FIDELITY CAPITAL TRUST, N-30D, 1997-12-22

FIDELITY CAPITAL TRUST
N-30D, 1997-12-22

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(2_FIDELITY_LOGOS)FIDELITY

CAPITAL APPRECIATION
FUND
ANNUAL REPORT
OCTOBER 31, 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.

REPORT OF INDEPENDENT 32 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 33

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:
Although financial turmoil in Pacific Basin countries was a catalyst
for significant volatility in U.S. markets in late October, the
Standard & Poor's 500 Index remained up more than 25% year-to-date,
twice its historical annual average. Meanwhile, bond markets -
primarily influenced by a relatively steady flow of positive news on
the inflation front - continued to post moderate returns through the
first 10 months of 1997.
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 OCTOBER 31, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY CAPITAL APPRECIATION 29.83% 140.33% 352.54%

S&P 500 (REGISTERED TRADEMARK) 32.11% 147.49% 387.82%

CAPITAL APPRECIATION FUNDS AVERAGE 22.74% 119.38% 316.22%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you had 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 one year average represents a peer group of 203 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 OCTOBER 31, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY CAPITAL APPRECIATION 29.83% 19.17% 16.30%

S&P 500 32.11% 19.87% 17.16%

CAPITAL APPRECIATION FUNDS AVERAGE 22.74% 16.49% 14.50%

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
IMAHDR PRASUN SHR__CHT 19971031 19971111 095638 S00000000000001
Capital Appreciation S&P 500
00307 SP001
1987/10/31 10000.00 10000.00
1987/11/30 9963.20 9176.00
1987/12/31 10455.96 9874.29
1988/01/31 10904.93 10290.00
1988/02/29 11862.73 10769.52
1988/03/31 12261.81 10436.74
1988/04/30 12670.87 10552.59
1988/05/31 12800.58 10644.39
1988/06/30 13498.97 11132.97
1988/07/31 13439.11 11090.67
1988/08/31 13289.45 10713.58
1988/09/30 13798.28 11169.98
1988/10/31 14127.53 11480.51
1988/11/30 13977.87 11316.34
1988/12/31 14389.33 11514.37
1989/01/31 15094.20 12357.22
1989/02/28 14933.09 12049.53
1989/03/31 15406.35 12330.28
1989/04/30 16121.54 12970.22
1989/05/31 16736.56 13495.52
1989/06/30 17119.69 13418.59
1989/07/31 18228.74 14630.29
1989/08/31 18299.31 14917.05
1989/09/30 18239.21 14855.89
1989/10/31 17481.77 14511.23
1989/11/30 17835.24 14807.26
1989/12/31 18261.33 15162.63
1990/01/31 17426.78 14145.22
1990/02/28 17657.38 14327.69
1990/03/31 17789.15 14707.38
1990/04/30 17163.24 14339.69
1990/05/31 18074.66 15737.81
1990/06/30 17909.94 15630.80
1990/07/31 17569.53 15580.78
1990/08/31 15735.71 14172.28
1990/09/30 14582.71 13482.09
1990/10/31 14110.53 13424.11
1990/11/30 14846.26 14291.31
1990/12/31 15396.74 14690.04
1991/01/31 16041.98 15330.52
1991/02/28 17287.96 16426.66
1991/03/31 17699.58 16824.18
1991/04/30 17766.33 16864.56
1991/05/31 17999.95 17593.11
1991/06/30 17465.96 16787.34
1991/07/31 18133.45 17569.63
1991/08/31 18122.32 17986.03
1991/09/30 17566.08 17685.67
1991/10/31 17221.21 17922.66
1991/11/30 16197.73 17200.37
1991/12/31 16935.50 19168.09
1992/01/31 17923.63 18811.57
1992/02/29 18664.73 19056.12
1992/03/31 18623.56 18684.52
1992/04/30 19158.80 19233.85
1992/05/31 19392.11 19328.10
1992/06/30 19378.39 19040.11
1992/07/31 19474.45 19818.85
1992/08/31 18692.18 19412.56
1992/09/30 18719.63 19641.63
1992/10/31 18829.42 19710.37
1992/11/30 19035.28 20382.50
1992/12/31 19707.62 20633.20
1993/01/31 20259.49 20806.52
1993/02/28 20695.26 21089.49
1993/03/31 21860.37 21534.48
1993/04/30 22908.97 21013.34
1993/05/31 23520.65 21576.50
1993/06/30 23593.47 21639.07
1993/07/31 24103.21 21552.52
1993/08/31 24423.61 22369.36
1993/09/30 23855.62 22197.11
1993/10/31 25253.75 22656.59
1993/11/30 25166.37 22441.36
1993/12/31 26292.74 22712.90
1994/01/31 27722.36 23485.14
1994/02/28 27125.89 22848.69
1994/03/31 25997.63 21852.49
1994/04/30 26156.54 22132.20
1994/05/31 26363.12 22495.17
1994/06/30 25489.12 21944.03
1994/07/31 26045.30 22663.80
1994/08/31 27078.22 23593.01
1994/09/30 27173.56 23014.99
1994/10/31 27014.65 23532.82
1994/11/30 27189.45 22675.76
1994/12/31 26955.33 23012.04
1995/01/31 27765.22 23608.74
1995/02/28 28275.81 24528.77
1995/03/31 28275.81 25252.62
1995/04/30 29068.09 25996.31
1995/05/31 29208.94 27035.38
1995/06/30 29877.99 27663.41
1995/07/31 31304.10 28580.73
1995/08/31 32237.24 28652.47
1995/09/30 32624.58 29861.60
1995/10/31 31180.86 29755.00
1995/11/30 31673.83 31061.24
1995/12/31 32014.24 31659.48
1996/01/31 33483.31 32737.17
1996/02/29 33349.76 33040.64
1996/03/31 33426.08 33358.82
1996/04/30 33979.36 33850.53
1996/05/31 34933.30 34723.54
1996/06/30 33883.97 34855.83
1996/07/31 31976.09 33315.90
1996/08/31 33044.50 34018.54
1996/09/30 34818.83 35933.10
1996/10/31 34856.99 36924.13
1996/11/30 36783.95 39715.23
1996/12/31 36854.75 38928.47
1997/01/31 38505.28 41360.72
1997/02/28 37982.96 41684.99
1997/03/31 36541.36 39972.15
1997/04/30 37314.39 42358.49
1997/05/31 40678.12 44937.28
1997/06/30 42934.54 46950.47
1997/07/31 46277.37 50686.31
1997/08/31 45462.55 47846.87
1997/09/30 48262.18 50467.44
1997/10/31 45253.63 48781.83
IMATRL PRASUN SHR__CHT 19971031 19971111 095641 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Capital Appreciation Fund on October 31, 1987. As
the chart shows, by October 31, 1997, the value of the investment
would have grown to $45,254 - a 352.54% 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 $48,782 - a 387.82% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
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

MARKET RECAP
If the U.S. stock market is one of
multiple personalities - and most
would agree that it is - then the
12-month period that ended
October 31, 1997 was a fitting
showcase. Overall, the market
turned in a strong performance.
The Standard & Poor's 500 Index
- - a broad gauge of the U.S. stock
market - returned 32.11% in that
time, well ahead of its long-term
annual average of approximately
11%. Favorable economic
conditions and healthy corporate
earnings sent stock prices soaring,
particularly those of large,
well-known companies. The market
paused briefly to collect its breath
in March - when the Federal
Reserve Board expressed its
concern about an overheating
economy by raising a key
short-term interest rate - but kept
rolling through July. The latter
months of the period, however, told
a different story. Inflation fears, a
weakened dollar and sluggish
corporate earnings knocked many
large-company stocks from their
perch, and stocks of smaller
companies began to perform well.
But while market followers saw this
"broadening" as a positive trend,
events began to unfold overseas
that would show still another side
of the market - and an extremely
volatile one. Currency and
economic problems in Southeast
Asia during the last week of
October sent the world's capital
markets running for cover. The
Dow Jones Industrial Average
tumbled 554 points in one day -
the biggest one-day point drop in
its history - then snapped back
the next, reclaiming almost 337
points.
An interview with Harry Lange, Portfolio Manager of Fidelity Capital
Appreciation Fund
Q. HOW DID THE FUND PERFORM, HARRY?
A. The fund did fairly well. For the 12 months that ended October 31,
1997, the fund generated a return of 29.83%. The capital appreciation
funds average, according to Lipper Analytical Services, returned
22.74% in that time, while the Standard & Poor's 500 Index returned
32.11%.
Q. WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE?
A. Market trends - both domestically and internationally - played a
pivotal role. The U.S. market went through two distinct periods: A
narrow group of large-company stocks dominated the first half of the
period, while smaller stocks performed well in the second half. The
fund typically performs better when all types of stocks are
contributing to a market advance. The overseas story, of course, took
place in the Asian markets in late October, when turbulence there sent
negative ripples throughout world markets. The fund's exposure to
media-related stocks also was influential.
Q. WHY DID MEDIA STOCKS PERFORM WELL?
A. Part of their success can be attributed to consumers' recent love
affair with strong brand names. Realizing that improved brand
recognition can often translate into more sales, companies are
advertising their products through newspaper, radio and TV outlets.
I'm also high on cable TV stocks, because cable television could play
an important role in getting private homes hooked up to the Internet.
If it does, the cable industry could be a very promising area.
Positions in the fund that reflect this potential include Microsoft,
which has made a financial commitment to this effort, US West Media
Group and Comcast.
Q. A QUICK LOOK AT THE FUND'S HOLDINGS SHOWS THAT IT HAS SOME EXPOSURE
TO REAL ESTATE INVESTMENT TRUSTS (REITS). WHAT'S BEHIND YOUR THINKING?
A. REITs - which are publicly-traded trusts that own hotels, shopping
centers, apartment complexes and other buildings - have become
consistent growth vehicles in recent years. Examples in the portfolio
during the period included Equity Residential Properties, one of the
biggest apartment owners in the U.S., and Excel Realty Trust, which
specializes in shopping malls. Both positions performed reasonably
well. One attractive feature of REITs is that they have a built-in tax
advantage. As long as a REIT distributes its income in the form of a
dividend, it doesn't have to pay corporate taxes. REITs are also
another way for the fund to gain exposure to the hotel industry, which
is thriving these days.
Q. ON A CORPORATE LEVEL, MERGER AND ACQUISITION ACTIVITY CONTINUED AT
A STRONG PACE DURING THE PERIOD. WHAT'S YOUR STRATEGY FOR INVESTING IN
COMPANIES INVOLVED IN THIS ACTIVITY?
A. The key is whether the transaction makes good economic sense. I
like the idea of a bigger company acquiring smaller companies within
its industry as long as the two parties can pool their resources in an
efficient manner. USA Waste - the fund's third-largest position - is a
good example. USA Waste owns a number of garbage collection businesses
and landfills throughout the country, and was quite active during the
period in adding smaller businesses and landfills to its stable. When
USA Waste has a landfill in one particular region, and then buys a
garbage collection business in the same vicinity, that collection
business can use the landfill and save on transportation costs. That's
the kind of synergy that makes sound business sense.
Q. WHICH STOCKS WERE POSITIVE CONTRIBUTORS TO PERFORMANCE? WHICH WERE
NEGATIVES?
A. Intel, which I sold earlier in the year, and Compaq were solid
performers during the first half of the period. Corporate Express, an
active acquirer of office supply companies, was also a good stock. On
the negative side, the troubles in Asia hurt Japanese bearings
manufacturer THK and Silicon Valley Group, a manufacturer of
semiconductor equipment. Interneuron Pharmaceuticals - a maker of
weight control pills - was also a disappointment as product recalls
hampered performance.
Q. WHAT'S IN STORE FOR THE NEXT
FEW MONTHS?
A. Southeast Asia's problems may reverberate throughout world markets
for some time, and in times of volatility investors tend to go with
what they know. This includes companies with significant name
recognition. That being said, I'll be on the lookout for stocks that
have strong brand names and little exposure to Southeast Asia. I won't
be looking so much at the big-cap, household names, but more at
smaller stocks with recognizable brands.
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.

