 2,250 24
14,227
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
FEDERAL SPONSORED CREDIT - 1.0%
Student Loan Marketing Association 174,200 $ 20,599
INSURANCE - 8.3%
AMBAC, Inc. (a) 65,000 4,209
American International Group, Inc. 171,300 22,012
CIGNA Corp. 137,000 20,601
Everest Reinsurance Holdings, Inc. 129,000 3,709
GCR Holdings Ltd. 4,800 104
ITT Hartford Group, Inc. 83,800 6,243
MGIC Investment Corp. 172,000 13,975
Mercury General Corp. 41,000 2,542
Old Republic International Corp. 245,000 6,921
Providian Corp. 100,000 5,775
Reliastar Financial Corp. 154 9
SunAmerica, Inc. 423,000 19,458
Torchmark Corp. 74,000 4,597
Transatlantic Holdings, Inc. 26,000 2,152
Travelers Group, Inc. (The) 1,066,000 59,029
USLIFE Corp. 45,800 2,221
Western National Corp. 22,900 590
174,147
SAVINGS & LOANS - 1.3%
Ahmanson (H.F.) & Co. 328,000 12,505
Charter One Financial Corp. 89,250 3,972
Standard Federal Bancorp., Inc. 51,000 3,003
Washington Mutual, Inc. 158,000 7,801
27,281
SECURITIES INDUSTRY - 0.5%
Bear Stearns Companies, Inc. 200,000 6,100
Edwards (A.G.), Inc. 113,000 3,955
10,055
TOTAL FINANCE 410,792
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - 7.6%
DRUGS & PHARMACEUTICALS - 6.0%
Aquila Biopharmaceuticals, Inc. (a) 7,629 $ 29
Bristol-Myers Squibb Co. 906,000 59,342
Merck & Co., Inc. 507,000 45,884
Schering-Plough Corp. 250,000 20,000
125,255
MEDICAL EQUIPMENT & SUPPLIES - 0.2%
Becton, Dickinson & Co. 105,000 4,830
MEDICAL FACILITIES MANAGEMENT - 1.4%
HEALTHSOUTH Rehabilitation Corp. (a) 400,000 7,900
Health Care & Retirement Corp. (a) 125,000 3,953
Lincare Holdings, Inc. 56,800 2,229
Tenet Healthcare Corp. (a) 289,800 7,534
Universal Health Services, Inc. Class B (a) 44,000 1,667
Vencor, Inc. (a) 52,000 2,165
Wellpoint Health Networks, Inc. 91,000 3,845
29,293
TOTAL HEALTH 159,378
HOLDING COMPANIES - 0.5%
CINergy Corp. 295,000 9,809
INDUSTRIAL MACHINERY & EQUIPMENT - 5.2%
ELECTRICAL EQUIPMENT - 3.9%
American Power Conversion Corp. (a) 4,700 90
General Electric Co. 648,000 71,847
Harris Corp. 105,000 8,978
80,915
INDUSTRIAL MACHINERY & EQUIPMENT - 1.2%
Coltec Industries, Inc. (a) 134,000 2,714
Deere & Co. 286,000 13,156
Dover Corp. 69,800 3,699
Ingersoll-Rand Co. 83,000 4,077
UCAR International, Inc. (a) 41,000 1,722
25,368
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - 0.1%
United Waste Systems, Inc. (a) 70,000 $ 2,363
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 108,646
MEDIA & LEISURE - 1.5%
BROADCASTING - 0.0%
Smartalk Teleservices, Inc. (a) 31,700 341
ENTERTAINMENT - 0.7%
Carnival Cruise Lines, Inc. Class A 180,000 6,637
Disney (Walt) Co. 70,000 5,740
King World Productions, Inc. 60,000 2,190
14,567
LEISURE DURABLES & TOYS - 0.3%
Brunswick Corp. 128,000 3,616
Callaway Golf Co. 112,500 3,361
6,977
LODGING & GAMING - 0.1%
Homegate Hospitality, Inc. 47,300 307
Promus Hotel Corp. (a) 58,000 2,045
2,352
PUBLISHING - 0.2%
New York Times Co. (The) Class A 100,000 4,325
RESTAURANTS - 0.2%
Boston Chicken, Inc. (a) 140,000 3,343
TOTAL MEDIA & LEISURE 31,905
NONDURABLES - 5.9%
BEVERAGES - 0.1%
Coors (Adolph) Co. Class B 100,000 2,288
FOODS - 2.8%
Campbell Soup Co. 400,000 20,449
ConAgra, Inc. 348,000 20,053
Dean Foods Co. 52,000 1,918
Dole Food, Inc. 25,000 1,019
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
FOODS - CONTINUED
Interstate Bakeries Corp. 50,500 $ 2,620
McCormick & Co., Inc. (non-vtg.) 106,000 2,504
Nabisco Holdings Corp. Class A 282,000 10,822
59,385
HOUSEHOLD PRODUCTS - 3.0%
Alberto Culver Co. Class B 60,000 1,748
Premark International, Inc. 100,000 2,450
Procter & Gamble Co. 467,000 58,725
62,923
TOTAL NONDURABLES 124,596
RETAIL & WHOLESALE - 6.8%
APPAREL STORES - 0.4%
Hibbett Sporting Goods, Inc. 11,900 190
Ross Stores, Inc. 224,000 6,300
TJX Companies, Inc. 50,000 2,363
8,853
GENERAL MERCHANDISE STORES - 1.9%
Costco Companies, Inc. (a) 100,000 2,888
Federated Department Stores, Inc. (a) 604,000 20,536
Woolworth Corp. (a) 760,000 16,340
39,764
GROCERY STORES - 2.0%
American Stores Co. 290,000 13,195
Safeway, Inc. (a) 632,600 28,230
41,425
RETAIL & WHOLESALE, MISCELLANEOUS - 2.5%
Borders Group, Inc. (a) 726,000 15,427
Fingerhut Companies, Inc. 100,000 1,488
Home Depot, Inc. (The) 544,000 31,551
Land's End, Inc. 25,000 669
Tiffany & Co., Inc. 114,000 4,517
53,652
TOTAL RETAIL & WHOLESALE 143,694
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 0.5%
ADVERTISING - 0.4%
Omnicom Group, Inc. 152,000 $ 8,056
PRINTING - 0.1%
Wallace Computer Services, Inc. (a) 130,000 3,478
TOTAL SERVICES 11,534
TECHNOLOGY - 12.0%
COMPUTER SERVICES & SOFTWARE - 0.9%
Award Software International, Inc. 35,500 413
BMC Software, Inc. (a) 429,900 18,593
19,006
COMPUTERS & OFFICE EQUIPMENT - 6.7%
Applied Magnetics Corp. (a) 70,000 1,759
Comdisco, Inc. 83,000 2,635
Compaq Computer Corp. (a) 458,000 39,101
Dell Computer Corp. (a) 204,000 17,072
EMC Corp. (a) 892,000 32,447
Lexmark International Group, Inc. (a) 105,000 2,441
Micron Electronics, Inc. (a) 20,100 410
Pitney Bowes, Inc. 161,000 10,304
Sun Microsystems, Inc. (a) 400,000 11,525
Western Digital Corp. (a) 301,000 18,549
Xerox Corp. 70,000 4,305
140,548
ELECTRONICS - 4.4%
Intel Corp. 605,000 92,641
TOTAL TECHNOLOGY 252,195
TRANSPORTATION - 1.6%
AIR TRANSPORTATION - 1.6%
Comair Holdings, Inc. 179,400 3,790
Delta Air Lines, Inc. 70,000 6,449
UAL Corp. (a) 250,000 18,593
USAir Group, Inc. (a) 140,000 4,533
33,365
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - 8.8%
ELECTRIC UTILITY - 6.3%
Allegheny Power System, Inc. 404,500 $ 10,618
CMS Energy Corp. 123,000 3,905
Carolina Power & Light Co. 80,000 2,720
DQE, Inc. 219,400 6,061
Entergy Corp. 691,000 16,151
FPL Group, Inc. 313,000 13,968
Florida Progress Corp. 1,200 37
GPU, Inc. 300,200 9,681
Houston Industries, Inc. 433,700 8,674
Illinova Corp. 134,300 3,022
NIPSCO Industries, Inc. 129,000 5,096
Ohio Edison Co. 291,000 5,820
PacifiCorp. 383,000 7,612
Public Service Enterprise Group, Inc. 368,000 8,878
Southern Co. 855,000 17,420
Texas Utilities Co. 366,000 12,353
132,016
TELEPHONE SERVICES - 2.5%
Ameritech Corp. 460,000 28,118
GTE Corp. 509,000 23,350
Viatel, Inc. (a) 47,400 296
51,764
TOTAL UTILITIES 183,780
TOTAL COMMON STOCKS
(Cost $1,639,788) 1,880,018
CASH EQUIVALENTS - 10.4%
Taxable Central Cash Fund (b) (Cost $217,272) 217,272,338 217,272
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,857,060) $ 2,097,290
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.45%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At April 30, 1997, the aggregate cost of investment securities for income
tax purposes was $1,857,173,000. Net unrealized appreciation aggregated
$240,117,000, of which $281,158,000 related to appreciated investment
securities and $41,041,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) APRIL 30, 1997 (UNAUDITED)