HARRY LANGE ON THE
IMPORTANCE OF "PRICING
POWER":
"An important factor in any
investment I consider is whether
a company has the ability to set its
own pricing structure. Many times,
a company's ability to do so depends
on the industry in which it operates.
The world has plenty of capacity
for most commodity products -
from TV sets to chemicals - and
price increases can be difficult to
implement. But there are other
groups that do offer pricing room.
"One current example is media
stocks. There's not enough air time
to satisfy potential advertisers, and
the big market-share companies
such as Westinghouse and Viacom
- - both positions in the fund during
the period - have taken advantage
of this demand to raise their rates.
California winemaker Robert
Mondavi is another example. Wine
has been in high demand for a
number of reasons: Medical
evidence earlier in the year
suggested that drinking a glass of
wine per day would be healthy,
wine collecting has become
fashionable and there has been a
shortage of grapes. While most
competitors in these industries
can also raise prices, these
particular stocks have shown
promise.
"If a company can set its own
prices, its profit margins should
benefit as a result. Price increases
fall right to the bottom line."
FUND FACTS
GOAL: to increase the value of
the fund's shares by investing
mainly in common stocks
FUND NUMBER: 307
TRADING SYMBOL: FDCAX
START DATE: November 26, 1986
SIZE: as of October 31, 1997,
more than $2.0 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; joined
Fidelity in 1987
(checkmark)
INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

ELECTRONIC DATA SYSTEMS CORP. 4.4 0.0

VIACOM, INC. CLASS B (NON-VTG.) 3.2 0.0

USA WASTE SERVICES, INC. 2.6 2.6

CORPORATE EXPRESS, INC. 2.4 1.9

COMPAQ COMPUTER CORP. 2.2 0.0

HOST MARRIOTT CORP. 1.8 0.2

WAL-MART STORES, INC. 1.7 1.8

MONDAVI (ROBERT) CORP. CLASS A 1.7 1.3

CUC INTERNATIONAL, INC. 1.6 0.4

AMR CORP. 1.6 0.0

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 21.2 20.9

MEDIA & LEISURE 13.9 8.9

RETAIL & WHOLESALE 9.2 10.0

FINANCE 9.4 7.1

CONSTRUCTION & REAL ESTATE 8.7 8.2

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF OCTOBER 31, 1997 * AS OF APRIL 30, 1997 **
ROW: 1, COL: 1, VALUE: 5.5
ROW: 1, COL: 2, VALUE: 1.6
ROW: 1, COL: 3, VALUE: 92.90000000000001
STOCKS 96.8%
BONDS 0.0%
SHORT-TERM
INVESTMENTS 3.2%
FOREIGN
INVESTMENTS 7.8%
STOCKS 93.9%
BONDS 0.6%
SHORT-TERM
INVESTMENTS 5.5%
FOREIGN
INVESTMENTS 8.6%
ROW: 1, COL: 1, VALUE: 5.5
ROW: 1, COL: 2, VALUE: 0.0
ROW: 1, COL: 3, VALUE: 96.8
*
**
INVESTMENTS OCTOBER 31, 1997

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 93.8%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 2.5%
AEROSPACE & DEFENSE - 1.8%
BE Aerospace, Inc. (a) 1,054,300 $ 29,652
Harsco Corp. 163,400 6,781
36,433
DEFENSE ELECTRONICS - 0.7%
Tracor, Inc. (a) 565,000 15,114
TOTAL AEROSPACE & DEFENSE 51,547
BASIC INDUSTRIES - 1.9%
CHEMICALS & PLASTICS - 0.1%
Compass Plastics & Technologies, Inc. 24,900 215
Foamex International, Inc. (a) 100,000 1,156
1,371
IRON & STEEL - 0.4%
Aeroquip Vickers, Inc. 50,000 2,603
Inland Steel Industries, Inc. 81,000 1,590
Quanex Corp. 9,700 268
Tadano Ltd. 100,000 436
TriMas Corp. 108,300 3,168
8,065
PACKAGING & CONTAINERS - 0.7%
Owens-Illinois, Inc. (a) 461,200 15,911
PAPER & FOREST PRODUCTS - 0.7%
Mail-Well, Inc. (a) 150,000 5,194
Mercer International, Inc. (SBI) (c) 909,800 9,325
14,519
TOTAL BASIC INDUSTRIES 39,866
CONSTRUCTION & REAL ESTATE - 8.7%
BUILDING MATERIALS - 0.4%
Masco Corp. 200,000 8,775
CONSTRUCTION - 2.0%
Beazer Homes USA, Inc. (a) 200,000 3,825
Daito Trust Construction Co. 486,700 4,325
Higashi Nihon House Co. Ltd. 100,000 748
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - CONTINUED
Hospitality Worldwide Services, Inc. (a) 12,400 $ 144
Lennar Corp. 790,268 32,154
41,196
ENGINEERING - 0.3%
Billing Information Concepts Corp. (a) 120,000 4,710
Fluor Corp. 50,000 2,056
6,766
REAL ESTATE - 0.5%
Major Realty Corp. (a)(c) 680,000 765
Mitsubishi Estate Co. Ltd. 200,000 2,525
Pacific Greystone Corp. (a) 199,150 3,684
Stewart Enterprises, Inc. Class A 100,000 4,150
Trendwest Resorts, Inc. 10,900 250
11,374
REAL ESTATE INVESTMENT TRUSTS - 5.5%
Alexandria Real Estate Equities, Inc. 121,300 3,328
Bay Apartment Communities, Inc. 26,000 1,017
CBL & Associates Properties, Inc. 14,000 338
Duke Realty Investors, Inc. 384,552 8,652
Equity Residential Properties Trust (SBI) 291,200 14,706
Excel Realty Trust, Inc. 750,800 22,618
Felcor Suite Hotels, Inc. 30,000 1,099
First Washington Realty Trust, Inc. 100,000 2,500
Glenborough Realty Trust, Inc. 133,000 3,408
Imperial Credit Commercial Mortgage Investment Corp. 1,300 21
LTC Properties, Inc. 875,800 17,735
Patriot American Hospitality, Inc. 58,399 1,927
Public Storage, Inc. 285,300 7,846
RFS Hotel Investors, Inc. 469,100 9,206
Starwood Lodging Trust combined certificate (SBI) 359,300 21,491
115,892
TOTAL CONSTRUCTION & REAL ESTATE 184,003
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 2.8%
AUTOS, TIRES, & ACCESSORIES - 0.3%
Pep Boys-Manny, Moe & Jack 100,000 $ 2,519
Wynn's International, Inc. 117,700 3,994
6,513
CONSUMER ELECTRONICS - 0.5%
Philips Electronics NV 150,000 11,756
HOME FURNISHINGS - 0.9%
Furniture Brands International, Inc. (a) 936,800 15,691
HON Industries, Inc. 49,000 2,530
18,221
TEXTILES & APPAREL - 1.1%
Galey & Lord, Inc. (a) 278,500 5,117
Liz Claiborne, Inc. 100,000 5,069
Polymer Group, Inc. (a) 300,000 2,906
Quaker Fabric Corp. (a) 335,500 6,396
Supreme International Corp. (a)(c) 330,000 4,001
23,489
TOTAL DURABLES 59,979
ENERGY - 2.3%
ENERGY SERVICES - 0.7%
BJ Services Co. (a) 50,000 4,237
Falcon Drilling, Inc. (a) 66,000 2,401
Pool Energy Services Co. (a) 263,000 8,926
15,564
OIL & GAS - 1.6%
Cabot Oil & Gas Corp. Class A 100,000 2,400
Coastal Corp. (The) 100,000 6,012
Dril-Quip, Inc. 5,000 179
EVI, Inc. (a) 100,000 6,419
Newport Petroleum Corp. (a)(d) 310,000 1,596
Oryx Energy Co. (a) 200,000 5,513
Swift Energy Co. (a) 125,400 3,253
Titan Exploration, Inc. 338,000 4,267
UNIFAB International, Inc. 100,500 3,216
32,855
TOTAL ENERGY 48,419
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 9.1%
BANKS - 1.9%
Banc One Corp. 100,000 $ 5,212
Bank of Nova Scotia 100,000 4,413
Barnett Banks, Inc. 200,000 13,800
Fuji International Trust sponsored ADR unit (d) 29 743
National Bank of Canada 384,100 5,468
State Street Corp. 200,000 11,150
40,786
CLOSED-END INVESTMENT COMPANY - 0.1%
Taiwan Fund, Inc. 100,000 1,813
CREDIT & OTHER FINANCE - 1.9%
Acom Co. Ltd. 50,000 2,741
American Express Co. 205,000 15,990
Associates First Capital Corp. 254,500 16,193
Cityscape Financial Corp. (a) 100,000 153
Green Tree Financial Corp. 100,000 4,213
Household International, Inc. 10,900 1,234
40,524
FEDERAL SPONSORED CREDIT - 0.6%
Federal Home Loan Mortgage Corporation 200,000 7,575
Federal National Mortgage Association 100,000 4,844
12,419
INSURANCE - 1.6%
Acceptance Insurance Co., Inc. (a) 300,000 6,975
Allmerica Financial Corp. 45,600 2,137
Fremont General Corp. 33,100 1,543
Life RE Corp. 250,000 13,781
London Insurance Market Investment Trust PLC 307,000 704
Mercury General Corp. 200,000 8,488
33,628
SAVINGS & LOANS - 3.0%
Ahmanson (H.F.) & Co. 50,000 2,950
Bank United Corp. Class A 100,000 4,200
CenFed Financial Corp. 1,000 40
Charter One Financial Corp. 131,250 7,629
Dime Bancorp., Inc. 500,000 12,000
Washington Federal, Inc. 100,000 2,950
Washington Mutual, Inc. 480,000 32,850
62,619
TOTAL FINANCE 191,789
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - 6.3%
DRUGS & PHARMACEUTICALS - 1.2%
Aviron 406,200 $ 8,886
Collaborative Clincal Research, Inc. (a) 253,500 1,553
Cytyc Corp. (a) 212,100 5,037
Integrated Process Equipment Corp. (a) 400,000 8,875
24,351
MEDICAL EQUIPMENT & SUPPLIES - 3.7%
Becton, Dickinson & Co. 200,000 9,212
Bergen Brunswig Corp. Class A 450,000 18,028
Cardinal Health, Inc. 223,100 16,565
Conmed Corp. 73,700 1,511
Cooper Companies, Inc. (a) 141,200 5,057
McKesson Corp. 200,000 21,462
Gehe AG 50,000 2,638
Stryker Corp. 100,000 3,719
78,192
MEDICAL FACILITIES MANAGEMENT - 1.4%
Alternative Living Services, Inc. (a) 188,500 4,618
Carematrix Corp. (a) 131,200 3,575
HEALTHSOUTH Corp. (a) 500,000 12,781
Home Health Corp. of America, Inc. (a) 130,000 1,398
Sunrise Assisted Living, Inc. (a) 152,000 5,643
Wellpoint Health Networks, Inc. (a) 50,000 2,288
30,303
TOTAL HEALTH 132,846
INDUSTRIAL MACHINERY & EQUIPMENT - 5.5%
ELECTRICAL EQUIPMENT - 1.9%
Alcatel Alsthom Compagnie Generale d'Electricite SA 48,300 5,819
Energy Conversion Devices, Inc. (a) 150,000 2,016
Westinghouse Electric Corp. 1,194,879 31,589
39,424
INDUSTRIAL MACHINERY & EQUIPMENT - 1.0%
Gasonics International Corp. (a) 85,100 1,319
Global Industrial Technologies, Inc. (a) 14,700 251
Ingersoll-Rand Co. 30,000 1,168
THK Co. Ltd. 1,282,700 17,152
Tyco International Ltd. 40,000 1,510
21,400
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - 2.6%
Thermo Instrument Systems, Inc. (a) 33,750 $ 974
USA Waste Services, Inc. (a) 1,482,300 54,845
55,819
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 116,643
MEDIA & LEISURE - 13.9%
BROADCASTING - 1.7%
Canwest Global Communications Corp. (non-vtg.) 300,000 5,730
Comcast Corp. Class A special 675,000 18,562
Time Warner, Inc. 200,000 11,537
35,829
ENTERTAINMENT - 3.3%
Viacom, Inc.:
Class A (a) 100,600 3,005
Class B (a) (non-vtg.) 2,209,800 66,847
69,852
LEISURE DURABLES & TOYS - 1.9%
Arctic Cat, Inc. (c) 1,185,000 13,924
Brunswick Corp. 100,000 3,375
Coachmen Industries, Inc. 200,000 3,975
Mattel, Inc. 500,000 19,438
40,712
LODGING & GAMING - 3.4%
Host Marriott Corp. (a) 1,857,300 38,771
ITT Corp. 150,000 11,203
Interstate Hotels Co. (a) 70,700 2,174
La Quinta Motor Inns, Inc. 600,000 10,725
Sun International Hotels Ltd. Ord. (a) 100,000 3,600
US Franchise Systems, Inc. Class A (a) 137,300 1,098
Wyndham Hotel Corp. (a) 101,000 4,539
72,110
PUBLISHING - 2.5%
Cognizant Corp. 50,000 1,959
Gibson Greetings, Inc. (a) 100,000 2,463
Mecklermedia Corp. (a) 100,000 1,812
Playboy Enterprises, Inc.:
Class A (a) 25,000 316
Class B (a)(c) 1,760,800 24,321
US WEST Media Group (a) 900,000 22,722
53,593
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 1.1%
Big Buck Brewery & Steakhouse, Inc. (a) 35,000 $ 245
Logan's Roadhouse, Inc. (a) 101,000 1,805
Starbucks Corp. (a) 600,000 19,800
21,850
TOTAL MEDIA & LEISURE 293,946
NONDURABLES - 2.2%
AGRICULTURE - 0.1%
Scheid Vineyards, Inc. Class A (c) 125,000 1,313
BEVERAGES - 1.6%
Mondavi (Robert) Corp. Class A (a)(c) 690,000 35,061
FOODS - 0.2%
CPC International, Inc. 50,000 4,950
HOUSEHOLD PRODUCTS - 0.3%
Premark International, Inc. 200,000 5,412
TOTAL NONDURABLES 46,736
PRECIOUS METALS - 0.5%
Newmont Mining Corp. 300,000 10,500
RETAIL & WHOLESALE - 9.1%
APPAREL STORES - 1.0%
Baker (J.), Inc. 238,800 1,731
Charming Shoppes, Inc. (a) 200,000 1,037
Gap, Inc. 100,000 5,319
Haruyama Trading Co. Ltd. 22,000 143
Limited, Inc. (The) 100,000 2,356
Ross Stores, Inc. 263,000 9,830
20,416
GENERAL MERCHANDISE STORES - 1.9%
Federated Department Stores, Inc. (a) 100,000 4,400
Wal-Mart Stores, Inc. 1,050,000 36,881
41,281
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 1.0%
Performance Food Group Co. (a) 513,750 $ 9,504
Quality Food Centers, Inc. (a) 111,600 5,315
Rykoff-Sexton, Inc. 151,700 3,262
Safeway, Inc. (a) 50,000 2,906
20,987
RETAIL & WHOLESALE, MISCELLANEOUS - 5.2%
Corporate Express, Inc. 3,464,000 50,877
Gadzooks, Inc. (a) 200,000 4,975
Home Depot, Inc. 600,000 33,375
Micro Warehouse, Inc. 167,500 2,513
Officemax, Inc. (a) 300,000 4,013
Staples, Inc. (a) 210,700 5,531
Toys "R" Us, Inc. (a) 37,112 1,264
U.S. Office Products Co. (a) 238,300 7,447
109,995
TOTAL RETAIL & WHOLESALE 192,679
SERVICES - 3.1%
LEASING & RENTAL - 0.1%
Hollywood Entertainment Corp. (a) 167,300 2,049
SERVICES - 3.0%
APAC Teleservices, Inc. (a) 182,800 2,491
AccuStaff, Inc. (a) 377,800 10,791
Assisted Living Concepts, Inc. (a) 100,000 2,050
Meitec Corp. (a) 800,000 23,588
RMH Teleservices, Inc. (a) 70,000 455
Sitel Corp. (a) 500,000 4,437
Sotheby's Holdings, Inc. Class A 129,000 2,419
Volt Informations Sciences, Inc. (a) 243,400 16,795
63,026
TOTAL SERVICES 65,075
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - 21.2%
COMMUNICATIONS EQUIPMENT - 1.0%
Aiphone Co. Ltd. 100,000 $ 1,071
Intermedia Communications, Inc. (a) 120,600 5,472
Jabil Circuit, Inc. (a) 50,000 2,269
Matsushita Communication Industrial Co. Ltd. (a) 350,000 12,355
21,167
COMPUTER SERVICES & SOFTWARE - 11.5%
BancTec, Inc. (a) 508,100 11,623
CUC International, Inc. (a) 1,170,000 34,515
Documentum, Inc. (a)(c) 742,500 22,182
Electronic Data Systems Corp. 2,386,100 92,312
4Front Software International, Inc. (a)(c) 615,900 6,120
IDT Corp. (a) 200,000 3,600
Inacom Corp. (a) 400,000 12,325
IntelliCorp Inc. (a) 325,000 1,300
Microsoft Corp. (a) 220,800 28,704
MicroAge, Inc. (a) 554,500 12,199
Platinum Technology, Inc. (a) 100,000 2,425
Structural Dynamics Research Corp. (a) 100,000 1,912
Sybase, Inc. (a) 100,000 1,631
Symantec Corp. (a) 300,000 6,563
Synopsys, Inc. 100,000 3,888
Xionics Document Technologies, Inc. (a) 104,300 1,591
242,890
COMPUTERS & OFFICE EQUIPMENT - 5.2%
Compaq Computer Corp. (a) 722,000 46,027
Evans & Sutherland Computer Corp. (a) 100,000 3,000
Hutchinson Technology, Inc. (a) 614,600 16,210
Ingram Micro, Inc. Class A 73,800 2,200
Psion PLC 42,600 321
Quantum Corp. (a) 806,000 25,490
SCI Systems, Inc. (a) 120,200 5,289
Seagate Technology (a) 200,000 5,425
Western Digital Corp. (a) 200,000 5,988
109,950
ELECTRONIC INSTRUMENTS - 2.1%
Applied Materials, Inc. 15,500 517
GenRad, Inc. (a) 70,600 2,083
KLA-Tencor Corp. (a) 55,600 2,443
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONIC INSTRUMENTS - CONTINUED
Quad Systems Corp. (a) 100,000 $ 700
SBS Technologies, Inc. (a) 20,000 580
Silicon Valley Group, Inc. (a) 900,000 25,875
Thermo Electron Corp. (a) 100,000 3,731
Thermoquest Corp. (a) 200,000 3,575
Yamaichi Electric Manufacturing Co. Ltd. 200,000 3,904
43,408
ELECTRONICS - 1.4%
C.P. Clare Corp. (a) 60,000 1,012
Etec Systems, Inc. (a) 150,000 6,694
Minebea Co. Ltd. 329,000 3,279
Solectron Corp. (a) 174,600 6,853
TDK Corp. 150,000 12,434
30,272
TOTAL TECHNOLOGY 447,687
TRANSPORTATION - 2.6%
AIR TRANSPORTATION - 2.2%
America West Holding Corp. Class B (a) 509,000 7,540
AMR Corp. (a) 294,100 34,244
Deutsche Lufthansa AG (Reg.) (d) 100,000 1,788
Transat AT, Inc. (a) 314,700 2,704
46,276
SHIPPING - 0.4%
Trico Marine Services, Inc. (a) 200,000 7,350
TOTAL TRANSPORTATION 53,626
UTILITIES - 2.1%
CELLULAR - 0.1%
Commnet Cellular, Inc. (a) 77,000 2,666
ELECTRIC UTILITY - 0.5%
Niagara Mohawk Power Corp. (a) 1,004,300 9,729
TELEPHONE SERVICES - 1.5%
Cable & Wireless Communications PLC 500,000 1,830
France Telecom SA 8,300 314
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
MCI Communications Corp. 600,000 $ 21,300
Metromedia Fiber Network, Inc. Class A 2,700 65
Sprint Corp. 100,000 5,200
USLD Communications Corp. (a) 100,000 1,981
30,690
TOTAL UTILITIES 43,085
TOTAL COMMON STOCKS
(Cost $1,757,482) 1,978,426
PREFERRED STOCKS - 0.1%
CONVERTIBLE PREFERRED STOCKS - 0.1%
RETAIL & WHOLESALE - 0.1%
APPAREL STORES - 0.1%
TJX Companies, Inc., Series E, $7.00 6,000 1,950
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 pfd. 9,100 167
TOTAL PREFERRED STOCKS
(Cost $1,183) 2,117
CORPORATE BONDS - 0.6%
MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (000S) (000S)
CONVERTIBLE BONDS - 0.3%
SERVICES - 0.3%
Premiere Technologies, Inc.
5 3/4%, 7/1/04 (d) - $ 5,000,000 $ 5,950
NONCONVERTIBLE BONDS - 0.3%
FINANCE - 0.3%
CREDIT & OTHER FINANCE - 0.3%
Cityscape Financial Corp.
12 3/4%, 6/1/04 B2 9,000,000 6,120
TOTAL CORPORATE BONDS
(Cost $12,543) 12,070
CASH EQUIVALENTS - 5.5%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 5.60%, dated
10/31/97 due 11/3/97 $ 2,343 2,342
SHARES
Taxable Central Cash Fund (b) 114,699,065 114,699
TOTAL CASH EQUIVALENTS
(Cost $117,041) 117,041
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,888,249) $ 2,109,654
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.64%. 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 8 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 $10,077,000 or
0.5% of net assets.
INCOME TAX INFORMATION
At October 31, 1997, the aggregate cost of investment securities for
income tax purposes was $1,889,922,000. Net unrealized appreciation
aggregated $219,732,000, of which $307,979,000 related to appreciated
investment securities and $88,247,000 related to depreciated
investment securities.
The fund hereby designates approximately $58,309,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1997