ASSETS

Investment in securities, at value (cost $1,857,060) - $ 2,097,290
See accompanying schedule

Receivable for investments sold 59,283

Receivable for fund shares sold 1,218

Dividends receivable 2,076

Interest receivable 580

Other receivables 72

TOTAL ASSETS 2,160,519

LIABILITIES

Payable for investments purchased $ 114,385

Payable for fund shares redeemed 6,786

Accrued management fee 712

Other payables and accrued expenses 428

TOTAL LIABILITIES 122,311

NET ASSETS $ 2,038,208

Net Assets consist of:

Paid in capital $ 1,642,720

Undistributed net investment income 11,263

Accumulated undistributed net realized gain (loss) on 143,995
investments and foreign currency transactions

Net unrealized appreciation (depreciation) 240,230
on investments

NET ASSETS, for 88,131 shares outstanding $ 2,038,208

NET ASSET VALUE, offering price and redemption price per $23.13
share ($2,038,208 (divided by) 88,131 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL 30, 1997 (UNAUDITED)

INVESTMENT INCOME $ 18,930
Dividends

Interest 3,458

TOTAL INCOME 22,388

EXPENSES

Management fee $ 6,368
Basic fee

Performance adjustment (1,649)

Transfer agent fees 2,262

Accounting fees and expenses 393

Non-interested trustees' compensation 5

Custodian fees and expenses 21

Audit 24

Legal 7

Miscellaneous 16

Total expenses before reductions 7,447

Expense reductions (501) 6,946

NET INVESTMENT INCOME 15,442

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

Investment securities 138,201

Futures contracts 6,089 144,290

Change in net unrealized appreciation (depreciation) 23,376
on investment securities

NET GAIN (LOSS) 167,666

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 183,108
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1997 1996
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 15,442 $ 26,387
Net investment income

Net realized gain (loss) 144,290 179,628

Change in net unrealized appreciation (depreciation) 23,376 25,387

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 183,108 231,402
FROM OPERATIONS

Distributions to shareholders (20,855) (27,901)
From net investment income

From net realized gain (135,101) (207,412)

TOTAL DISTRIBUTIONS (155,956) (235,313)

Share transactions 368,128 973,116
Net proceeds from sales of shares

Reinvestment of distributions 152,305 227,237

Cost of shares redeemed (655,865) (1,137,993)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (135,432) 62,360
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (108,280) 58,449

NET ASSETS

Beginning of period 2,146,488 2,088,039

End of period (including undistributed net investment $ 2,038,208 $ 2,146,488
income of $11,263 and $19,271, respectively)

OTHER INFORMATION
Shares

Sold 15,987 45,067

Issued in reinvestment of distributions 6,907 10,899

Redeemed (28,612) (52,752)

Net increase (decrease) (5,718) 3,214

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED OCTOBER 31,
ENDED
APRIL 30, 1997

(UNAUDITED) 1996 1995 1994 D 1993 1992

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

Net asset value, $ 22.87 $ 23.04 $ 18.94 $ 19.48 $ 17.27 $ 16.74
beginning of period

Income from Investment
Operations

Net investment .17 G .26 .30 .21 .19 .19
income

Net realized and 1.81 2.10 4.57 .50 3.20 1.89
unrealized gain
(loss)

Total from investment 1.98 2.36 4.87 .71 3.39 2.08

operations

Less Distributions

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

From net realized gain (1.49) (2.23) (.52) (1.04) (.99) (1.32)

Total distributions (1.72) (2.53) (.77) (1.25) (1.18) (1.55)

Net asset value, end $ 23.13 $ 22.87 $ 23.04 $ 18.94 $ 19.48 $ 17.27
of period

TOTAL RETURN B, C 9.03% 11.31% 26.98% 4.01% 20.76% 13.99%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 2,038 $ 2,146 $ 2,088 $ 1,082 $ 790 $ 341
period (in millions)

Ratio of expenses to .72% A .81% .96% 1.07% 1.11% 1.16%
average net assets

Ratio of expenses to .67% A, .75% .93% 1.05% 1.09% 1.16%
average net assets E E E E E
after expense
reductions

Ratio of net investment 1.49% A 1.22% 1.81% 1.43% 1.39% 1.79%
income to average
net assets

Portfolio turnover rate 145% A 297% 221% 139% 279% 255%

Average commission $ .0391 $ .0389
rate F

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
D EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
F FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
G NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1997 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Disciplined Equity Fund (the fund) is a fund of Fidelity Capital
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an exchange)
are valued primarily using dealer-supplied valuations or at their fair
value as determined in good faith under consistently applied procedures
under the general supervision of the Board of Trustees. Short-term
securities 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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
date. Non-cash dividends included in dividend income, if any, are recorded
at the fair market value of the securities received. 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 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.
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-denominated 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 SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements for U.S.
Treasury or Federal Agency obligations.
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
2. OPERATING POLICIES -
CONTINUED
REPURCHASE AGREEMENTS -
CONTINUED
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.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Dividends from
the Cash Fund are declared daily and paid monthly from net interest income.
Income distributions received by the fund are recorded as interest income
in the accompanying financial statements.
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 $1,406,019,000 and $1,636,049,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $135,149,000 and $141,238,000, 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES -
CONTINUED
MANAGEMENT FEE - CONTINUED
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 ".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 annualized rate of .46% of average net assets after the performance
adjustment.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, is the fund's transfer, dividend disbursing and shareholder servicing
agent. FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annualized rate of
.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 $211,000 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
$476,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by $2,000
and $23,000, respectively, under these arrangements.
MANAGING YOUR INVESTMENTS

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
815 East Birch Street
Brea, CA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
950 Northgate Drive
San Rafael, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
29 South Main Street
West Hartford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
3232 Lake Avenue
Wilmette, IL
INDIANA
4729 East 82nd Street
Indianapolis, IN
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
29155 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
150 Essex Street
Millburn, NJ
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
NEW YORK
1055 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the
Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
1903 East Ninth Street
Cleveland, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
19740 IH 45 North
Spring, TX
UTAH
215 South State Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
511 Pine Street
Seattle, WA
WASHINGTON, DC
1900 K Street, N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Bradford F. Lewis, Vice President
Arthur S. Loring, Secretary
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 *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
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 and Multinational 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
TechnoQuant(trademark) Growth Fund
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
AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)FIDELITY

STOCK SELECTOR

SEMIANNUAL REPORT
APRIL 30, 1997
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.

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. Total
return reflects the change in the value of an investment, assuming
reinvestment of the fund's dividend income and capital gains (the profits
earned upon the sale of securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

Fidelity Stock Selector 8.53% 14.34% 112.43% 259.86%

S&P 500 (registered trademark) 14.72% 25.13% 120.23% 219.57%

Growth Funds Average 7.15% 12.48% 94.42% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years or since
the fund started on September 28, 1990. For example, if you invested $1,000
in a fund that had a 5% return over the past year, the value of your
investment would be $1,050. You can compare the fund's returns to the
performance of the Standard & Poor's 500 Index - a 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 mutual funds with similar
objectives tracked by Lipper Analytical Services, Inc. The past six months
average represents a peer group of 799 mutual funds. These benchmarks
include reinvested dividends and capital gains, if any, and exclude the
effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Fidelity Stock Selector 14.34% 16.26% 21.43%

S&P 500 25.13% 17.10% 19.26%

Growth Funds Average 12.48% 13.87% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking an arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)
$10,000 OVER LIFE OF FUND
Stock Selector SP Standard & Poor 500
00320 SP001
1990/09/28 10000.00 10000.00
1990/10/31 9800.00 10127.71
1990/11/30 10660.00 10781.96
1990/12/31 11150.69 11082.78
1991/01/31 12313.89 11565.99
1991/02/28 13376.82 12392.96
1991/03/31 13948.39 12692.87
1991/04/30 14179.02 12723.33
1991/05/31 14800.74 13272.98
1991/06/30 13988.50 12665.08
1991/07/31 14640.29 13255.27
1991/08/31 14921.07 13569.42
1991/09/30 14870.93 13342.81
1991/10/31 15231.92 13521.60
1991/11/30 14670.38 12976.68
1991/12/31 16273.85 14461.21
1992/01/31 16763.21 14192.24
1992/02/29 17408.75 14376.73
1992/03/31 17065.16 14096.39
1992/04/30 16940.21 14510.82
1992/05/31 17002.68 14581.92
1992/06/30 16721.56 14364.65
1992/07/31 17398.34 14952.17
1992/08/31 16940.21 14645.65
1992/09/30 17127.63 14818.47
1992/10/31 17460.81 14870.33
1992/11/30 18210.47 15377.41
1992/12/31 18783.92 15566.55
1993/01/31 19306.58 15697.31
1993/02/28 19263.92 15910.80
1993/03/31 19957.25 16246.51
1993/04/30 19338.58 15853.35
1993/05/31 19882.58 16278.22
1993/06/30 20277.25 16325.42
1993/07/31 20234.58 16260.12
1993/08/31 21119.91 16876.38
1993/09/30 21706.57 16746.43
1993/10/31 21493.24 17093.08
1993/11/30 20767.91 16930.70
1993/12/31 21408.36 17135.56
1994/01/31 22447.38 17718.17
1994/02/28 22344.62 17238.01
1994/03/31 21339.85 16486.43
1994/04/30 21945.00 16697.46
1994/05/31 21750.89 16971.30
1994/06/30 21088.66 16555.50
1994/07/31 21408.36 17098.52
1994/08/31 22607.23 17799.56
1994/09/30 21785.15 17363.47
1994/10/31 22207.60 17754.15
1994/11/30 21134.33 17107.54
1994/12/31 21574.27 17361.25
1995/01/31 20851.51 17811.42
1995/02/28 22176.56 18505.53
1995/03/31 22995.69 19051.63
1995/04/30 23814.81 19612.70
1995/05/31 24212.33 20396.62
1995/06/30 26091.49 20870.44
1995/07/31 28091.12 21562.50
1995/08/31 28295.90 21616.62
1995/09/30 29645.04 22528.84
1995/10/31 29211.39 22448.42
1995/11/30 30006.42 23433.90
1995/12/31 29442.18 23885.24
1996/01/31 29813.69 24698.29
1996/02/29 30211.73 24927.24
1996/03/31 30463.83 25167.29
1996/04/30 31472.21 25538.26
1996/05/31 31949.87 26196.89
1996/06/30 31445.68 26296.70
1996/07/31 30092.32 25134.91
1996/08/31 30662.85 25665.01
1996/09/30 32321.38 27109.43
1996/10/31 33157.28 27857.11
1996/11/30 35174.05 29962.83
1996/12/31 34481.90 29369.27
1997/01/31 36303.59 31204.26
1997/02/28 35942.14 31448.90
1997/03/31 34684.31 30156.67
1997/04/30 35985.52 31957.02
$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 April 30, 1997, the value of the investment
would have grown to $35,986 - a 259.86% 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
$31,957 - a 219.57% 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
long-term growth and
short-term volatility. In turn,
the share price and return of
a fund that invests in stocks
will vary. That means if you
sell your shares during a
market downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Brad Lewis, Portfolio Manager of Fidelity Stock Selector
Q. HOW DID THE FUND PERFORM, BRAD?
A. The fund outperformed its peer group during the six-month period ending
April 30, 1997, returning 8.53%. That compares to an increase of 7.15% for
the growth funds average monitored by Lipper Analytical Services. For the
12 months ending April 30, 1997, the fund had a return of 14.34%, while the
Lipper peer group increased 12.48%.
Q. HOW WOULD YOU CHARACTERIZE THE INVESTING ENVIRONMENT OVER THE PAST SIX
MONTHS?
A. The market continued to be led by a relatively small number of very
large-cap stocks, creating a relatively difficult investing environment.
The Standard & Poor's 500 Index, for example, which reflects the
performance of the stocks of the largest domestic companies, was up almost
15% during the period. In contrast, the Russell 2000, which reflects the
performance of smaller-cap companies, was up less than 1.7% during the same
time. That's a huge and rare spread between large-caps and smaller-caps.
While I tried to spread the fund's holdings over its potential investment
universe of about 3,200 stocks, this narrow market breadth created an
incredible head wind to overcome. The market runs in cycles, as long-time
investors know. From 1991 through 1993, for
example, small-caps led the market and provided a tail wind for the fund;
but for 38 months, generally it's been the reverse.
Q. WHAT CAUSED THE DISPARITY BETWEEN LARGE-CAPS AND SMALLER COMPANIES?
A. There have been two primary factors. The most important factor, I think,
is that we're late in what already has been a six-year economic growth
cycle. For a while, the perception has been that the cycle should be coming
to an end - and with securities markets, perception drives short-term
performance. When an economic expansion is perceived to be drawing to a
close, people like to own the so-called "super-cap" stocks, such as
Coca-Cola, General Electric, or McDonalds. These types of stocks are
considered safer investments because they tend to be less sensitive to
economic cycles. Obviously, we haven't had a recession, but there's still
been a movement toward these stocks. A second factor behind the disparity
is that there's been a lot of foreign money coming into our stock market;
that's because the U.S. market generally has outperformed European and
Asian markets. When foreigners invest in the U.S. markets, they tend to do
so in the bigger names, again because these tend to be safer and
better-recognized investments.
Q. FINANCE CONTINUED TO BE THE LARGEST SECTOR WEIGHTING, UP TO ABOUT 26% OF
THE FUND'S INVESTMENTS AT THE END OF APRIL. WHAT'S THE STORY THERE?
A. I'm somewhat overweighted compared to the market in the finance sector,
while six months ago I was slightly underweighted. I felt that this sector
was undervalued, and many of the companies had strong fundamentals and
reasonable valuations. Among the fund's larger financial services holdings,
Travelers, a leading financial services company, was up about 35%, and
First Union, a North Carolina-based bank, was up about 15% during the
period. I also made major investments in BankAmerica. The San
Francisco-based financial giant is now a top-10 holding, and appreciated
nicely during the period.
Q. WHAT OTHER INDIVIDUAL HOLDINGS HELPED OR HURT PERFORMANCE?
A. On the plus side, there's Intel, the leading semiconductor manufacturer
and the fund's largest holding at the end of the period; it was up about
40% over the past six months. On the negative side, Texas Utilities, our
sixth-largest investment on April 30, was flat during most of the period
and then dropped sharply over the past few weeks.
Q. THE FUND HAS ABOUT 13% OF ITS HOLDINGS IN FOREIGN STOCKS. WHAT WAS YOUR
STRATEGY?
A. I've pretty much maintained the fund's foreign positions as my
econometric models have forecasted lower returns in the U.S. going forward.
Unfortunately, many of these holdings have been an anchor on performance.
The Morgan Stanley Europe, Australasia, Far East Index, which reflects the
performance of stocks outside of the U.S., was up only about 1.5% over the
past six months, substantially underperforming the Standard & Poor's 500
Index. Investors should note that one of my goals with Stock Selector is to
have relatively low volatility. Having 10% to 20% international holdings
has been shown to definitely reduce a fund's volatility, although there's
no assurance that it will increase performance. Over the past couple of
months, for example, I've added a number of closed-end, international
mutual funds, which are listed on the New York Stock Exchange, because I
felt they were selling at deep discounts and would help further diversify
the fund's holdings.
Q. WHAT'S YOUR OUTLOOK FOR THE FUTURE?
A. I'm not that optimistic about where the equities markets are headed. In
fact, I think there's a better-than-even chance that the long bond will
beat the equities markets over the next six to 12 months. The S&P 500 is
30% higher than its three-year moving average, and it's unusual for
the market to continue to do well from that point forward. The short term,
which is driven by sentiment, looks pretty good. But the longer term, which
is driven by valuation, doesn't look so hot. Given its foreign holdings, I
believe the fund can outperform its peer group even if there is a downturn
in the U.S. equity markets.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

FUND FACTS
GOAL: to increase the value
of the fund's shares by
investing mainly in 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 April 30, 1997,
more than $1.6 billion
MANAGER: Bradford Lewis,
since inception; manager,
Fidelity Disciplined Equity
Fund, since 1988; Fidelity
Small Cap Stock Fund, since
1993; joined Fidelity in 1985
(checkmark)
BRAD LEWIS ON THE USE OF AN
OPTIMIZER TO HELP MANAGE THE
FUND:
"Most of my research is
oriented toward forecasting
the returns of more than
3,000 individual stocks.
However, once the forecasts
are done I have to take the
next step and buy and sell
stocks. The easiest way to
build a portfolio would simply
be to buy the top 100 stocks
ranked by my forecast.
Unfortunately, such a tactic
could result in a
non-diversified portfolio that
could cost a lot to trade.
"Both of these problems can
be overcome by using a
computer program called an
optimizer. I program the
optimizer with the maximum
size that a position should be
in the portfolio, as measured
by percent of the fund as well
as by trading volume. The
optimizer also can be used to
set the minimum and
maximum amounts of
exposure to various industry
groups. After programming in
the various constraints, the
optimizer then goes to work
maximizing the portfolio's
forecast return. It creates a
liquid, diversified portfolio that
has a very strong bias toward
stocks that my valuation
research considers
attractive."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Intel Corp. 5.4 1.1