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE $ 2,109,654
AGREEMENTS OF $2,342) (COST $1,888,249) -
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 2,801

RECEIVABLE FOR FUND SHARES SOLD 5,586

DIVIDENDS RECEIVABLE 710

INTEREST RECEIVABLE 981

OTHER RECEIVABLES 2

TOTAL ASSETS 2,119,734

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 19,136

PAYABLE FOR FUND SHARES REDEEMED 3,727

ACCRUED MANAGEMENT FEE 763

OTHER PAYABLES AND ACCRUED EXPENSES 3,147

COLLATERAL ON SECURITIES LOANED, AT VALUE 43,541

TOTAL LIABILITIES 70,314

NET ASSETS $ 2,049,420

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 1,498,591

UNDISTRIBUTED NET INVESTMENT INCOME 8,127

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) 321,297
ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 221,405
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 94,632 SHARES OUTSTANDING $ 2,049,420

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $21.66
PER SHARE ($2,049,420 (DIVIDED BY) 94,632 SHARES)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1997

INVESTMENT INCOME $ 14,688
DIVIDENDS (INCLUDING $147 RECEIVED FROM AFFILIATED ISSUERS)

INTEREST (INCLUDING INCOME ON SECURITIES LOANED OF $579) 4,487

TOTAL INCOME 19,175

EXPENSES

MANAGEMENT FEE $ 10,595
BASIC FEE

PERFORMANCE ADJUSTMENT (3,389)

TRANSFER AGENT FEES 4,092

ACCOUNTING AND SECURITY LENDING FEES 699

NON-INTERESTED TRUSTEES' COMPENSATION 13

CUSTODIAN FEES AND EXPENSES 128

REGISTRATION FEES 57

AUDIT 56

LEGAL 10

INTEREST 3

MISCELLANEOUS 15

TOTAL EXPENSES BEFORE REDUCTIONS 12,279

EXPENSE REDUCTIONS (641) 11,638

NET INVESTMENT INCOME 7,537

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

INVESTMENT SECURITIES (INCLUDING REALIZED GAIN (LOSS) OF 323,054
$(8,380) ON SALES OF INVESTMENTS IN AFFILIATED ISSUERS)

FOREIGN CURRENCY TRANSACTIONS (5) 323,049

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 112,429

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 4 112,433

NET GAIN (LOSS) 435,482

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 443,019
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 7,537 $ 20,485
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 323,049 166,201

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 112,433 (3,768)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 443,019 182,918
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (10,261) (37,024)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (131,673) (92,563)

TOTAL DISTRIBUTIONS (141,934) (129,587)

SHARE TRANSACTIONS 754,230 483,167
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 138,936 127,052

COST OF SHARES REDEEMED (734,679) (733,699)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 158,487 (123,480)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 459,572 (70,149)

NET ASSETS

BEGINNING OF PERIOD 1,589,848 1,659,997

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 2,049,420 $ 1,589,848
INCOME OF $8,127 AND $11,097, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 34,789 27,494

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 7,957 7,589

REDEEMED (35,135) (41,809)

NET INCREASE (DECREASE) 7,611 (6,726)

</TABLE>

FINANCIAL HIGHLIGHTS
YEARS ENDED OCTOBER 31,

1997 1996 1995 1994 D 1993

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

NET ASSET VALUE, BEGINNING $ 18.27 $ 17.71 $ 17.00 $ 17.34 $ 13.72
OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME .08 C .15 .36 .17 .14

NET REALIZED AND UNREALIZED 4.97 1.81 1.98 1.00 4.30
GAIN (LOSS)

TOTAL FROM INVESTMENT OPERATIONS 5.05 1.96 2.34 1.17 4.44

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.12) (.40) (.17) (.10) (.18)

FROM NET REALIZED GAIN (1.54) (1.00) (1.46) (1.41) (.64)

TOTAL DISTRIBUTIONS (1.66) (1.40) (1.63) (1.51) (.82)

NET ASSET VALUE, END OF PERIOD $ 21.66 $ 18.27 $ 17.71 $ 17.00 $ 17.34

TOTAL RETURN A, B 29.83% 11.79% 15.42% 6.97% 34.12%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 2,049 $ 1,590 $ 1,660 $ 1,669 $ 1,291
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .69% .87% 1.09% 1.19% .87%
NET ASSETS

RATIO OF EXPENSES TO AVERAGE NET .66% .80% 1.06% 1.17% .86%
ASSETS AFTER EXPENSE REDUCTIONS E E E E E

RATIO OF NET INVESTMENT INCOME .43% 1.24% 2.31% 1.22% .93%
TO AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 176% 205% 87% 124% 120%

AVERAGE COMMISSION RATE F $ .0432 $ .0037

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 7 OF NOTES TO
FINANCIAL STATEMENTS).
B TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
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 7 OF NOTES TO FINANCIAL STATEMENTS).
F FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY
VARY FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF
TRADES EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND
COMMISSION RATE STRUCTURES MAY DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1997

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Capital Appreciation Fund (the fund) is a fund of Fidelity
Capital Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust. The
financial statements have been prepared in conformity with generally
accepted accounting principles which permit management to make certain
estimates and assumptions at the date of the financial statements. The
following summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities (including restricted
securities) for which exchange quotations are not readily available
(and in certain cases debt securities which trade on an exchange) are
valued primarily using dealer-supplied valuations or at their fair
value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which quotations are not readily available are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Income
receipts and expense payments are translated into U.S. dollars at the
prevailing exchange rate on the respective dates of the transactions.
Purchases and sales of securities are translated into U.S. dollars at
the contractual currency exchange rates established at the time of
each trade.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
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 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.
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, Inc., 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. Income distributions 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 $3,056,859,000 and $2,999,755,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly 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. The annual individual fund fee rate is .30%. 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 basic fee is subject to a
performance adjustment (up to a maximum of (plus/minus).20% of the
fund's average net assets over the performance period) based on the
fund's investment performance as compared to the appropriate index
over a specified period of time. For the period, the management fee
was equivalent to an annual rate of .41% 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's 3% sales
charge was eliminated. Prior to October 12, 1990, FDC was paid a 2%
sales charge and a 1% deferred sales charge. Shares purchased before
October 12, 1990 are subject to a
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD - CONTINUED
1% deferred sales charge upon redemption. For the period, FDC received
sales charges and deferred sales charges of $69,000 and $323,000,
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 annual rate of .23% 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 $830,000 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 $41,428,000 and $43,541,000, respectively.
6. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. Under the most
restrictive arrangement, the fund must pledge to the bank securities
having a market value in excess of 220% of the total bank borrowings.
The interest rate on the borrowings is the bank's base rate, as
revised from time to time. The maximum loan and the average daily loan
balance during the period for which the loan was outstanding amounted
to $20,374,000. The weighted average interest rate was 5.87%.
7. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $599,000 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 $9,000 and $33,000, respectively, under
these arrangements.
8. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
DOLLAR AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
AccelGraphics, Inc. $ 1,033 $ - $ - $ -
Arctic Cat, Inc. 1,247 - 130 13,924
Collaborative Clinical Research, Inc. - 489 - -
Cooper Companies, Inc. - 473 - -
Documentum, Inc. 395 - - 22,182
Donnkenny, Inc. 152 9,379 - -
4Front Software International, Inc. 681 - - 6,120
Major Realty Corp. - - - 765
Mercer International, Inc. (SBI) - - 17 9,325
Mondavi (Robert) Corp. Class A 10,960 - - 35,061
Playboy Enterprises, Inc. Class B 3,894 - - 24,321
Scheid Vineyards, Inc. Class A - - - 1,313
Security First Network Bank - 4,421 - -
Seda Specialty Packaging Corp. - 1,797 - -
Supreme International Corp. - - - 4,001
US Franchise Systems, Inc. Class A - - - -
TOTALS $ 18,362 $ 16,559 $ 147 $ 117,012
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of
Fidelity Capital Appreciation Fund:
We have audited the accompanying statement of assets and liabilities
of Fidelity Capital Trust: Fidelity Capital Appreciation Fund,
including the schedule of portfolio investments, as of October 31,
1997, and the related statement of operations for the year then ended,
the statement of changes in net assets for each of the two years in
the period then ended and the financial highlights for each of the
five years in the period then ended. These financial statements and
financial highlights are the responsibility of the fund's management.
Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of October 31, 1997 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Capital Trust: Fidelity Capital
Appreciation Fund as of October 31, 1997, the results of its
operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended, in
conformity with generally accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 12, 1997
DISTRIBUTIONS