Travelers Group, Inc. (The) 3.7 3.9

First Union Corp. 3.3 2.8

Texaco, Inc. 2.3 3.5

BankAmerica Corp. 2.1 0.0

Texas Utilities Co. 2.0 2.4

du Pont (E.I.) de Nemours & Co. 1.9 0.0

Home Depot, Inc. (The) 1.8 0.0

Royal Dutch Petroleum Co. ADR 1.8 1.6

AlliedSignal, Inc. 1.7 1.6

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Finance 26.0 18.1

Technology 11.9 13.7

Energy 11.5 11.5

Utilities 8.8 10.4

Retail & Wholesale 6.4 5.6

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF APRIL 30, 1997 * AS OF OCTOBER 31, 1996 **
Row: 1, Col: 1, Value: 9.199999999999999
Row: 1, Col: 2, Value: 50.0
Row: 1, Col: 3, Value: 45.8
Stocks 88.0%
Short-term
investments 12.0%
FOREIGN
INVESTMENTS 13.6%
Stocks 90.8%
Short-term
investments 9.2%
FOREIGN
INVESTMENTS 13.3%
Row: 1, Col: 1, Value: 12.0
Row: 1, Col: 2, Value: 50.0
Row: 1, Col: 3, Value: 38.0
*
**
INVESTMENTS APRIL 30, 1997 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 90.7%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 3.2%
AEROSPACE & DEFENSE - 3.2%
AlliedSignal, Inc. 392,000 $ 28,321
Doncasters PLC sponsored ADR 10,700 241
Textron, Inc. 34,800 3,876
Thiokol Corp. 100,700 6,571
United Technologies Corp. 174,000 13,159
52,168
SHIP BUILDING & REPAIR - 0.0%
Halter Marine Group, Inc. 8,734 171
TOTAL AEROSPACE & DEFENSE 52,339
BASIC INDUSTRIES - 4.2%
CHEMICALS & PLASTICS - 3.3%
Air Products & Chemicals, Inc. 54,500 3,910
Bayer AG 60,000 2,331
Cytec Industries, Inc. (a) 221,000 8,315
du Pont (E.I.) de Nemours & Co. 297,600 31,584
International Specialty Products, Inc. (a) 60,400 785
Lubrizol Corp. 115,300 3,776
Sealed Air Corp. (a) 75,000 3,469
54,170
IRON & STEEL - 0.0%
Steel Dynamics, Inc. (a) 27,200 530
METALS & MINING - 0.2%
Essex International, Inc. 66,900 1,204
Martin Marietta Materials, Inc. 57,700 1,572
Special Metals Corp. 7,400 105
Superior Telecom, Inc. (a) 42,500 914
3,795
PACKAGING & CONTAINERS - 0.2%
Owens-Illinois, Inc. (a) 87,200 2,354
PAPER & FOREST PRODUCTS - 0.5%
Fort Howard Corp. (a) 215,000 7,404
TOTAL BASIC INDUSTRIES 68,253
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - 1.6%
BUILDING MATERIALS - 1.4%
Armstrong World Industries, Inc. 126,000 $ 8,285
Masco Corp. 238,700 9,011
USG Corp. (a) 149,000 5,103
York International Corp. 20,400 915
23,314
CONSTRUCTION - 0.1%
Crossman Communities, Inc. (a) 10,000 200
U.S. Home Corp. (a) 47,100 1,160
1,360
ENGINEERING - 0.1%
Incentive AB Class A 15,000 981
REAL ESTATE - 0.0%
Cheung Kong Holdings Ltd. 75,000 658
Echelon International Corp. (a) 2,653 50
708
TOTAL CONSTRUCTION & REAL ESTATE 26,363
DURABLES - 5.4%
AUTOS, TIRES, & ACCESSORIES - 2.8%
Chrysler Corp. 536,200 16,086
General Motors Corp. 48,000 2,778
Lear Corp. (a) 112,600 4,025
Magna International, Inc. Class A 30,000 1,569
PACCAR, Inc. 67,500 4,717
TRW, Inc. 154,000 8,027
Toyota Motor Corp. 300,000 8,690
45,892
CONSUMER ELECTRONICS - 0.2%
Citizen Watch Co. Ltd. Ord. 50,000 359
Matsushita Electric Industrial Co. Ltd. 75,000 1,198
Sony Corp. 20,000 1,455
3,012
HOME FURNISHINGS - 0.3%
Miller (Herman), Inc. 160,000 5,180
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - 2.1%
Fruit of the Loom, Inc. Class A (a) 114,000 $ 4,104
Jones Apparel Group, Inc. (a) 136,000 5,678
NIKE, Inc. Class B 277,200 15,593
VF Corp. 114,000 8,222
33,597
TOTAL DURABLES 87,681
ENERGY - 11.5%
ENERGY SERVICES - 2.6%
Baker Hughes, Inc. 268,600 9,267
Helmerich & Payne, Inc. 40,000 1,910
Rowan Companies, Inc. (a) 299,800 5,396
Schlumberger Ltd. 221,100 24,487
41,060
OIL & GAS - 8.9%
Amoco Corp. 167,900 14,041
Camco International, Inc. 17,700 785
Coastal Corp. (The) 85,000 4,038
Cooper Cameron Corp. (a) 100,900 7,189
Exxon Corp. 443,000 25,085
Monterey Resources, Inc. 16,300 249
Parker & Parsley Petroleum Co. 100,000 3,300
Pennzoil Co. 96,000 4,728
Royal Dutch Petroleum Co. ADR 159,000 28,660
Shell Transport & Trading Co. PLC (Reg.) 100,000 1,771
Texaco, Inc. 352,400 37,177
Total SA sponsored ADR 10,224 426
Unocal Corp. 454,615 17,332
144,781
TOTAL ENERGY 185,841
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 26.0%
BANKS - 9.0%
ABN-AMRO Holdings NV 15,000 $ 1,031
AmSouth Bancorporation 96,000 5,064
Australia & New Zealand Banking Group Ltd. 200,000 1,279
BankAmerica Corp. 290,100 33,905
Comerica, Inc. 178,800 10,460
Commerce Bancshares, Inc. 25,000 1,131
Credito Italiano Ord. 300,000 421
First Bank System, Inc. 216,000 16,578
First Empire State Corp. 1,000 322
First Union Corp. 646,463 54,302
Mellon Bank Corp. 71,900 5,977
Mercantile Bankshares Corp. 47,758 1,755
Northern Trust Corp. 65,000 2,893
Norwest Corp. 81,300 4,055
ONBANCorp, Inc. 37,900 1,852
Pacific Century Financial Corp. 33,400 1,428
Provident Bancorp, Inc. 5,000 195
Republic New York Corp. 22,000 2,016
Skandinaviska Enskilda Banken Class A Free shares 80,000 816
Societe Generale Class A 6,000 673
SouthTrust Corp. 11,900 445
146,598
CLOSED END INVESTMENT COMPANY - 5.0%
Alliance Global Environment Fund 70,000 1,024
Austria Fund, Inc. 351,000 3,115
Brazil Fund, Inc. 156,000 3,978
Central European Equity Fund 251,284 5,621
Chile Fund, Inc. 97,000 2,352
Emerging Markets Telecommunication Fund, Inc. (a) 71,000 1,172
Emerging Germany Fund, Inc. 400,000 3,550
Emerging Markets Infrastructure Fund, Inc. 257,400 3,089
First Australia Fund, Inc. 110,000 935
First Philippine Fund 85,000 1,158
Five Arrows Chile Investment Trust Ltd. 1,650,000 5,338
France Growth Fund, Inc. 460,000 4,830
GT Global Developing Markets Fund 400,000 4,750
GT Global Eastern Europe Fund 101,244 1,493
Global Health Sciences Fund 20,000 300
Growth Fund of Spain, Inc. 500,000 6,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
CLOSED END INVESTMENT COMPANY - CONTINUED
Italy Fund, Inc. (The) 109,900 $ 975
Malaysia Fund, Inc. 84,000 1,271
Morgan Stanley Asia-Pacific Fund, Inc. 100,000 975
Morgan Stanley Emerging Markets Fund, Inc. 155,000 2,480
New Germany Fund, Inc. (The) 450,933 6,481
Portugal Fund, Inc. (a) 33,000 512
Schroder Asian Growth Fund, Inc. 128,233 1,459
Scudder New Europe Fund, Inc. 95,000 1,425
Scudder New Asia Fund, Inc. 73,000 931
Singapore Fund, Inc. 64,000 696
Southern Africa Fund, Inc. 30,600 513
Spain Fund, Inc. 200,000 2,475
TCW/DW Emerging Markets Opportunities Trust (SBI) 441,900 5,855
Taiwan Fund, Inc. 184,000 4,623
Templeton Dragon Fund, Inc. 85,000 1,254
81,130
CREDIT & OTHER FINANCE - 1.9%
Finova Group, Inc. 46,900 3,219
First of America Bank Corp. 43,600 2,899
First USA, Inc. 123,214 5,930
Greenpoint Financial Corp. 273,000 15,117
Investor AB Class B Free shares 40,000 1,748
PHH Corp. 54,000 2,619
31,532
FEDERAL SPONSORED CREDIT - 0.9%
Federal National Mortgage Association 337,400 13,876
INSURANCE - 7.6%
AMBAC, Inc. 52,000 3,367
American Bankers Insurance Group, Inc. 23,700 1,253
American International Group, Inc. 100,300 12,889
Conseco, Inc. 352,400 14,581
ITT Hartford Group, Inc. 62,900 4,686
MGIC Investment Corp. 88,000 7,150
Mercury General Corp. 10,200 632
Old Republic International Corp. 185,500 5,240
Penncorp. Financial Group, Inc. 47,200 1,623
Providian Corp. 66,900 3,863
Torchmark Corp. 58,500 3,634
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Transatlantic Holdings, Inc. 29,000 $ 2,400
Travelers Group, Inc. (The) 1,080,000 59,805
USLIFE Corp. 36,300 1,761
Western National Corp. 18,100 466
123,350
SAVINGS & LOANS - 0.7%
Ahmanson (H.F.) & Co. 87,500 3,336
Golden West Financial Corp. 116,000 7,540
10,876
SECURITIES INDUSTRY - 0.9%
Bear Stearns Companies, Inc. 128,835 3,929
Canadian General Investment Ltd. 30,000 294
Edwards (A.G.), Inc. 53,300 1,866
Franklin Resources, Inc. 139,650 8,256
Peregrine Investments Holdings Ltd. 100,000 154
14,499
TOTAL FINANCE 421,861
HEALTH - 3.6%
DRUGS & PHARMACEUTICALS - 1.6%
Astra AB Class A Free shares 15,000 614
Merck & Co., Inc. 184,300 16,680
Novartis AG (Reg.) 3,633 4,786
SmithKline Beecham PLC ADR 10,000 806
Takeda Chemical Industries Ltd. 100,000 2,306
25,192
MEDICAL EQUIPMENT & SUPPLIES - 1.0%
Abbott Laboratories 209,800 12,797
Becton, Dickinson & Co. 74,300 3,418
Instrumentarium OY Class B 12,000 471
16,686
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - 1.0%
Oxford Health Plans, Inc. (a) 72,800 $ 4,796
Tenet Healthcare Corp. (a) 434,500 11,297
16,093
TOTAL HEALTH 57,971
HOLDING COMPANIES - 0.1%
PartnerRe Ltd. 30,000 1,009
INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%
ELECTRICAL EQUIPMENT - 1.0%
American Power Conversion Corp. (a) 29,800 574
General Electric Co. 39,000 4,323
Harris Corp. 121,000 10,345
Omron Corp. 50,000 945
16,187
INDUSTRIAL MACHINERY & EQUIPMENT - 0.7%
Coltec Industries, Inc. (a) 97,900 1,982
Dover Corp. 11,700 620
Illinois Tool Works, Inc. 28,500 2,604
Mitsubishi Heavy Industries Ltd. 800,000 5,278
Robbins & Myers, Inc. 8,000 220
10,704
POLLUTION CONTROL - 0.0%
Waste Management International PLC sponsored ADR (a) 60,000 473
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 27,364
MEDIA & LEISURE - 3.2%
BROADCASTING - 0.1%
Carlton Communications PLC 150,000 1,232
Smartalk Teleservices, Inc. (a) 23,600 254
1,486
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
ENTERTAINMENT - 1.0%
Disney (Walt) Co. 67,100 $ 5,502
King World Productions, Inc. 286,000 10,439
15,941
LEISURE DURABLES & TOYS - 0.6%
Callaway Golf Co. 301,500 9,007
LODGING & GAMING - 0.3%
Colonial Downs Holdings, Inc. Class A 10,700 76
Homegate Hospitality, Inc. 35,300 229
Promus Hotel Corp. (a) 153,000 5,394
5,699
PUBLISHING - 1.1%
Gannett Co., Inc. 156,900 13,690
Schibsted AS, Series B 40,000 691
Washington Post Co. Class B 10,000 3,593
17,974
RESTAURANTS - 0.1%
Foodmaker, Inc. (a) 157,000 1,707
TOTAL MEDIA & LEISURE 51,814
NONDURABLES - 1.8%
BEVERAGES - 0.9%
Compania Cervejaria Brahma PN (Pfd. Reg.) 1,500,000 1,020
Coca-Cola Co. (The) 200,000 12,725
Lion Nathan Ltd. 600,000 1,443
15,188
FOODS - 0.3%
Campbell Soup Co. 19,000 971
Cultor OY Ord., Series 2 15,000 831
Dean Foods Co. 59,700 2,202
Grand Metropolitan PLC 100,000 836
4,840
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 0.6%
Premark International, Inc. 253,400 $ 6,209
Unilever NV ADR 13,000 2,551
8,760
TOTAL NONDURABLES 28,788
PRECIOUS METALS - 0.0%
Anglo American Corp. of South Africa Ltd. (Reg.) 10,000 639
Western Mining Holdings Ltd. 46,741 277
916
RETAIL & WHOLESALE - 6.4%
APPAREL STORES - 0.0%
Hibbett Sporting Goods, Inc. 8,800 141
GENERAL MERCHANDISE STORES - 2.3%
Costco Companies, Inc. (a) 134,200 3,875
Dayton Hudson Corp. 200,000 9,000
Family Dollar Stores, Inc. 135,000 3,527
Woolworth Corp. (a) 995,000 21,392
37,794
GROCERY STORES - 1.1%
American Stores Co. 230,000 10,465
Safeway, Inc. 101,175 4,515
Tesco PLC Ord. 600,000 3,487
18,467
RETAIL & WHOLESALE, MISCELLANEOUS - 3.0%
Borders Group, Inc. (a) 384,000 8,160
Circuit City Stores, Inc. - CarMax Group 7,400 111
Guitar Center, Inc. 18,100 256
Home Depot, Inc. (The) 502,300 29,134
Tandy Corp. 193,800 10,150
47,811
TOTAL RETAIL & WHOLESALE 104,213
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 0.6%
ADVERTISING - 0.6%
Interpublic Group of Companies, Inc. 94,700 $ 5,363
Omnicom Group, Inc. 60,700 3,217
WPP Group PLC 400,000 1,630
10,210
EDUCATIONAL SERVICES - 0.0%
Educational Medical, Inc. 67,700 575
TOTAL SERVICES 10,785
TECHNOLOGY - 11.9%
COMPUTER SERVICES & SOFTWARE - 0.8%
Award Software International, Inc. 26,500 308
BMC Software, Inc. (a) 275,600 11,920
Qualix Group, Inc. 67,000 419
Template Software, Inc. 5,400 45
12,692
COMPUTERS & OFFICE EQUIPMENT - 4.2%
Canon, Inc. 350,000 8,292
Comdisco, Inc. 63,000 2,000
Compaq Computer Corp. (a) 177,400 15,146
Dell Computer Corp. (a) 100,000 8,369
Pitney Bowes, Inc. 155,800 9,971
Ricoh Co. Ltd. Ord. 50,000 594
Sun Microsystems, Inc. (a) 360,700 10,393
Symbol Technologies, Inc. 74,400 2,409
Western Digital Corp. (a) 187,100 11,530
68,704
ELECTRONIC INSTRUMENTS - 0.5%
Applied Materials, Inc. (a) 134,100 7,359
ELECTRONICS - 5.8%
Intel Corp. 567,200 86,852
Storage Technology Corp. (a) 205,800 7,229
TDK Corp. 10,000 720
94,801
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
PHOTOGRAPHIC EQUIPMENT - 0.6%
Fuji Photo Film Co. Ltd. 250,000 $ 9,544
TOTAL TECHNOLOGY 193,100
TRANSPORTATION - 0.8%
AIR TRANSPORTATION - 0.7%
Helikopter Services AS 30,000 396
UAL Corp. (a) 147,500 10,970
11,366
RAILROADS - 0.1%
Bombardier, Inc. Class B 20,000 405
Trinity Industries, Inc. 25,100 659
1,064
TOTAL TRANSPORTATION 12,430
UTILITIES - 8.7%
ELECTRIC UTILITY - 6.3%
American Electric Power Co., Inc. 645,000 26,123
CMS Energy Corp. 160,000 5,080
Carolina Power & Light Co. 65,100 2,213
DQE, Inc. 244,800 6,763
DPL, Inc. 32,000 756
Edison International 188,000 3,948
Empresa Nacional De Electricidad SA sponsored ADR 8,000 559
Entergy Corp. 135,000 3,156
FPL Group, Inc. 68,500 3,057
Florida Progress Corp. 200 6
Hawaiian Electric Industries, Inc. 46,000 1,541
Houston Industries, Inc. 116,100 2,322
Ohio Edison Co. 298,000 5,960
Pinnacle West Capital Corp. 195,100 5,560
TECO Energy, Inc. 32,600 778
Texas Utilities Co. 962,300 32,478
Veba AG Ord. 35,000 1,809
102,109
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
GAS - 0.4%
Columbia Gas System, Inc. (The) 102,000 $ 6,311
TELEPHONE SERVICES - 2.0%
Ameritech Corp. 96,200 5,880
Stet (Societa Finanziaria Telefonica) Spa Ord. 250,000 1,187
Telebras sponsored ADR 10,000 1,148
Telefonica de Espana SA sponsored ADR 300,000 23,100
Telecom Italia Mobile Spa 150,000 471
Viatel, Inc. (a) 35,300 221
32,007
TOTAL UTILITIES 140,427
TOTAL COMMON STOCKS
(Cost $1,295,445) 1,471,155
NONCONVERTIBLE PREFERRED STOCKS - 0.1%
FINANCE - 0.0%
CLOSED END INVESTMENT COMPANY - 0.0%
Thai Prime Fund 26,800 265
UTILITIES - 0.1%
TELEPHONE SERVICES - 0.1%
Stet (Societa Finanziaria Telefonica) Spa 250,000 926
TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $1,040) 1,191
CASH EQUIVALENTS - 9.2%
Taxable Central Cash Fund (b) (Cost $148,615) 148,615,034 148,615
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,445,100) $ 1,620,961
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.45%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 86.7%
Japan 2.4%
Spain 2.0%
Netherland 2.0%
United Kingdom 1.0%
Others (individually less than 1%) 5.9%
TOTAL 100.0%
INCOME TAX INFORMATION
At April 30, 1997, the aggregate cost of investment securities for income
tax purposes was $1,445,104,000. Net unrealized appreciation aggregated
$175,857,000, of which $205,669,000 related to appreciated investment
securities and $29,812,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) APRIL 30, 1997 (UNAUDITED)