The Board of Trustees of Fidelity Capital Appreciation Fund voted to
pay on December 8, 1997, to shareholders of record at the opening of
business on December 5, 1997, a distribution of $2.85 per share
derived from capital gains realized from sales of portfolio securities
and a dividend of $.08 per share from net investment income.
A total of 31% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1998 of these percentages
for use in preparing 1997 income tax returns.
MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.
BY PHONE
Fidelity TouchTone Xpressprovides a single toll-free number to access
account balances, positions, quotes and trading. It's easy to navigate
the service, and on your first call, the system will help you create a
personal identification number (PIN) for security.
SM
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
For mutual fund and brokerage trading.

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

To speak to a Fidelity representative.
0
*
BY PC
Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.
(PHONE_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 for significant savings on Web access from internetMCI.
SM
(PHONE_GRAPHIC)
FIDELITY ON-LINE XPRESS+
TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD
AND RETURN WILL VARY AND,
EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS MEANS
THAT YOU MAY HAVE A GAIN
OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO ASSURANCE THAT MONEY
MARKET FUNDS WILL BE ABLE TO
MAINTAIN A STABLE $1 SHARE PRICE; AN INVESTMENT IN A MONEY MARKET FUND
IS NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT. TOTAL RETURNS ARE HISTORICAL AND
INCLUDE CHANGES IN SHARE PRICE,
REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS, AND THE EFFECTS OF ANY
SALES CHARGES.
TO WRITE FIDELITY

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and
send you written confirmation upon completion of your request.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
TO VISIT FIDELITY

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
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10100 Santa Monica Blvd.
Los Angeles, CA
251 University Avenue
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COLORADO
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Denver, CO
CONNECTICUT
48 West Putnam Avenue
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265 Church Street
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DELAWARE
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FLORIDA
4400 N. Federal Highway
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GEORGIA
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Atlanta, GA
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HAWAII
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Honolulu, HI
ILLINOIS
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INDIANA
4729 East 82nd Street
Indianapolis, IN
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MAINE
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MARYLAND
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MASSACHUSETTS
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MICHIGAN
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MINNESOTA
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MISSOURI
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NEW JERSEY
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501 Route 17, South
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NEW YORK
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NORTH CAROLINA
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Charlotte, NC
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OHIO
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14100 San Pedro
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19740 IH 45 North
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UTAH
215 South State Street
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VERMONT
199 Main Street
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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
Robert C. Pozen, Senior Vice President
William J. Hayes, Vice President
Abigail Johnson, Vice President
Harry W. Lange, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
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
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
TechnoQuantGrowth Fund
SM
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

DISCIPLINED EQUITY
FUND
ANNUAL REPORT
OCTOBER 31, 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.

REPORT OF INDEPENDENT 29 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 30

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 OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY DISCIPLINED EQUITY 30.66% 131.96% 361.74%

S&P 500 (REGISTERED TRADEMARK) 32.11% 147.49% 324.75%

GROWTH FUNDS AVERAGE 27.28% 125.25% N/A

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on December 28, 1988. For example, if you had
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 one year 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 OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY DISCIPLINED EQUITY 30.66% 18.33% 18.88%

S&P 500 32.11% 19.87% 17.76%

GROWTH FUNDS AVERAGE 27.28% 17.28% 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
IMAHDR PRASUN SHR__CHT 19971031 19971118 145018 S00000000000001
Disciplined Equity S&P 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
1997/05/31 40993.54 39166.59
1997/06/30 42825.84 40921.26
1997/07/31 46940.18 44177.36
1997/08/31 44691.45 41702.55
1997/09/30 47839.67 43986.59
1997/10/31 46173.95 42517.44
IMATRL PRASUN SHR__CHT 19971031 19971118 145020 R00000000000110
$10,000 OVER LIFE OF FUND Let's say hypothetically that $10,000 was
invested in Fidelity Disciplined Equity Fund on December 28, 1988,
when the fund started. As the chart shows, by October 31, 1997, the
value of the investment would have grown to $46,174 - a 361.74%
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 $42,475 - a 324.75% 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

TOP TEN STOCKS AS OF OCTOBER 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

GENERAL ELECTRIC CO. 4.2 3.4

PROCTER & GAMBLE CO. 2.7 2.8

BRISTOL-MYERS SQUIBB CO. 2.6 2.8

COMPAQ COMPUTER CORP. 2.4 1.9

SCHERING-PLOUGH CORP. 2.3 1.0

INTERNATIONAL BUSINESS MACHINES CORP. 2.1 0.0

BANKAMERICA CORP. 1.8 2.2

PEPSICO., INC. 1.8 0.0

CHEVRON CORP. 1.8 1.1

TRAVELERS GROUP, INC. (THE) 1.8 2.8

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

FINANCE 18.5 19.6

TECHNOLOGY 11.1 12.0

ENERGY 9.2 8.2

UTILITIES 8.9 8.8

HEALTH 8.7 7.6
</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF OCTOBER 31,1997 * AS OF APRIL 30, 1997 **
ROW: 1, COL: 1, VALUE: 97.7
ROW: 1, COL: 2, VALUE: 2.3
STOCKS 89.6%
SHORT-TERM
INVESTMENTS 10.4%
FOREIGN
INVESTMENTS 0.4%
STOCKS 97.7%
SHORT-TERM
INVESTMENTS 2.3%
FOREIGN
INVESTMENTS 0.6%
ROW: 1, COL: 1, VALUE: 89.59999999999999
ROW: 1, COL: 2, VALUE: 10.4
*
**
INVESTMENTS OCTOBER 31, 1997

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 97.7%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 1.9%
Advanced Aerodynamics & Structures, Inc. Class A (a) 150,000 $ 703
Textron, Inc. 316,000 18,269
United Technologies Corp. 367,600 25,732
44,704
BASIC INDUSTRIES - 5.9%
CHEMICALS & PLASTICS - 2.9%
Air Products & Chemicals, Inc. 40,000 3,040
Dow Chemical Co. 200,000 18,150
du Pont (E.I.) de Nemours & Co. 536,000 30,485
Hanna (M.A.) Co. 59,000 1,519
International Specialty Products, Inc. (a) 60,000 896
Lubrizol Corp. 50,000 1,925
Lyondell Petrochemical Co. 50,000 1,281
Millennium Chemicals, Inc. 197,000 4,630
Potash Corp. of Saskatchewan 26,215 2,141
Rohm & Haas Co. 50,000 4,166
68,233
IRON & STEEL - 0.3%
Bethlehem Steel Corp. (a) 125,000 1,250
USX-U.S. Steel Group 154,000 5,236
6,486
METALS & MINING - 0.8%
Martin Marietta Materials, Inc. 114,000 3,976
Phelps Dodge Corp. 175,000 13,016
Superior Telecom, Inc. (a) 57,600 1,974
18,966
PACKAGING & CONTAINERS - 0.1%
Owens-Illinois, Inc. (a) 88,000 3,036
PAPER & FOREST PRODUCTS - 1.8%
Bowater, Inc. 117,000 4,892
Fort James Corp. 356,125 14,134
Georgia-Pacific Corp. 199,000 16,877
Union Camp Corp. 133,000 7,207
43,110
TOTAL BASIC INDUSTRIES 139,831
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - 1.8%
BUILDING MATERIALS - 1.1%
Coltec Industries, Inc. (a) 165,000 $ 3,300
Crane Co. 56,000 2,328
Masco Corp. 302,000 13,250
USG Corp. (a) 125,000 5,898
24,776
CONSTRUCTION - 0.2%
Centex Corp. 83,000 4,856
REAL ESTATE INVESTMENT TRUSTS - 0.5%
Capstead Mortgage Corp. 131,093 3,294
Crescent Real Estate Equities, Inc. 125,000 4,500
Security Capital Industrial Trust, Inc. 15,000 368
Starwood Lodging Trust combined certificate (SBI) 75,000 4,486
12,648
TOTAL CONSTRUCTION & REAL ESTATE 42,280
DURABLES - 4.1%
AUTOS, TIRES, & ACCESSORIES - 2.8%
Borg-Warner Automotive, Inc. 37,000 2,017
Danaher Corp. 32,000 1,754
Eaton Corp. 77,000 7,440
Ford Motor Co. 654,000 28,571
General Motors Corp. 398,400 25,572
65,354
CONSUMER ELECTRONICS - 0.2%
Maytag Co. 141,000 4,706
HOME FURNISHINGS - 0.2%
Miller (Herman), Inc. 114,000 5,572
TEXTILES & APPAREL - 0.9%
Intimate Brands, Inc. Class A 54,500 1,165
Liz Claiborne, Inc. 51,000 2,585
VF Corp. 194,000 17,339
21,089
TOTAL DURABLES 96,721
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - 9.2%
ENERGY SERVICES - 3.1%
BJ Services Co. (a) 100,000 $ 8,475
ENSCO International, Inc. 310,000 13,039
Global Marine, Inc. (a) 636,000 19,796
Helmerich & Payne, Inc. 71,000 5,729
Rowan Companies, Inc. (a) 469,000 18,232
Tidewater, Inc. 50,000 3,284
Weatherford Enterra, Inc. (a) 72,400 3,697
72,252
OIL & GAS - 6.1%
Ashland, Inc. 141,000 6,724
Camco International, Inc. 70,000 5,058
Chevron Corp. 500,000 41,469
Coastal Corp. (The) 60,000 3,608
Cooper Cameron Corp. (a) 196,000 14,161
Exxon Corp. 565,000 34,711
Pennzoil Co. 148,000 10,952
Sun Co., Inc. 100,000 4,006
USX-Marathon Group 673,000 24,060
144,749
TOTAL ENERGY 217,001
FINANCE - 18.5%
BANKS - 5.6%
AmSouth Bancorporation 255,000 12,256
BankAmerica Corp. 606,000 43,329
Barnett Banks, Inc. 50,000 3,450
Comerica, Inc. 207,000 16,366
Cullen Frost Bankers, Inc. 32,000 1,616
First American Corp. 69,103 3,282
Mercantile Bankshares Corp. 94,500 3,367
North Fork Bancorp., Inc. 50,000 1,472
Northern Trust Corp. 75,600 4,423
Republic New York Corp. 255,000 26,982
State Street Corp. 226,000 12,600
UnionBanCal Corp. 23,500 2,150
131,293
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - 1.1%
Finova Group, Inc. 177,000 $ 7,778
First of America Bank Corp. 99,000 5,519
Green Tree Financial Corp. 125,300 5,278
Greenpoint Financial Corp. 105,000 6,759
25,334
FEDERAL SPONSORED CREDIT - 1.0%
SLM Holding Corp. 174,200 24,453
INSURANCE - 8.1%
Aegon NV (Reg.) 43,441 3,454
Allstate Corp. 250,000 20,734
AMBAC, Inc. 130,000 5,493
American International Group, Inc. 150,000 15,309
CMAC Investments 18,000 984
Conseco, Inc. 216,000 9,423
Everest Reinsurance Holdings, Inc. 139,000 5,230
Fremont General Corp. 40,000 1,865
Hartford Financial Services Group, Inc. 349,000 28,269
MGIC Investment Corp. 344,000 20,748
Mercury General Corp. 82,000 3,480
NAC Re Corp. 39,000 1,736
Old Republic International Corp. 245,000 8,759
Reliastar Financial Corp. 308 12
SunAmerica, Inc. 334,500 12,021
Torchmark Corp. 177,200 7,066
Transatlantic Holdings, Inc. 40,500 2,802
Travelers Property Casualty Corp. Class A 80,000 2,890
Travelers Group, Inc. (The) 591,000 41,368
191,643
SAVINGS & LOANS - 1.2%
Ahmanson (H.F.) & Co. 452,000 26,668
Coast Savings Financial, Inc. 36,000 2,113
28,781
SECURITIES INDUSTRY - 1.5%
Bear Stearns Companies, Inc. 217,000 8,612
Edwards (A.G.), Inc. 183,000 6,005
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
SECURITIES INDUSTRY - CONTINUED
Lehman Brothers Holdings, Inc. 169,000 $ 7,954
Merrill Lynch & Co., Inc. 200,000 13,524
36,095
TOTAL FINANCE 437,599
HEALTH - 8.7%
DRUGS & PHARMACEUTICALS - 7.2%
Aquila Biopharmaceuticals, Inc. (a) 7,629 33
Bristol-Myers Squibb Co. 706,000 61,951
ICN Pharmaceuticals, Inc. 60,000 2,888
Merck & Co., Inc. 407,000 36,325
Schering-Plough Corp. 988,400 55,412
Warner-Lambert Co. 100,000 14,319
170,928
MEDICAL EQUIPMENT & SUPPLIES - 0.5%
Dentsply International, Inc. 80,000 2,270
Hillenbrand Industries, Inc. 60,800 2,599
McKesson Corp. 70,000 7,512
Perrigo Co. 24,900 383
12,764
MEDICAL FACILITIES MANAGEMENT - 1.0%
Beverly Enterprises, Inc. (a) 288,000 4,302
HEALTHSOUTH Corp. (a) 150,000 3,834
Health Care & Retirement Corp. 50,000 1,891
Lincare Holdings, Inc. (a) 121,000 6,489
Universal Health Services, Inc. Class B (a) 44,000 1,939
Wellpoint Health Networks, Inc. (a) 91,000 4,163
22,618
TOTAL HEALTH 206,310
INDUSTRIAL MACHINERY & EQUIPMENT - 6.9%
ELECTRICAL EQUIPMENT - 4.2%
General Electric Co. 1,521,000 98,200
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 2.7%
AGCO Corp. 160,700 $ 4,660
Caterpillar, Inc. 495,200 25,378
Deere & Co. 438,000 23,050
Ingersoll-Rand Co. 124,500 4,848
Parker-Hannifin Corp. 75,000 3,136
Timken Co. 60,000 2,010
63,082
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 161,282
MEDIA & LEISURE - 2.0%
BROADCASTING - 0.0%
Smartalk Teleservices, Inc. (a) 31,700 684
ENTERTAINMENT - 0.4%
Carnival Cruise Lines, Inc. Class A 180,000 8,730
LODGING & GAMING - 0.1%
Gtech Holdings Corp. 88,100 2,841
PUBLISHING - 1.3%
Central Newspapers, Inc. Class A 25,000 1,642
Knight-Ridder, Inc. 24,000 1,254
New York Times Co. (The) Class A 223,000 12,209
Times Mirror Co. Class A 99,000 5,358
Tribune Co. 201,000 11,080
31,543
RESTAURANTS - 0.2%
CKE Restaurants, Inc. 100 4
Tricon Global Restaurants, Inc. (a) 115,600 3,504
3,508
TOTAL MEDIA & LEISURE 47,306
NONDURABLES - 8.3%
BEVERAGES - 2.0%
Coors (Adolph) Co. Class B 100,000 3,531
PepsiCo., Inc. 1,156,000 42,556
46,087
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
FOODS - 2.6%
Campbell Soup Co. 243,000 $ 12,530
ConAgra, Inc. 710,000 21,387
Dean Foods Co. 130,000 6,151
Interstate Bakeries Corp. 103,700 6,624
Kellogg Co. 200,000 8,613
Quaker Oats Co. 72,000 3,447
Smithfield Foods, Inc. (a) 100,000 2,988
61,740
HOUSEHOLD PRODUCTS - 3.6%
Colgate-Palmolive Co. 250,000 16,188
Dial Corp. 219,000 3,696
Premark International, Inc. 100,000 2,706
Procter & Gamble Co. 934,000 63,511
86,101
TOBACCO - 0.1%
Universal Corp. 41,000 1,576
TOTAL NONDURABLES 195,504
RETAIL & WHOLESALE - 5.3%
APPAREL STORES - 0.5%
Ross Stores, Inc. 224,000 8,372
TJX Companies, Inc. 100,000 2,963
11,335
GENERAL MERCHANDISE STORES - 1.3%
BJ'S Wholesale Club, Inc. 93,000 2,685
Costco Companies, Inc. (a) 164,000 6,314
Federated Department Stores, Inc. (a) 488,000 21,472
30,471
GROCERY STORES - 1.3%
Safeway, Inc. (a) 532,600 30,957
RETAIL & WHOLESALE, MISCELLANEOUS - 2.2%
Borders Group, Inc. (a) 376,000 9,753
Home Depot, Inc. 291,000 16,187
Tandy Corp. 174,000 5,981
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Tiffany & Co., Inc. 95,000 $ 3,753
Toys "R" Us, Inc. (a) 504,000 17,167
52,841
TOTAL RETAIL & WHOLESALE 125,604
SERVICES - 1.0%
ADVERTISING - 0.5%
Omnicom Group, Inc. 152,000 10,735
LEASING & RENTAL - 0.3%
Ryder Systems, Inc. 190,000 6,650
SERVICES - 0.2%
National Service Industries, Inc. 83,000 3,673
TOTAL SERVICES 21,058
TECHNOLOGY - 11.1%
COMMUNICATIONS EQUIPMENT - 0.4%
Lucent Technologies, Inc. 125,000 10,305
COMPUTER SERVICES & SOFTWARE - 1.3%
DST Systems, Inc. (a) 26,000 918
Microsoft Corp. (a) 150,000 19,500
Sterling Software, Inc. 157,000 5,358
Symantec Corp. (a) 192,000 4,200
29,976
COMPUTERS & OFFICE EQUIPMENT - 7.8%
Comdisco, Inc. 124,500 3,930
Compaq Computer Corp. (a) 878,775 56,022
Data General Corp. (a) 246,000 4,736
EMC Corp. (a) 200,000 11,200
International Business Machines Corp. 500,000 49,031
Lexmark International Group, Inc. 159,000 4,859
Pitney Bowes, Inc. 161,000 12,769
Quantum Corp. (a) 200,000 6,325
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Stratus Computer, Inc. (a) 113,000 $ 3,997
Xerox Corp. 400,300 31,749
184,618
ELECTRONIC INSTRUMENTS - 0.2%
Tektronix, Inc. 112,500 4,434
ELECTRONICS - 1.4%
Dallas Semiconductor Corp. 63,000 3,079
Galileo Technology Ltd. 900 31
Texas Instruments, Inc. 287,000 30,619
33,729
TOTAL TECHNOLOGY 263,062
TRANSPORTATION - 4.1%
AIR TRANSPORTATION - 3.1%
AMR Corp. (a) 268,000 31,205
Comair Holdings, Inc. 179,400 6,593
UAL Corp. (a) 250,000 21,906
US Airways Group, Inc. (a) 271,000 12,703
Viad Corp. 44,800 818
73,225
TRUCKING & FREIGHT - 1.0%
Airborne Freight Corp. 100,000 6,338
CNF Transportation, Inc. 215,000 9,594
Federal Express Corp. (a) 100,000 6,675
22,607
TOTAL TRANSPORTATION 95,832
UTILITIES - 8.9%
CELLULAR - 0.1%
Century Telephone Enterprises, Inc. 81,000 3,437
ELECTRIC UTILITY - 7.2%
Boston Edison Co. 97,000 3,062
CMS Energy Corp. 158,000 5,767
Central & South West Corp. 459,000 9,897
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
DQE, Inc. 219,400 $ 6,788
Edison International 490,000 12,556
Entergy Corp. 691,000 16,886
FPL Group, Inc. 341,000 17,627
GPU, Inc. 345,200 12,492
Houston Industries, Inc. 597,700 13,000
Illinova Corp. 270,300 6,014
IPALCO Enterprises, Inc. 108,000 3,780
Midamerican Energy Holdings Co. 26,700 477
NIPSCO Industries, Inc. 129,000 5,668
New York State Electric & Gas Corp. 132,000 3,523
Niagara Mohawk Power Corp. (a) 318,700 3,087
Ohio Edison Co. 291,000 7,202
PP&L Resources, Inc. 301,000 6,509
Pinnacle West Capital Corp. 128,000 4,456
Public Service Enterprise Group, Inc. 438,000 11,361
Texas Utilities Co. 366,000 13,130
Unicom Corp. 127,000 3,556
Utilicorp United, Inc. 80,000 2,525
169,363
GAS - 0.3%
Columbia Gas System, Inc. (The) 101,000 7,297
National Fuel Gas Co. 9,200 406
Peoples Energy Corp. 5,800 207
7,910
TELEPHONE SERVICES - 1.3%
Ameritech Corp. 460,000 29,900
Metromedia Fiber Network, Inc. Class A 3,100 74
29,974
TOTAL UTILITIES 210,684
TOTAL COMMON STOCKS
(Cost $1,881,466) 2,304,778
CASH EQUIVALENTS - 2.3%
SHARES VALUE (NOTE 1)
(000S)
Taxable Central Cash Fund (Cost $54,728) (b) 54,728,246 $ 54,728
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,936,194) $ 2,359,506
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.64%. 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 October 31, 1997, the aggregate cost of investment securities for
income tax purposes was $1,936,598,000. Net unrealized appreciation
aggregated $422,908,000, of which $464,805,000 related to appreciated
investment securities and $41,897,000 related to depreciated
investment securities.
The fund hereby designates approximately $69,070,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1997

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $1,936,194) - $ 2,359,506
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 3,427

RECEIVABLE FOR FUND SHARES SOLD 5,156

DIVIDENDS RECEIVABLE 2,084

INTEREST RECEIVABLE 747

OTHER RECEIVABLES 633

TOTAL ASSETS 2,371,553

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 7,114

PAYABLE FOR FUND SHARES REDEEMED 5,021

ACCRUED MANAGEMENT FEE 885

OTHER PAYABLES AND ACCRUED EXPENSES 449

TOTAL LIABILITIES 13,469

NET ASSETS $ 2,358,084

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 1,564,030

UNDISTRIBUTED NET INVESTMENT INCOME 24,174

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 346,568
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 423,312
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 85,054 SHARES OUTSTANDING $ 2,358,084

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER $27.72
SHARE ($2,358,084 (DIVIDED BY) 85,054 SHARES)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1997

INVESTMENT INCOME $ 36,283
DIVIDENDS

INTEREST 6,158

TOTAL INCOME 42,441

EXPENSES

MANAGEMENT FEE $ 13,235
BASIC FEE

PERFORMANCE ADJUSTMENT (3,512)

TRANSFER AGENT FEES 4,570

ACCOUNTING FEES AND EXPENSES 794

NON-INTERESTED TRUSTEES' COMPENSATION 14

CUSTODIAN FEES AND EXPENSES 44

AUDIT 66

LEGAL 7

MISCELLANEOUS 16

TOTAL EXPENSES BEFORE REDUCTIONS 15,234

EXPENSE REDUCTIONS (1,056) 14,178

NET INVESTMENT INCOME 28,263

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

INVESTMENT SECURITIES 340,895

FUTURES CONTRACTS 6,089 346,984

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON 206,458
INVESTMENT SECURITIES

NET GAIN (LOSS) 553,442

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 581,705
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 28,263 $ 26,387
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 346,984 179,628

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 206,458 25,387

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 581,705 231,402
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (20,855) (27,901)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (135,102) (207,412)

TOTAL DISTRIBUTIONS (155,957) (235,313)

SHARE TRANSACTIONS 746,996 973,116
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 152,306 227,237

COST OF SHARES REDEEMED (1,113,454) (1,137,993)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (214,152) 62,360
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 211,596 58,449

NET ASSETS

BEGINNING OF PERIOD 2,146,488 2,088,039

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 2,358,084 $ 2,146,488
INCOME OF $24,174 AND $19,271, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 29,857 45,067

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 6,907 10,899

REDEEMED (45,559) (52,752)

NET INCREASE (DECREASE) (8,795) 3,214

</TABLE>

FINANCIAL HIGHLIGHTS
YEARS ENDED OCTOBER 31,

1997 1996 1995 1994 C 1993

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

NET ASSET VALUE, BEGINNING $ 22.87 $ 23.04 $ 18.94 $ 19.48 $ 17.27
OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME .32 B .26 .30 .21 .19

NET REALIZED AND UNREALIZED 6.25 2.10 4.57 .50 3.20
GAIN (LOSS)

TOTAL FROM INVESTMENT 6.57 2.36 4.87 .71 3.39
OPERATIONS

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.23) (.30) (.25) (.21) (.19)

FROM NET REALIZED GAIN (1.49) (2.23) (.52) (1.04) (.99)

TOTAL DISTRIBUTIONS (1.72) (2.53) (.77) (1.25) (1.18)

NET ASSET VALUE, END OF PERIOD $ 27.72 $ 22.87 $ 23.04 $ 18.94 $ 19.48

TOTAL RETURN A 30.66% 11.31% 26.98% 4.01% 20.76%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 2,358 $ 2,146 $ 2,088 $ 1,082 $ 790
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .69% .81% .96% 1.07% 1.11%
NET ASSETS

RATIO OF EXPENSES TO .64% D .75% D .93% D 1.05% D 1.09% D
AVERAGE NET ASSETS AFTER
EXPENSE REDUCTIONS

RATIO OF NET INVESTMENT INCOME 1.28% 1.22% 1.81% 1.43% 1.39%
TO AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 127% 297% 221% 139% 279%

AVERAGE COMMISSION RATE E $ .0407 $ .0389

</TABLE>

G 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).
H NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
I 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.
J 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).
K FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1997

9. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Disciplined Equity (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 foreign
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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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, market discount 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.
10. 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
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
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, Inc., 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. Income distributions 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 or if the counterparties do not
perform under the contracts' terms. Gains (losses) are realized upon
the expiration or closing of the futures contracts. Futures contracts
are valued at the settlement price established each day by the board
of trade or exchange on which they are traded.
11. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,650,977,000 and $2,842,023,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $135,149,000 and $141,238,000, respectively.
12. 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. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. The basic fee is subject to a
performance adjustment (up to a maximum of (plus/minus).20% of the
fund's average net assets over the performance period) based on the
fund's investment performance as compared to the appropriate index
over a specified period of time. For the period, the management fee
was equivalent to an annual rate of .44% 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 annual rate of .21% 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 $391,000 for the
period.
13. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $1,004,000 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 $5,000 and $47,000, respectively, under these arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of
Fidelity Disciplined Equity Fund:
We have audited the accompanying statement of assets and liabilities
of Fidelity Capital Trust: Fidelity Disciplined Equity Fund, including
the schedule of portfolio investments, as of October 31, 1997, and the
related statement of operations for the year then ended, the statement
of changes in net assets for each of the two years in the period then
ended and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights
are the responsibility of the fund's management. Our responsibility is
to express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of October 31, 1997, by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Capital Trust: Fidelity Disciplined
Equity Fund, as of October 31, 1997, the results of its operations for
the year then ended, the changes in its net assets for each of the two
years in the period then ended, and the financial highlights for each
of the five years in the period then ended , in conformity with
generally accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 12, 1997
DISTRIBUTIONS

The Board of Trustees of Fidelity Disciplined Equity Fund voted to pay
on December 8, 1997, to shareholders of record at the opening of
business on December 5, 1997, a distribution of $3.30 per share
derived from capital gains realized from sales of portfolio securities
and a dividend of $.25 per share from net investment income.
A total of 46% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1998 of the applicable
percentage for use in preparing 1997 income tax returns.
MANAGING YOUR INVESTMENTS

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

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
Robert C. Pozen, Senior Vice President
William J. Hayes, Vice President
Robert A. Lawrence, Vice President
Bradford F. Lewis, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
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(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
TechnoQuant Growth Fund
SM
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

ANNUAL REPORT
OCTOBER 31, 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 22 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 26 NOTES TO THE FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT 30 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 31

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION
OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS
IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-8888 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
To reduce expenses and demonstrate respect for our environment, we
have initiated a project through which we will begin eliminating
duplicate copies of most financial reports and prospectuses to most
households, even if they have more than one account in the fund. If
additional copies of financial reports, prospectuses or historical
account information are needed, please call 1-800-544-6666.
PRESIDENT'S MESSAGE

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 OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY STOCK SELECTOR 28.20% 143.44% 325.06%

S&P 500 (REGISTERED TRADEMARK) 32.11% 147.49% 261.83%

GROWTH FUNDS AVERAGE 27.28% 125.25% N/A

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on September 28, 1990. For example, if you had
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 one year 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 OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY STOCK SELECTOR 28.20% 19.48% 22.67%

S&P 500 32.11% 19.87% 19.91%

GROWTH FUNDS AVERAGE 27.28% 17.28% 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
IMAHDR PRASUN SHR__CHT 19971031 19971202 081355 S00000000000001
Stock Selector S&P 500
00320 SP001
1990/09/28 10000.00 10000.00
1990/10/31 9800.00 9957.00
1990/11/30 10660.00 10600.22
1990/12/31 11150.69 10895.97
1991/01/31 12313.89 11371.03
1991/02/28 13376.82 12184.06
1991/03/31 13948.39 12478.92
1991/04/30 14179.02 12508.87
1991/05/31 14800.74 13049.25
1991/06/30 13988.50 12451.59
1991/07/31 14640.29 13031.84
1991/08/31 14921.07 13340.69
1991/09/30 14870.93 13117.90
1991/10/31 15231.92 13293.68
1991/11/30 14670.38 12757.95
1991/12/31 16273.85 14217.46
1992/01/31 16763.21 13953.01
1992/02/29 17408.75 14134.40
1992/03/31 17065.16 13858.78
1992/04/30 16940.21 14266.23
1992/05/31 17002.68 14336.13
1992/06/30 16721.56 14122.52
1992/07/31 17398.34 14700.13
1992/08/31 16940.21 14398.78
1992/09/30 17127.63 14568.69
1992/10/31 17460.81 14619.68
1992/11/30 18210.47 15118.21
1992/12/31 18783.92 15304.16
1993/01/31 19306.58 15432.72
1993/02/28 19263.92 15642.60
1993/03/31 19957.25 15972.66
1993/04/30 19338.58 15586.12
1993/05/31 19882.58 16003.83
1993/06/30 20277.25 16050.24
1993/07/31 20234.58 15986.04
1993/08/31 21119.91 16591.91
1993/09/30 21706.57 16464.15
1993/10/31 21493.24 16804.96
1993/11/30 20767.91 16645.32
1993/12/31 21408.36 16846.72
1994/01/31 22447.38 17419.51
1994/02/28 22344.62 16947.44
1994/03/31 21339.85 16208.54
1994/04/30 21945.00 16416.00
1994/05/31 21750.89 16685.23
1994/06/30 21088.66 16276.44
1994/07/31 21408.36 16810.31
1994/08/31 22607.23 17499.53
1994/09/30 21785.15 17070.79
1994/10/31 22207.60 17454.88
1994/11/30 21134.33 16819.18
1994/12/31 21574.27 17068.60
1995/01/31 20851.51 17511.19
1995/02/28 22176.56 18193.60
1995/03/31 22995.69 18730.50
1995/04/30 23814.81 19282.11
1995/05/31 24212.33 20052.82
1995/06/30 26091.49 20518.64
1995/07/31 28091.12 21199.04
1995/08/31 28295.90 21252.25
1995/09/30 29645.04 22149.10
1995/10/31 29211.39 22070.02
1995/11/30 30006.42 23038.90
1995/12/31 29442.18 23482.63
1996/01/31 29813.69 24281.98
1996/02/29 30211.73 24507.07
1996/03/31 30463.83 24743.07
1996/04/30 31472.21 25107.79
1996/05/31 31949.87 25755.32
1996/06/30 31445.68 25853.44
1996/07/31 30092.32 24711.24
1996/08/31 30662.85 25232.40
1996/09/30 32321.38 26652.48
1996/10/31 33157.28 27387.55
1996/11/30 35174.05 29457.78
1996/12/31 34481.90 28874.22
1997/01/31 36303.59 30678.28
1997/02/28 35942.14 30918.80
1997/03/31 34684.31 29648.35
1997/04/30 35985.52 31418.35
1997/05/31 38067.44 33331.10
1997/06/30 39961.42 34824.33
1997/07/31 43344.55 37595.31
1997/08/31 41363.82 35489.22
1997/09/30 44313.22 37432.96
1997/10/31 42505.99 36182.70
IMATRL PRASUN SHR__CHT 19971031 19971202 081357 R00000000000088
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Stock Selector on September 28, 1990, when the
fund started. As the chart shows, by October 31, 1997, the value of
the investment would have grown to $42,506 - a 325.06% 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 $36,183 - a 261.83% 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

MARKET RECAP
If the U.S. stock market is one of
multiple personalities - and most
would agree that it is - then the
12-month period that ended
October 31, 1997 was a fitting
showcase. Overall, the market
turned in a strong performance.
The Standard & Poor's 500 Index
- - a broad gauge of the U.S. stock
market - returned 32.11% in that
time, well ahead of its long-term
annual average of approximately
11%. Favorable economic
conditions and healthy corporate
earnings sent stock prices soaring,
particularly those of large,
well-known companies. The market
paused briefly to collect its breath
in March - when the Federal
Reserve Board expressed its
concern about an overheating
economy by raising a key
short-term interest rate - but kept
rolling through July. The latter
months of the period, however, told
a different story. Inflation fears, a
weakened dollar and sluggish
corporate earnings knocked many
large-company stocks from their
perch, and stocks of smaller
companies began to perform well.
But while market followers saw this
"broadening" as a positive trend,
events began to unfold overseas
that would show still another side
of the market - and an extremely
volatile one. Currency and
economic problems in Southeast
Asia during the last week of
October sent the world's capital
markets running for cover. The
Dow Jones Industrial Average
tumbled 554 points in one day -
the biggest one-day point drop in
its history - then snapped back
the next, reclaiming almost 337
points.
An interview with Bradford Lewis, Portfolio Manager of Fidelity Stock
Selector Fund
Q. HOW DID THE FUND PERFORM, BRAD?
A. For the 12 months that ended October 31, 1997, the fund returned
28.20%. During the same time period, the growth funds average returned
27.28%, according to Lipper Analytical Services, and the Standard &
Poor's 500 Index returned 32.11%.
Q. WHY DID THE FUND OUTPERFORM ITS PEER GROUP DURING THE PERIOD?
A. Overall, I think the fund's quantitative models were successful in
highlighting investment opportunities among U.S. stocks. However, I
think the fund's performance was restrained by its fairly substantial
investment in international stocks. Normally, I invest 10% to 20% of
the fund's portfolio in international holdings with the intention of
reducing the volatility of the fund. In the past, this strategy
worked, assuming, for example, that when Europe zigs, the U.S. zags.
Unfortunately, international stocks dramatically underperformed the
Standard & Poor's 500 Index during the period, which was a huge anchor
on performance. Fortunately, our selection of U.S. stocks was good
enough to allow the fund to do reasonably well against its peer group.
Q. WHICH INDIVIDUAL HOLDINGS HELPED PERFORMANCE?
A. Compaq Computer was the biggest contributor to performance.
Compaq's third-quarter 1997 revenues rose 31%, a considerable jump for
a company with a market capitalization of $48 billion. On top of that,
analysts' earnings estimates have been going up all year. Travelers
Group was another big winner, as the company consistently delivered
above-average earnings growth during the period.
Q. THE FUND'S SECTOR WEIGHTINGS IN TECHNOLOGY AND FINANCE DROPPED
QUITE A BIT OVER THE PAST SIX MONTHS. WHY?
A. The dollar has been very strong, relative to currencies in
Southeast Asia, which hurts technology companies that export a lot of
their products. For this reason, the fund has been underweighted in
technology stocks relative to the index over the past six months.
Technology stocks performed well through much of the period, but were
battered during the last three weeks of the period, when the Southeast
Asian financial markets crumbled. At that point, the fund's
underweight position in the technology sector really started to pay
off. On the other hand, finance stocks continued to perform well
throughout the period, bolstered by reasonably good earnings growth
and a fairly benign interest-rate environment. At the end of April,
the finance sector made up about 26% of the portfolio - a weighting
about 10 percentage points higher than that of the S&P 500. I reduced
the position to about 22% of the fund by the end of October because I
didn't want such excessive exposure versus the index. Finance
continued to be the largest sector of the fund at the end of the
period, however, because I thought the stocks were still relatively
attractive.
Q. WERE THERE ANY DISAPPOINTMENTS DURING THE PERIOD?
A. Phelps-Dodge, a copper company, was the biggest detractor to
performance. Analysts cut earnings estimates for the company during
the period and the company's shares suffered as a result. In addition,
ConAgra's performance was hurt by three consecutive disappointing
quarterly earnings reports. Overall, nondurables such as ConAgra
didn't perform well in the third quarter, particularly after Gillette
and Coca-Cola warned of disappointing earnings. Shares of these large
multinational companies suffered the most because the strengthening of
the dollar versus major currencies caused analysts to become concerned
with the future profits of firms that operate globally. Another factor
that may have restrained performance during the period was a tax code,
called the "short three test," which I explain in detail in the
call-out box at the end of this interview. The code was repealed,
effective for this fund on November 1.
Q. WHAT'S YOUR OUTLOOK?
A. I expect volatility in the markets to continue for a while. I don't
think we've seen the last of the ripple effects from the currency
problems in Southeast Asia. In addition, I think the U.S. economy will
slow to a point where we'll see the stock market generating a
compounded annual return of 9% to 10%. Investors have been somewhat
spoiled with the 25-30% compounded annual returns that we've seen in
the past three or four years. I think it's unlikely that those
considerable gains will continue in the next six months.
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.

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TOP TEN STOCKS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

GENERAL ELECTRIC CO. 3.0 0.3

COMPAQ COMPUTER CORP. 2.8 0.9

BANKAMERICA CORP. 2.3 2.1

TRAVELERS GROUP, INC. (THE) 2.2 3.7

SCHERING-PLOUGH CORP. 2.2 0.0

SCHLUMBERGER LTD. 2.1 1.5

EXXON CORP. 1.9 1.5

AMERICAN ELECTRIC POWER CO., INC. 1.7 1.6

WARNER-LAMBERT CO. 1.6 0.0

INTERNATIONAL BUSINESS MACHINES CORP. 1.6 0.0

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

FINANCE 22.1 26.0

ENERGY 12.3 11.5

UTILITIES 9.8 8.8

TECHNOLOGY 8.7 11.9

HEALTH 6.2 3.6
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ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF OCTOBER 31, 1997 * AS OF APRIL 30, 1997 **
ROW: 1, COL: 1, VALUE: 5.3
ROW: 1, COL: 2, VALUE: 94.7
STOCKS 90.8%
SHORT-TERM
INVESTMENTS 9.2%
FOREIGN
INVESTMENTS 13.3%
STOCKS 94.7%
SHORT-TERM
INVESTMENTS 5.3%
FOREIGN
INVESTMENTS 9.1%
ROW: 1, COL: 1, VALUE: 9.199999999999999
ROW: 1, COL: 2, VALUE: 90.8
*
**
INVESTMENTS OCTOBER 31, 1997