ASSETS

Investment in securities, at value (cost $1,445,100) - $ 1,620,961
See accompanying schedule

Receivable for investments sold 29,258

Receivable for fund shares sold 5,900

Dividends receivable 1,509

Interest receivable 461

Other receivables 46

TOTAL ASSETS 1,658,135

LIABILITIES

Payable for investments purchased $ 34,955

Payable for fund shares redeemed 5,042

Accrued management fee 590

Other payables and accrued expenses 360

TOTAL LIABILITIES 40,947

NET ASSETS $ 1,617,188

Net Assets consist of:

Paid in capital $ 1,333,354

Undistributed net investment income 8,308

Accumulated undistributed net realized gain (loss) on 99,671
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 175,855
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 64,978 shares outstanding $ 1,617,188

NET ASSET VALUE, offering price and redemption price per $24.89
share ($1,617,188 (divided by) 64,978 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL 30, 1997 (UNAUDITED)

INVESTMENT INCOME $ 14,628
Dividends

Interest 3,292

TOTAL INCOME 17,920

EXPENSES

Management fee $ 4,892
Basic fee

Performance adjustment (1,033)

Transfer agent fees 1,848

Accounting fees and expenses 320

Non-interested trustees' compensation 6

Custodian fees and expenses 55

Registration fees 45

Audit 20

Legal 5

Miscellaneous 8

Total expenses before reductions 6,166

Expense reductions (369) 5,797

NET INVESTMENT INCOME 12,123

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

Investment securities 95,030

Foreign currency transactions (7)

Futures contracts 4,570 99,593

Change in net unrealized appreciation (depreciation) on:

Investment securities 20,620

Assets and liabilities in foreign currencies (3) 20,617

NET GAIN (LOSS) 120,210

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 132,333
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31,
1997 1996
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 12,123 $ 15,532
Net investment income

Net realized gain (loss) 99,593 156,953

Change in net unrealized appreciation (depreciation) 20,617 15,267

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 132,333 187,752
FROM OPERATIONS

Distributions to shareholders (14,299) (9,746)
From net investment income

From net realized gain (119,372) (101,358)

TOTAL DISTRIBUTIONS (133,671) (111,104)

Share transactions 335,900 1,070,404
Net proceeds from sales of shares

Reinvestment of distributions 129,535 108,534

Cost of shares redeemed (433,342) (804,151)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 32,093 374,787
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 30,755 451,435

NET ASSETS

Beginning of period 1,586,433 1,134,998

End of period (including undistributed net investment $ 1,617,188 $ 1,586,433
income of $8,308 and $11,825, respectively)

OTHER INFORMATION
Shares

Sold 13,522 46,331

Issued in reinvestment of distributions 5,401 4,830

Redeemed (17,416) (34,501)

Net increase (decrease) 1,507 16,660

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED OCTOBER 31,
ENDED
APRIL 30, 1997

(UNAUDITED) 1996 1995 1994 D 1993 1992

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

Net asset value, $ 24.99 $ 24.25 $ 19.45 $ 20.15 $ 16.77 $ 15.19
beginning of period

Income from
Investment
Operations

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

Net realized and 1.86 2.78 5.57 .44 3.61 1.97
unrealized gain
(loss)

Total from investment 2.05 3.02 5.76 .60 3.80 2.13

operations

Less Distributions

From net investment (.23) (.20) (.15) (.28) (.10) (.08)
income

From net realized gain (1.92) (2.08) (.81) (1.02) (.32) (.47)

Total distributions (2.15) (2.28) (.96) (1.30) (.42) (.55)

Net asset value, $ 24.89 $ 24.99 $ 24.25 $ 19.45 $ 20.15 $ 16.77
end of period

TOTAL RETURN B, C 8.53% 13.51% 31.54% 3.32% 23.09% 14.63%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 1,617 $ 1,586 $ 1,135 $ 812 $ 599 $ 261
period (in millions)

Ratio of expenses to .77% A .89% 1.03% 1.12% 1.11% 1.22%
average net assets

Ratio of expenses to .73% A .84% 1.00% 1.09% 1.10% 1.22%
average net assets , E E E E E
after expense
reductions

Ratio of net investment 1.52% A 1.07% .99% 1.01% 1.52% 1.43%
income to average
net assets

Portfolio turnover rate 116% A 247% 220% 187% 192% 268%

Average commission $ .0388 $ .0339
rate F

</TABLE>

6.
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. Non-cash dividends included in dividend income, if any,
are
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
recorded at the fair market value of the securities received. 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 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.
Undistributed net investment income and accumulated undistributed net
realized
gain (loss) on investments and foreign currency transactions may include
temporary book and tax basis differences which will reverse in a subsequent
period. Any taxable income or gain remaining at fiscal year end is
distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
7. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated 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 SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements 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.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Dividends from
the Cash Fund are declared daily and paid monthly from net interest income.
Income distributions received by the fund are recorded as interest income
in the accompanying financial statements.
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.
8. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $854,861,000 and $937,474,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $106,939,000 and $111,509,000, respectively.
9. 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
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 ".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 annualized rate of .48% of average net assets after the performance
adjustment.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, is the fund's transfer, dividend disbursing and shareholder servicing
agent. FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annualized rate of
.23% 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 $123,000 for the period.
10. 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
$356,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by $1,000
and $12,000, respectively, under these arrangements.
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 *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
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Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational 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
TechnoQuant(trademark) Growth Fund
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
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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
SM
AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)FIDELITY

TECHNOQUANT(trademark) GROWTH
FUND
SEMIANNUAL REPORT
APRIL 30, 1997
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 SUMMARY 9 A summary of the fund's
investments.

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

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

NOTES 20 Notes to the financial statements.

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

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. Total
return reflects the change in the value of an investment, assuming
reinvestment of the fund's dividend income and capital gains (the profits
earned upon the sale of securities that have grown in value). TechnoQuant
Growth has a 3% sales charge which has been waived since the fund's start
on November 12, 1996 through December 31, 1997.
CUMULATIVE TOTAL RETURNS
PERIOD ENDED APRIL 30, 1997 LIFE OF
FUND

Fidelity TechnoQuant Growth -1.50%

Fidelity TechnoQuant Growth (incl. 3% sales charge) -4.46%

S&P 500(registered trademark) 10.46%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, since the fund started on November 12,
1996. 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. This
benchmark includes reinvested dividends and capital gains.
AVERAGE ANNUAL TOTAL RETURNS
AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. These numbers will be reported once the fund is a year old.
$10,000 OVER LIFE OF FUND
TechnoQuant Growth SP Standard & Poor 500
00333 SP001
1996/11/12 9700.00 10000.00
1996/11/30 9932.80 10357.15
1996/12/31 10020.10 10151.98
1997/01/31 10640.90 10786.27
1997/02/28 9923.10 10870.84
1997/03/31 9428.40 10424.15
1997/04/30 9554.50 11046.48
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity TechnoQuant Growth on November 12, 1996, when the fund
started, and the current maximum 3% sales charge (waived from November 12,
1996 through December 31, 1997) was paid. As the chart shows, by April 30,
1997, the value of the investment would be $9,554 - a 4.46% decrease 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 $11,046 - a 10.46% 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
long-term growth and
short-term volatility. In turn,
the share price and return of
a fund that invests in stocks
will vary. That means if you
sell your shares during a
market downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Tim Krochuk, Portfolio Manager of Fidelity TechnoQuant
Growth Fund
Q. HOW DID THE FUND PERFORM, TIM?
A. Since its inception on November 12, 1996, through April 30, 1997, the
fund had a return of -1.50%. For the most similar period available for its
peer group - from November 14, 1996, through April 30, 1997 - the capital
appreciation funds average was down -1.56%, according to Lipper Analytical
Services. The Standard & Poor's 500 Index was up 10.46% from the fund's
inception on November 12, 1996, through the end of the period.
Q. WHAT IS THE FUND'S INVESTMENT STRATEGY?
A. The premise behind this fund is that we can study the supply and demand
patterns for stocks and sectors by looking at price and volume movements.
Price and volume data also is called technical data. The fund's strategy is
to identify combinations of price and volume data - unique to individual
stocks and sectors - that historically have had good predictive ability. I
look for stocks where a number of these individual indicators are bullish.
Although technical data is the driving force behind my investment
decisions, TechnoQuant Growth does not ignore fundamental data altogether.
I'd say that 90% of the information I use to make investment decisions is
technical data based on price and volume, while the other 10% is
traditional fundamental data, such as earnings forecasts.
Q. HOW DID THE STRATEGY WORK DURING THE PERIOD?
A. What's been unusual over the past five and a half months is that very
few names have been responsible for a majority of the Standard & Poor's 500
Index's gains. If you haven't focused on these few stocks, you've had a
very difficult time beating the market. When this happens, we say that
there has been "bad market breadth." Since January of last year, index
funds - particularly those that try to mirror such large-cap-oriented
indexes as the S&P 500 - have been attracting a big portion of investors'
dollars. In doing so, I believe they're artificially inflating the value of
many large-cap stocks. In fact, I believe some of these stocks have been
going up solely because they're in the S&P. This is just one of the reasons
why the TechnoQuant models have been uncomfortable over-emphasizing those
names for the fund. This "bad breadth" market caused the fund's strategy to
be less successful than I hope it will be in the long run.
Q. IS THE TECHNOQUANT GROWTH FUND A TREND-FOLLOWING FUND?
A. No. TechnoQuant analyzes RELATIONSHIPS, not trends. There is a big
difference. Just because a stock is trending up is not reason enough to buy
it. How are the other stocks in that same industry acting? How are the
stocks in a negatively correlated industry acting? How is the market
behaving? These are the kinds of relationships that TechnoQuant studies -
not just simple price movements. If all the relationships look good, then
the stock might be a "buy." But as I said before, a single price trend does
not make me own a stock.
Q. WHICH HOLDINGS OR SECTORS HAD AN INFLUENCE ON PERFORMANCE?
A. On the upside, it was principally technology and finance that helped the
fund. Applied Materials, Western Digital and Data General were among our
performance leaders on the technology side; Conseco was a leading
contributor from the financial sector. The sector that hurt the fund the
most was energy, and most of the fund's underperformance compared to the
S&P came from this sector's collapse during February when oil and gas
prices fell significantly. Holdings such as Marine Drilling, Comstock
Resources, Newfield and UTI Energy all fell during that time, and the fund
no longer held these stocks at the end of the period.
Q. WHAT'S YOUR OUTLOOK FOR THE FUTURE, TIM?
A. I think it's going to be a difficult market in which to make money, with
the potential for a significant correction before the year is out. I have
the fund positioned defensively, but be prepared for some volatility going
forward. Investors should be aware that short-term volatility is natural to
the equity markets and are encouraged to take a long-term approach to
investing. Let me provide an example based on my research. If you had
invested in the S&P 500 from January 1978 through March 1997, your return
would have been 867% over those 230 months. By missing the 10
best-performing months during that period, your return would have been
reduced to 328%. But few, if any, investors would be so unlucky as to miss
the 10 best months over a 19-year period. With that in mind, I set out to
analyze the performance of a number of portfolios each of which would pull
out of the market for 10 randomly selected months between January 1978 and
March 1997. Each portfolio was out of the market for a different set of 10
months during this period, so each would miss different "up" months and
different "down" months. The results? The portfolio that simply bought and
held its investments - meaning, it stayed in the market across all 230
months - outperformed 90% of the other portfolios. The average return of
the portfolios that were out of the market for the 10 randomly selected
months was 783%, compared to the 867% for staying invested in
the market over the nearly 20-year period. And since the market tends to
have more up months than down months, you're more likely to miss the former
than the latter. The lesson? Volatility can be painful in the short-term,
but staying in the market is beneficial in the long-term.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