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 94.6%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 2.8%
AEROSPACE & DEFENSE - 2.8%
Advanced Aerodynamics & Structures, Inc. Class A (a) 150,000 $ 703
AlliedSignal, Inc. 534,000 19,224
Textron, Inc. 169,600 9,805
Thiokol Corp. 100,700 9,220
United Technologies Corp. 174,000 12,180
51,132
SHIP BUILDING & REPAIR - 0.0%
Halter Marine Group, Inc. (a) 13,101 457
TOTAL AEROSPACE & DEFENSE 51,589
BASIC INDUSTRIES - 5.4%
CHEMICALS & PLASTICS - 2.5%
Albemarle Corp. 30,000 728
Dow Chemical Co. 150,000 13,612
du Pont (E.I.) de Nemours & Co. 241,000 13,706
International Specialty Products, Inc. (a) 60,400 902
Lubrizol Corp. 115,300 4,439
Lyondell Petrochemical Co. 60,000 1,538
Millenium Chemicals, Inc. 105,000 2,468
Rohm & Haas Co. 95,300 7,940
45,333
IRON & STEEL - 0.0%
Bethlehem Steel Corp. (a) 100,000 1,000
METALS & MINING - 1.2%
Essex International, Inc. 66,900 2,216
Martin Marietta Materials, Inc. 62,600 2,183
Phelps Dodge Corp. 208,700 15,522
Special Metals Corp. 7,400 153
Superior Telecom, Inc. (a) 42,500 1,456
21,530
PACKAGING & CONTAINERS - 0.2%
Owens-Illinois, Inc. (a) 91,400 3,153
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - 1.5%
Champion International Corp. 108,800 $ 6,004
Fort James Corp. 533,925 21,191
27,195
TOTAL BASIC INDUSTRIES 98,211
CONSTRUCTION & REAL ESTATE - 1.5%
BUILDING MATERIALS - 0.9%
Coltec Industries, Inc. (a) 116,500 2,330
Lafarge Corp. 20,000 608
Masco Corp. 137,400 6,028
Southdown, Inc. 22,600 1,251
USG Corp. (a) 149,000 7,031
17,248
CONSTRUCTION - 0.2%
Centex Corp. 29,200 1,708
U.S. Home Corp. 47,100 1,672
3,380
REAL ESTATE INVESTMENT TRUSTS - 0.4%
Duke Realty Investors, Inc. 90,000 2,024
General Growth Properties, Inc. 45,000 1,553
INMC Mortgage Holdings, Inc. 61,200 1,454
Security Capital Industrial Trust, Inc. 60,000 1,474
6,505
TOTAL CONSTRUCTION & REAL ESTATE 27,133
DURABLES - 5.6%
AUTOS, TIRES, & ACCESSORIES - 3.5%
Borg-Warner Automotive, Inc. 37,300 2,033
Eaton Corp. 77,200 7,459
Ford Motor Co. 546,100 23,858
General Motors Corp. 190,400 12,221
PACCAR, Inc. 300,700 13,550
Toyota Motor Corp. 200,000 5,565
64,686
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
CONSUMER ELECTRONICS - 0.3%
Citizen Watch Co. Ltd. Ord. 50,000 $ 319
Matsushita Electric Industrial Co. Ltd. 50,000 839
Maytag Co. 53,400 1,783
Sony Corp. 20,000 1,659
4,600
HOME FURNISHINGS - 0.4%
Miller (Herman), Inc. 160,000 7,820
TEXTILES & APPAREL - 1.4%
Jones Apparel Group, Inc. (a) 136,000 6,919
Liz Claiborne, Inc. 150,800 7,644
VF Corp. 114,000 10,188
24,751
TOTAL DURABLES 101,857
ENERGY - 12.3%
ENERGY SERVICES - 4.6%
BJ Services Co. (a) 60,000 5,085
Helmerich & Payne, Inc. 40,000 3,228
Rowan Companies, Inc. (a) 299,800 11,655
Santa Fe International Corp. 6,500 320
Schlumberger Ltd. 442,200 38,691
Tidewater, Inc. 100,000 6,569
Weatherford Enterra, Inc. (a) 348,300 17,785
83,333
OIL & GAS - 7.7%
Ashland, Inc. 129,800 6,190
Chevron Corp. 350,000 29,028
Coastal Corp. (The) 75,000 4,509
Cooper Cameron Corp. (a) 201,800 14,580
Exxon Corp. 575,700 35,370
Mobil Corp. 200,000 14,563
Pennzoil Co. 111,400 8,244
Shell Transport & Trading Co. PLC (Reg.) 300,000 2,122
Sun Co., Inc. 159,900 6,406
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Total SA sponsored ADR 10,224 $ 567
USX-Marathon Group 443,500 15,855
Valero Energy Corp. 87,300 2,630
140,064
TOTAL ENERGY 223,397
FINANCE - 22.1%
BANKS - 5.0%
ABN-AMRO Holdings NV 60,000 1,206
AmSouth Bancorporation 144,000 6,921
BankAmerica Corp. 580,200 41,483
Comerica, Inc. 178,800 14,136
Commerce Bancshares, Inc. 25,000 1,463
Credito Italiano Ord. 300,000 803
First Empire State Corp. 1,000 409
Mercantile Bankshares Corp. 71,637 2,552
Northern Trust Corp. 100,000 5,850
ONBANCorp, Inc. 37,900 2,461
Republic New York Corp. 59,300 6,275
Societe Generale Class A 6,000 821
State Street Corp. 118,500 6,606
90,986
CLOSED END INVESTMENT COMPANY - 4.2%
Austria Fund, Inc. 351,000 3,335
Brazil Fund, Inc. 130,000 2,803
Central European Equity Fund 210,000 4,856
Chile Fund, Inc. 97,000 2,183
Emerging Markets Telecommunication Fund, Inc. 100,000 1,594
Emerging Germany Fund, Inc. 400,000 4,250
Emerging Markets Infrastructure Fund, Inc. 480,000 5,640
Five Arrows Chile Investment Trust Ltd. 1,650,000 4,505
First Australia Fund, Inc. 110,000 818
France Growth Fund, Inc. 460,000 5,089
GT Global Eastern Europe Fund 101,244 1,658
Growth Fund of Spain, Inc. 512,900 7,950
Invesco Global Health Sciences Fund 20,000 346
Italy Fund, Inc. (The) 109,900 1,044
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
CLOSED END INVESTMENT COMPANY - CONTINUED
Mexico Fund, Inc. (The) 100,000 $ 1,869
Morgan Stanley Emerging Markets Fund, Inc. 155,000 2,083
Morgan Stanley Asia-Pacific Fund, Inc. 150,000 1,209
New Germany Fund, Inc. (The) 600,000 8,963
Portugal Fund, Inc. 75,000 1,266
Schroder Asian Growth Fund, Inc. 20,000 170
Scudder New Europe Fund, Inc. 95,000 1,473
Scudder New Asia Fund, Inc. 60,000 630
Singapore Fund, Inc. 64,000 560
Southern Africa Fund, Inc. 30,600 486
Spain Fund, Inc. 223,600 3,158
TCW/DW Emerging Markets Opportunities Trust (SBI) 155,000 1,928
Taiwan Fund, Inc. 235,000 4,259
Templeton Dragon Fund, Inc. 180,000 2,306
76,431
CREDIT & OTHER FINANCE - 2.0%
Finova Group, Inc. 93,800 4,121
First of America Bank Corp. 65,400 3,646
Green Tree Financial Corp. 193,500 8,151
Greenpoint Financial Corp. 273,000 17,575
Money Store, Inc. 66,600 1,890
35,383
INSURANCE - 8.0%
Aegon NV (Reg.) 29,062 2,310
Allstate Corp. 175,000 14,514
AMBAC, Inc. 104,000 4,394
American General Corp. 90,013 4,591
American International Group, Inc. 150,450 15,355
CMAC Investments 37,900 2,073
Conseco, Inc. 518,400 22,615
Everest Reinsurance Holdings, Inc. 72,700 2,735
Hartford Financial Services Group, Inc. 85,300 6,909
MGIC Investment Corp. 113,300 6,833
Mercury General Corp. 20,400 866
Old Republic International Corp. 185,000 6,614
SunAmerica, Inc. 115,500 4,151
Torchmark Corp. 139,300 5,555
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Transatlantic Holdings, Inc. 43,500 $ 3,010
Travelers Property Casualty Corp. Class A 90,000 3,251
Travelers Group, Inc. (The) 574,100 40,186
145,962
SAVINGS & LOANS - 1.4%
Ahmanson (H.F.) & Co. 281,500 16,609
Charter One Financial Corp. 43,800 2,546
Dime Bancorp., Inc. 250,800 6,019
25,174
SECURITIES INDUSTRY - 1.5%
Bear Stearns Companies, Inc. 145,435 5,772
Canadian General Investment Ltd. 31,345 373
Franklin Resources, Inc. 139,650 12,551
Legg Mason, Inc. 26,666 1,308
Lehman Brothers Holdings, Inc. 80,000 3,765
PaineWebber Group, Inc. 80,000 3,535
27,304
TOTAL FINANCE 401,240
HEALTH - 6.2%
DRUGS & PHARMACEUTICALS - 5.6%
Merck & Co., Inc. 271,600 24,240
Novartis AG (Reg.) 3,633 5,697
Schering-Plough Corp. 707,100 39,642
Takeda Chemical Industries Ltd. 100,000 2,724
Warner-Lambert Co. 206,800 29,612
101,915
MEDICAL EQUIPMENT & SUPPLIES - 0.1%
Hillenbrand Industries, Inc. 32,800 1,402
MEDICAL FACILITIES MANAGEMENT - 0.5%
Beverly Enterprises, Inc. (a) 80,000 1,195
Integrated Health Services, Inc. 57,400 1,822
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - CONTINUED
Lincare Holdings, Inc. (a) 72,000 $ 3,861
Wellpoint Health Networks, Inc. (a) 50,000 2,288
9,166
TOTAL HEALTH 112,483
HOLDING COMPANIES - 0.1%
PartnerRe Ltd. 30,000 1,230
INDUSTRIAL MACHINERY & EQUIPMENT - 5.6%
ELECTRICAL EQUIPMENT - 3.1%
General Electric Co. 853,200 55,085
Omron Corp. 50,000 847
55,932
INDUSTRIAL MACHINERY & EQUIPMENT - 2.4%
Caterpillar, Inc. 482,200 24,713
Illinois Tool Works, Inc. 57,000 2,804
Ingersoll-Rand Co. 211,800 8,247
Parker-Hannifin Corp. 105,800 4,424
Robbins & Myers, Inc. 8,000 303
Timken Co. 126,600 4,241
44,732
POLLUTION CONTROL - 0.1%
Ogden Corp. 47,900 1,209
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 101,873
MEDIA & LEISURE - 2.5%
BROADCASTING - 0.0%
Smartalk Teleservices, Inc. (a) 23,600 509
LEISURE DURABLES & TOYS - 0.5%
Brunswick Corp. 122,100 4,121
Callaway Golf Co. 166,500 5,370
9,491
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - 0.4%
Gtech Holdings Corp. 65,600 $ 2,116
Promus Hotel Corp. (a) 142,600 5,597
7,713
PUBLISHING - 1.4%
Gannett Co., Inc. 212,000 11,141
New York Times Co. (The) Class A 73,600 4,030
Schibsted AS, Series B 40,000 747
Tribune Co. 74,400 4,101
Washington Post Co. Class B 10,000 4,340
24,359
RESTAURANTS - 0.2%
Foodmaker, Inc. (a) 157,000 2,581
Tricon Global Restaurants, Inc. (a) 57,630 1,747
4,328
TOTAL MEDIA & LEISURE 46,400
NONDURABLES - 3.8%
BEVERAGES - 0.1%
Compania Cervejaria Brahma PN (Pfd. Reg.) 1,500,000 938
Lion Nathan Ltd. 600,000 1,448
2,386
FOODS - 1.8%
ConAgra, Inc. 919,000 27,685
Dean Foods Co. 59,700 2,825
Grand Metropolitan PLC 100,000 900
Universal Foods Corp. 42,700 1,684
33,094
HOUSEHOLD PRODUCTS - 1.8%
Alberto Culver Co. Class B 40,000 1,208
Colgate-Palmolive Co. 320,000 20,721
Dial Corp. 118,100 1,993
Premark International, Inc. 253,400 6,858
Revlon, Inc. Class A (a) 33,400 1,227
32,007
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
TOBACCO - 0.1%
Gallaher Group PLC sponsored ADR 77,400 $ 1,485
TOTAL NONDURABLES 68,972
RETAIL & WHOLESALE - 5.0%
APPAREL STORES - 1.1%
Payless ShoeSource, Inc. 31,800 1,773
Ross Stores, Inc. 250,000 9,343
TJX Companies, Inc. 300,000 8,888
20,004
GENERAL MERCHANDISE STORES - 2.9%
Costco Companies, Inc. (a) 134,200 5,167
Dayton Hudson Corp. 375,100 23,561
Family Dollar Stores, Inc. 202,500 4,759
Federated Department Stores, Inc. (a) 200,000 8,800
Meyer (Fred), Inc. 76,300 2,179
Nordstrom, Inc. 85,900 5,261
Wal-Mart Stores, Inc. 93,300 3,277
53,004
RETAIL & WHOLESALE, MISCELLANEOUS - 1.0%
Home Depot, Inc. 176,650 9,826
Tandy Corp. 228,100 7,841
17,667
TOTAL RETAIL & WHOLESALE 90,675
SERVICES - 0.4%
ADVERTISING - 0.4%
Omnicom Group, Inc. 60,700 4,287
WPP Group PLC 400,000 1,821
6,108
EDUCATIONAL SERVICES - 0.0%
Educational Medical, Inc. 67,700 516
TOTAL SERVICES 6,624
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - 8.7%
COMPUTER SERVICES & SOFTWARE - 0.8%
Microsoft Corp. (a) 85,400 $ 11,102
Symantec Corp. (a) 176,100 3,852
14,954
COMPUTERS & OFFICE EQUIPMENT - 7.5%
Canon, Inc. 200,000 4,850
Comdisco, Inc. 94,500 2,983
Compaq Computer Corp. (a) 801,830 51,116
Data General Corp. 70,000 1,348
International Business Machines Corp. 300,800 29,497
Pitney Bowes, Inc. 155,800 12,357
Ricoh Co. Ltd. Ord. 50,000 644
Stratus Computer, Inc. (a) 86,600 3,063
Unisys Corp. (a) 548,700 7,305
Xerox Corp. 274,900 21,803
134,966
ELECTRONIC INSTRUMENTS - 0.1%
Waters Corp. (a) 51,300 2,257
ELECTRONICS - 0.1%
Dallas Semiconductor Corp. 33,200 1,623
TDK Corp. 10,000 829
2,452
PHOTOGRAPHIC EQUIPMENT - 0.2%
Fuji Photo Film Co. Ltd. 100,000 3,621
TOTAL TECHNOLOGY 158,250
TRANSPORTATION - 2.9%
AIR TRANSPORTATION - 2.6%
AMR Corp. (a) 177,400 20,656
Comair Holdings, Inc. 50,000 1,838
UAL Corp. (a) 179,400 15,720
US Airways Group, Inc. (a) 177,300 8,311
46,525
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - CONTINUED
RAILROADS - 0.0%
Bombardier, Inc. Class B 20,000 $ 383
TRUCKING & FREIGHT - 0.3%
CNF Transportation, Inc. 129,800 5,792
TOTAL TRANSPORTATION 52,700
UTILITIES - 9.7%
CELLULAR - 0.1%
Century Telephone Enterprises, Inc. 45,100 1,914
ELECTRIC UTILITY - 7.7%
American Electric Power Co., Inc. 645,000 30,472
CMS Energy Corp. 160,000 5,840
DQE, Inc. 244,800 7,574
DPL, Inc. 32,000 794
Dominion Resources, Inc. 125,300 4,660
Edison International 188,000 4,818
Entergy Corp. 377,400 9,223
FPL Group, Inc. 234,600 12,126
GPU, Inc. 504,400 18,253
Houston Industries, Inc. 377,200 8,204
IPALCO Enterprises, Inc. 76,700 2,685
NIPSCO Industries, Inc. 5,000 220
Niagara Mohawk Power Corp. (a) 253,900 2,460
OGE Energy Corp. 42,600 2,063
Ohio Edison Co. 298,000 7,376
PG&E Corp. 48,364 1,236
PP&L Resources, Inc. 159,900 3,458
Pinnacle West Capital Corp. 195,100 6,792
Public Service Enterprise Group, Inc. 306,800 7,958
Rochester Gas & Electric Corp. 80,100 2,018
Utilicorp United, Inc. 43,400 1,370
139,600
GAS - 1.1%
Columbia Gas System, Inc. (The) 284,400 20,548
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 0.8%
Metromedia Fiber Network, Inc. Class A 2,400 $ 58
Telecom Italia Spa 250,000 1,564
Telefonica de Espana SA sponsored ADR 25,000 2,056
Telecom Italia Mobile Spa 150,000 554
U S WEST Communications Group 274,600 10,932
15,164
TOTAL UTILITIES 177,226
TOTAL COMMON STOCKS
(Cost $1,422,543) 1,719,860
NONCONVERTIBLE PREFERRED STOCKS - 0.1%
UTILITIES - 0.1%
TELEPHONE SERVICES - 0.1%
Telecom Italia Spa
(Cost $637) 250,000 1,007
CASH EQUIVALENTS - 5.3%
Taxable Central Cash Fund (b)
(Cost $96,202) 96,202,349 96,202
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,519,382) $ 1,817,069
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.64%. 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 October 31, 1997, the aggregate cost of investment securities for
income tax purposes was $1,521,135,000. Net unrealized appreciation
aggregated $295,934,000, of which $326,074,000 related to appreciated
investment securities and $30,140,000 related to depreciated
investment securities.
The fund hereby designates approximately $56,213,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