FUND FACTS
GOAL: long-term capital
appreciation by investing
mainly in common stocks,
using a quantitative
investment approach that
emphasizes technical factors
FUND NUMBER: 333
TRADING SYMBOL: FTQGF
START DATE: November 12, 1996
SIZE: as of April 30, 1997,
more than $65 million
MANAGER: Tim Krochuk,
since inception; manager,
Fidelity Advisor TechnoQuant
Growth Fund, since
December 1996; quantitative
analyst, 1994-
1996; equity research
associate, 1992-1994; joined
Fidelity in 1992
(checkmark)
TIM KROCHUK ON
TECHNOQUANT INVESTING:
"The name TechnoQuant
comes from two things: the
kind of data I look at and the
way I look at it. `Tech' stands
for technical data - which is
price and volume data. I like
to describe this data as the
`molecules of the market'
because price and volume are
the smallest pieces that you
can break any market into.
That's what I'm looking at -
what actually occurs on the
molecular level of the equity
market every day. I like this
data because it is clean data
and there is an abundance of
it; I get thousands of new data
points every day. Technical
data reveals perceptions in
the market based on
transactions that occur
throughout the day.
"The `quant' in TechnoQuant
describes HOW I look at this
data. Instead of looking at
technical charts with the
naked eye, I use powerful
computer systems to analyze
thousands of relationships in
the technical data. I am really
trying to identify the
relationships you can't see on
a piece of paper. Quantitative
investing is a logical
extension of what's
happening in every industry
today - people using the
power of the computer to
improve a process and do
things we couldn't do before."
INVESTMENT SUMMARY

TOP TEN STOCKS AS OF APRIL 30, 1997
% OF FUND'S INVESTMENTS

PepsiCo, Inc. 2.7

General Electric Co. 2.6

Home Depot, Inc. (The) 2.6

North Fork Bancorp., Inc. 2.1

O'Sullivan Industries Holdings, Inc. 2.0

Halter Marine Group, Inc. 2.0

Boeing Co. 1.9

AMR Corp. 1.9

Foamex International, Inc. 1.8

Coca-Cola Co. (The) 1.8

TOP FIVE MARKET SECTORS AS OF APRIL 30, 1997
% OF FUND'S INVESTMENTS

Retail & Wholesale 16.1

Finance 13.9

Energy 13.6

Technology 11.4

Nondurables 9.9

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF APRIL 30,1997 *
Row: 1, Col: 1, Value: 4.8
Row: 1, Col: 2, Value: 45.2
Row: 1, Col: 3, Value: 50.0
2.
Stocks 95.2%
Short-term
investments 4.8%
FOREIGN
INVESTMENTS 4.6%
*
INVESTMENTS APRIL 30, 1997 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 95.2%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 3.9%
AEROSPACE & DEFENSE - 1.9%
Boeing Co. 12,900 $ 1,272,263
SHIP BUILDING & REPAIR - 2.0%
Halter Marine Group, Inc. 66,700 1,308,988
TOTAL AEROSPACE & DEFENSE 2,581,251
BASIC INDUSTRIES - 3.8%
CHEMICALS & PLASTICS - 3.0%
Foamex International, Inc. (a) 83,800 1,204,625
Sealed Air Corp. (a) 17,100 790,875
1,995,500
PAPER & FOREST PRODUCTS - 0.8%
Bowater, Inc. 11,400 493,050
TOTAL BASIC INDUSTRIES 2,488,550
DURABLES - 3.5%
HOME FURNISHINGS - 3.5%
Miller (Herman), Inc. 26,200 848,225
O'Sullivan Industries Holdings, Inc. (a) 97,600 1,317,600
Shelby Williams Industries, Inc. 10,100 116,150
2,281,975
ENERGY - 13.6%
ENERGY SERVICES - 10.0%
BJ Services Co. (a) 20,700 975,488
Baker Hughes, Inc. 22,100 762,450
Diamond Offshore Drilling, Inc. (a) 11,600 746,750
Energy Ventures, Inc. (a) 15,300 1,023,188
Falcon Drilling, Inc. (a) 19,400 742,050
Global Marine, Inc. (a) 46,500 935,813
Rowan Companies, Inc. (a) 38,600 694,800
Schlumberger Ltd. 6,900 764,175
6,644,714
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
ENERGY - CONTINUED
OIL & GAS - 3.6%
Coastal Corp. (The) 16,500 $ 783,750
Mesa, Inc. (a) 155,400 796,425
Royal Dutch Petroleum Co. ADR 4,300 775,075
2,355,250
TOTAL ENERGY 8,999,964
FINANCE - 13.9%
BANKS - 3.2%
North Fork Bancorp., Inc. 35,400 1,402,725
Peoples Heritage Financial Group, Inc. 22,300 699,663
2,102,388
CLOSED END INVESTMENT COMPANY - 3.0%
Alliance Global Environment Fund 66,400 971,100
New Age Media Fund, Inc. 76,700 1,006,688
1,977,788
CREDIT & OTHER FINANCE - 2.0%
Fleet Financial Group, Inc. 7,900 481,900
Money Store, Inc. 39,900 862,838
1,344,738
INSURANCE - 2.5%
American International Group, Inc. 6,400 822,400
Conseco, Inc. 20,000 827,500
1,649,900
SAVINGS & LOANS - 3.2%
Dime Bancorp., Inc. 66,400 1,070,700
Sovereign Bancorp., Inc. 85,880 1,052,030
2,122,730
TOTAL FINANCE 9,197,544
HEALTH - 6.0%
DRUGS & PHARMACEUTICALS - 2.4%
Bristol-Myers Squibb Co. 12,300 805,650
Warner-Lambert Co. 8,000 784,000
1,589,650
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - 3.6%
Humana, Inc. (a) 37,200 $ 809,100
Oxford Health Plans, Inc. (a) 12,800 843,200
Tenet Healthcare Corp. (a) 28,600 743,600
2,395,900
TOTAL HEALTH 3,985,550
INDUSTRIAL MACHINERY & EQUIPMENT - 2.6%
ELECTRICAL EQUIPMENT - 2.6%
General Electric Co. 15,500 1,718,563
MEDIA & LEISURE - 2.3%
LODGING & GAMING - 1.1%
Anchor Gaming (a) 28,700 717,500
RESTAURANTS - 1.2%
Starbucks Corp. 27,800 830,525
TOTAL MEDIA & LEISURE 1,548,025
NONDURABLES - 9.9%
BEVERAGES - 7.1%
Anheuser-Busch Companies, Inc. 18,400 788,900
Coca-Cola Co. (The) 18,500 1,177,063
Coors (Adolph) Co. Class B 41,000 937,875
PepsiCo, Inc. 51,500 1,796,063
4,699,901
FOODS - 2.8%
Campbell Soup Co. 4,800 245,400
Sara Lee Corp. 11,500 483,000
Fletchers Fine Foods Ltd. 39,200 375,885
Tootsie Roll Industries, Inc. 16,300 772,213
1,876,498
TOTAL NONDURABLES 6,576,399
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - 16.1%
APPAREL STORES - 2.4%
Baker (J.), Inc. 91,800 $ 722,925
Club Monaco, Inc. (a) 17,700 132,992
Ross Stores, Inc. 26,000 731,250
1,587,167
GENERAL MERCHANDISE STORES - 10.0%
Costco Companies, Inc. (a) 25,600 739,200
Dayton Hudson Corp. 24,200 1,089,000
Family Dollar Stores, Inc. 29,900 781,138
Federated Department Stores, Inc. (a) 23,300 792,200
MacFrugals Bargains Closeouts, Inc. (a) 27,500 804,375
Sears, Roebuck & Co. 16,000 768,000
Wal-Mart Stores, Inc. 27,900 788,175
Woolworth Corp. (a) 38,400 825,600
6,587,688
RETAIL & WHOLESALE, MISCELLANEOUS - 3.7%
Home Depot, Inc. (The) 29,200 1,693,600
Tandy Corp. 14,900 780,388
2,473,988
TOTAL RETAIL & WHOLESALE 10,648,843
SERVICES - 0.7%
LEASING & RENTAL - 0.7%
Hertz Corp. Class A 2,200 63,800
Team Rental Group, Inc. Class A (a) 16,800 378,000
441,800
TECHNOLOGY - 11.4%
COMMUNICATIONS EQUIPMENT - 1.2%
Newbridge Networks Corp. (a) 25,900 822,315
COMPUTER SERVICES & SOFTWARE - 2.2%
Credit Management Solutions, Inc. 67,100 603,900
Electronics for Imaging, Inc. (a) 21,100 828,175
1,432,075
COMPUTERS & OFFICE EQUIPMENT - 4.9%
Data General Corp. (a) 43,000 806,250
Dell Computer Corp. (a) 9,700 811,769
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Micron Electronics, Inc. (a) 38,700 $ 788,513
Western Digital Corp. (a) 13,700 844,263
3,250,795
ELECTRONIC INSTRUMENTS - 1.7%
Applied Materials, Inc. (a) 20,300 1,113,963
ELECTRONICS - 1.4%
Innovex, Inc. 29,100 931,200
TOTAL TECHNOLOGY 7,550,348
TRANSPORTATION - 3.6%
AIR TRANSPORTATION - 3.6%
AMR Corp. (a) 13,400 1,247,875
Midwest Express Holdings, Inc. (a) 28,200 1,163,250
2,411,125
UTILITIES - 3.9%
ELECTRIC UTILITY - 1.5%
DPL, Inc. 42,300 999,338
GAS - 1.2%
El Paso Natural Gas Co. 13,200 767,250
TELEPHONE SERVICES - 1.2%
WorldCom, Inc. (a) 34,300 823,200
TOTAL UTILITIES 2,589,788
TOTAL COMMON STOCKS
(Cost $61,894,531) 63,019,725
U.S. TREASURY OBLIGATIONS - 0.1%
PRINCIPAL
AMOUNT
United States Treasury Bill, yield at date of purchase
5.15% to 5.16%, 6/26/97
(Cost $59,519) $ 60,000 59,537
CASH EQUIVALENTS - 4.7%
SHARES VALUE (NOTE 1)
Taxable Central Cash Fund (b)
(Cost $3,113,766) 3,113,766 $ 3,113,766
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $65,067,816) $ 66,193,028
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.45%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At April 30, 1997, the aggregate cost of investment securities for income
tax purposes was $65,067,816. Net unrealized appreciation aggregated
$1,125,212, of which $3,337,850 related to appreciated investment
securities and $2,212,638 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS APRIL 30, 1997 (UNAUDITED)

ASSETS

Investment in securities, at value (cost $65,067,816) - $ 66,193,028
See accompanying schedule

Receivable for investments sold 14,239,787

Receivable for fund shares sold 128,681

Dividends receivable 27,370

Interest receivable 13,482

Prepaid expenses 13,960

TOTAL ASSETS 80,616,308

LIABILITIES

Payable to custodian bank $ 164,495

Payable for investments purchased 14,498,220

Payable for fund shares redeemed 468,041

Accrued management fee 32,600

Other payables and accrued expenses 57,351

TOTAL LIABILITIES 15,220,707

NET ASSETS $ 65,395,601

Net Assets consist of:

Paid in capital $ 69,657,413

Accumulated net investment (loss) (92,519)

Accumulated undistributed net realized gain (loss) on (5,294,505)
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 1,125,212
investments

NET ASSETS, for 6,637,913 shares outstanding $ 65,395,601

NET ASSET VALUE, offering price and redemption price $9.85
per share ($65,395,601 (divided by) 6,637,913 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS NOVEMBER 12, 1996 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1997
(UNAUDITED)

INVESTMENT INCOME $ 150,977
Dividends

Interest 78,366

TOTAL INCOME 229,343

EXPENSES

Management fee $ 144,459

Transfer agent fees 78,187

Accounting fees and expenses 28,405

Non-interested trustees' compensation 74

Custodian fees and expenses 9,837

Registration fees 47,166

Audit 13,355

Legal 31

Miscellaneous 348

TOTAL EXPENSES 321,862

NET INVESTMENT INCOME (LOSS) (92,519)

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

Investment securities (5,249,809)

Futures contracts (44,696) (5,294,505)

Change in net unrealized appreciation (depreciation) on 1,125,212
investment securities

NET GAIN (LOSS) (4,169,293)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ (4,261,812)
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
NOVEMBER 12, 1996
(COMMENCEMENT
OF OPERATIONS) TO
APRIL 30, 1997
(UNAUDITED)

<TABLE>
<CAPTION>
<S> <C>
INCREASE (DECREASE) IN NET ASSETS

Operations $ (92,519)
Net investment income (loss)

Net realized gain (loss) (5,294,505)

Change in net unrealized appreciation (depreciation) 1,125,212

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (4,261,812)
FROM OPERATIONS

Share transactions 87,478,587
Net proceeds from sales of shares

Cost of shares redeemed (17,896,769)

Redemption fees 75,595

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 69,657,413
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 65,395,601

NET ASSETS

Beginning of period -

End of period (including accumulated net investment loss of $92,519) $ 65,395,601

OTHER INFORMATION
Shares

Sold 8,393,661

Redeemed (1,755,748)

Net increase (decrease) 6,637,913

</TABLE>

FINANCIAL HIGHLIGHTS
NOVEMBER 12, 1996
(COMMENCEMENT
OF OPERATIONS) TO
APRIL 30, 1997

(UNAUDITED)

SELECTED PER-SHARE DATA C

Net asset value, beginning of period $ 10.00

Income from Investment Operations

Net investment income (loss) (.02)

Net realized and unrealized gain (loss) (.14)

Total from investment operations (.16)

Redemption fees added to paid in capital .01

Net asset value, end of period $ 9.85

TOTAL RETURN B (1.50)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 65,396

Ratio of expenses to average net assets 1.37%
A

Ratio of net investment income (loss) to average net assets (.39)%
A

Portfolio turnover rate 359%
A

Average commission rate D $ .0293

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D A FUND IS REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM
PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED
IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES
MAY DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1997 (Unaudited)

11. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity TechnoQuant Growth 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. The fund intends to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code. By so qualifying, the fund
will not be 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. Non-cash dividends included in
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
PREPAID EXPENSES. Fidelity Management & Research Company (FMR) bears all
organizational expenses except for registering and qualifying the fund and
shares of the fund for distribution under federal and state securities law.
These expenses are borne by the fund and amortized over one year.
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 may result in distribution reclassifications.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Accumulated net investment loss and accumulated undistributed net realized
gain (loss) on investments and foreign currency transactions may include
temporary book and tax basis differences that will reverse in a subsequent
period. Any taxable income or gain remaining at fiscal year end is
distributed in the following year.
REDEMPTION FEES. Shares held in the fund less than 90 days are subject to a
redemption fee equal to .75% of the proceeds of the redeemed shares. The
fee, which is retained by the fund, is accounted for as an addition to paid
in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
12. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated 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 SEC), the fund, along with other
affiliated entities of FMR, may transfer uninvested cash balances into one
or more joint trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.
2. OPERATING ACCOUNTING 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.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Dividends from
the Cash Fund are declared daily and paid monthly from net interest income.
Income distributions received by the fund are recorded as interest income
in the accompanying financial statements.
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market and to fluctuations in currency values. 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.
13. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $152,739,934 and $85,594,806, respectively.
The market value of futures contracts opened and closed during the period
amounted to $9,324,198 and $9,279,502, respectively.
14. 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
subject to a performance adjustment (up to a maximum of ".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. The fund's performance adjustment will not take
effect until November, 1997. For the period, the management fee was
equivalent to an annualized rate of .61% of average net assets.
SALES LOAD. For the period November 12, 1996 (commencement of operations)
through December 31, 1997, Fidelity Distributors Corporation, an affiliate
of FMR and the general distributor of the fund, will voluntarily waive the
sales charge (3% of the offering price) on the sales of shares.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, is the fund's transfer, dividend disbursing and shareholder servicing
agent. FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annualized rate of
.33% 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 $41,741 for the period.

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 *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
CUSTODIAN
The Chase Manhattan Bank, N.A.
New York, NY
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational 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
TechnoQuant(trademark) Growth Fund
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
AUTOMATED LINE FOR QUICKEST SERVICE