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<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1997

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $1,519,382) - SEE $ 1,817,069
ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 14,597

RECEIVABLE FOR FUND SHARES SOLD 2,982

DIVIDENDS RECEIVABLE 1,351

INTEREST RECEIVABLE 522

OTHER RECEIVABLES 336

TOTAL ASSETS 1,836,857

LIABILITIES

PAYABLE TO CUSTODIAN BANK $ 234

PAYABLE FOR INVESTMENTS PURCHASED 4,307

PAYABLE FOR FUND SHARES REDEEMED 4,134

ACCRUED MANAGEMENT FEE 743

OTHER PAYABLES AND ACCRUED EXPENSES 411

TOTAL LIABILITIES 9,829

NET ASSETS $ 1,827,028

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 1,250,790

UNDISTRIBUTED NET INVESTMENT INCOME 17,175

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 261,373
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 297,690
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 62,148 SHARES OUTSTANDING $ 1,827,028

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $29.40
PER SHARE ($1,827,028 (DIVIDED BY) 62,148 SHARES)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1997

INVESTMENT INCOME $ 27,300
DIVIDENDS

INTEREST 6,304

TOTAL INCOME 33,604

EXPENSES

MANAGEMENT FEE $ 10,393
BASIC FEE

PERFORMANCE ADJUSTMENT (2,301)

TRANSFER AGENT FEES 3,777

ACCOUNTING FEES AND EXPENSES 674

NON-INTERESTED TRUSTEES' COMPENSATION 10

CUSTODIAN FEES AND EXPENSES 97

REGISTRATION FEES 69

AUDIT 46

LEGAL 9

MISCELLANEOUS 15

TOTAL EXPENSES BEFORE REDUCTIONS 12,789

EXPENSE REDUCTIONS (756) 12,033

NET INVESTMENT INCOME 21,571

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

INVESTMENT SECURITIES 256,162

FOREIGN CURRENCY TRANSACTIONS (17)

FUTURES CONTRACTS 4,570 260,715

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 142,446

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 6 142,452

NET GAIN (LOSS) 403,167

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 424,738
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 21,571 $ 15,532
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 260,715 156,953

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 142,452 15,267

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 424,738 187,752
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 671,515 1,070,404
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 129,535 108,534

COST OF SHARES REDEEMED (851,522) (804,151)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (50,472) 374,787
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 240,595 451,435

NET ASSETS

BEGINNING OF PERIOD 1,586,433 1,134,998

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 1,827,028 $ 1,586,433
INCOME OF $17,175 AND $11,825, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 25,181 46,331

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 5,401 4,830

REDEEMED (31,905) (34,501)

NET INCREASE (DECREASE) (1,323) 16,660

</TABLE>

FINANCIAL HIGHLIGHTS

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

1997 1996 1995 1994 C 1993

SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING $ 24.99 $ 24.25 $ 19.45 $ 20.15 $ 16.77
OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME .33 B .24 .19 .16 .19

NET REALIZED AND 6.23 2.78 5.57 .44 3.61
UNREALIZED GAIN (LOSS)

TOTAL FROM INVESTMENT 6.56 3.02 5.76 .60 3.80
OPERATIONS

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.23) (.20) (.15) (.28) (.10)

FROM NET REALIZED GAIN (1.92) (2.08) (.81) (1.02) (.32)

TOTAL DISTRIBUTIONS (2.15) (2.28) (.96) (1.30) (.42)

NET ASSET VALUE, END OF PERIOD $ 29.40 $ 24.99 $ 24.25 $ 19.45 $ 20.15

TOTAL RETURN A 28.20% 13.51% 31.54% 3.32% 23.09%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 1,827 $ 1,586 $ 1,135 $ 812 $ 599
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .74% .89% 1.03% 1.12% 1.11%
NET ASSETS

RATIO OF EXPENSES TO AVERAGE .69% D .84% D 1.00% D 1.09% D 1.10% D
NET ASSETS AFTER EXPENSE
REDUCTIONS

RATIO OF NET INVESTMENT INCOME 1.24% 1.07% .99% 1.01% 1.52%
TO AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 117% 247% 220% 187% 192%

AVERAGE COMMISSION RATE E $ .0397 $ .0339

</TABLE>

L 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).
M NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
N 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.
O 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).
P FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1997

14. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Stock Selector (the fund) is a fund of Fidelity Capital Trust
(the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The financial statements
have been prepared in conformity with generally accepted accounting
principles which permit management to make certain estimates and
assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities for which exchange
quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value as determined in
good faith under consistently applied procedures under the general
supervision of the Board of Trustees. Short-term securities with
remaining maturities of sixty days or less for which quotations are
not readily available are valued at amortized cost or original cost
plus accrued interest, both of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Income
receipts and expense payments are translated into U.S. dollars at the
prevailing exchange rate on the respective dates of the transactions.
Purchases and sales of securities are translated into U.S. dollars at
the contractual currency exchange rates established at the time of
each trade.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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, foreign currency transactions,
passive foreign investment companies (PFIC), market discount 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.
15. 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, Inc., 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. Income distributions 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 or if the counterparties do not
perform under the contracts' terms. Gains (losses) are realized upon
the expiration or closing of the futures contracts. Futures contracts
are valued at the settlement price established each day by the board
of trade or exchange on which they are traded.
16. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,882,223,000 and $1,997,673,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $106,939,000 and $111,509,000, respectively.
17. 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. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
the period, FMR voluntarily implemented the above rates, as they
resulted in the same or a lower management fee. The basic fee is
subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .47% 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 annual rate of .22% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $299,000 for the
period.
18. 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 $732,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby interest earned on uninvested cash balances
was used to offset a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by
$3,000 and $21,000, respectively, under these arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of
Fidelity Stock Selector:
We have audited the accompanying statement of assets and liabilities
of Fidelity Capital Trust: Fidelity Stock Selector, including the
schedule of portfolio investments, as of October 31, 1997, and the
related statement of operations for the year then ended, the statement
of changes in net assets for each of the two years in the period then
ended and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights
are the responsibility of the fund's management. Our responsibility is
to express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of October 31, 1997, by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Capital Trust: Fidelity Stock Selector,
as of October 31, 1997, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the
five years in the period then ended, in conformity with generally
accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 12, 1997
DISTRIBUTIONS

The Board of Trustees of Fidelity Stock Selector voted to pay on
December 8, 1997, to shareholders of record at the opening of business
on December 5, 1997, a distribution of $3.32 per share derived from
capital gains realized from sales of portfolio securities and a
dividend of $.33 per share from net investment income.
A total of .12% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.
A total of 25% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1998 of the applicable
percentage for use in preparing 1997 income tax returns.

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
William J. Hayes, Vice President
Robert A. Lawrence, Vice President
Bradford F. Lewis, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
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
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(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
TechnoQuant Growth Fund
SM
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

TECHNOQUANT GROWTH
SM
FUND
ANNUAL REPORT
OCTOBER 31, 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 19 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 23 NOTES TO THE FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT 27 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 28

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 OCTOBER 31, 1997 LIFE OF
FUND

FIDELITY TECHNOQUANT GROWTH 26.20%

FIDELITY TECHNOQUANT GROWTH (INCL. 3% SALES CHARGE) 22.41%

S&P 500 (REGISTERED TRADEMARK) 27.61%

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 had 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
IMAHDR PRASUN SHR__CHT 19971031 19971121 103750 S00000000000001
TechnoQuant Growth S&P 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
1997/05/31 10408.10 11718.99
1997/06/30 10922.20 12244.00
1997/07/31 12037.70 13218.25
1997/08/31 12095.90 12477.76
1997/09/30 12852.50 13161.17
1997/10/31 12241.40 12761.00
IMATRL PRASUN SHR__CHT 19971031 19971121 103751 R00000000000015
$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 3% sales charge (waived from November
12, 1996 through December 31, 1997) was paid. As the chart shows, by
October 31, 1997, the value of the investment would have grown to
$12,241 - a 22.41% 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 $12,761 -
a 27.61% 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

MARKET RECAP
If the U.S. stock market is one of
multiple personalities - and most
would agree that it is - then the
12-month period that ended
October 31, 1997 was a fitting
showcase. Overall, the market
turned in a strong performance.
The Standard & Poor's 500 Index
- - a broad gauge of the U.S. stock
market - returned 32.11% in that
time, well ahead of its long-term
annual average of approximately
11%. Favorable economic
conditions and healthy corporate
earnings sent stock prices soaring,
particularly those of large,
well-known companies. The market
paused briefly to collect its breath
in March - when the Federal
Reserve Board expressed its
concern about an overheating
economy by raising a key
short-term interest rate - but kept
rolling through July. The latter
months of the period, however, told
a different story. Inflation fears, a
weakened dollar and sluggish
corporate earnings knocked many
large-company stocks from their
perch, and stocks of smaller
companies began to perform well.
But while market followers saw this
"broadening" as a positive trend,
events began to unfold overseas
that would show still another side
of the market - and an extremely
volatile one. Currency and
economic problems in Southeast
Asia during the last week of
October sent the world's capital
markets running for cover. The
Dow Jones Industrial Average
tumbled 554 points in one day -
the biggest one-day point drop in
its history - then snapped back
the next, reclaiming almost 337
points.
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 October 31, 1997,
the fund had a return of 26.20%. For the most similar period available
for its peer group - from November 30, 1996, to October 31, 1997 - the
capital appreciation funds average returned 18.26%, according to
Lipper Analytical Services. The Standard & Poor's 500 Index returned
27.61% from the fund's inception on November 12, 1996, through the end
of the period.
Q. WHY DID THE FUND OUTPERFORM ITS PEER GROUP DURING THE PERIOD?
A. The same factor that hurt the fund coming into April helped the
fund during the past six months - its tilt toward mid-capitalization
stocks. For the three years that ended March 1997, large-cap stocks
markedly outperformed all other stocks. During the next several
months, however, momentum veered away from large-cap stocks as
investors started buying more small- and mid-cap stocks. Many of the
largest-cap companies in the S&P 500 index were trading at extremely
high valuation levels and investors saw opportunities to buy
smaller-cap companies that hadn't yet reached peak valuations relative
to their earnings growth. Therefore, an improvement in the market's
breadth, rather than a change in strategy, helped the fund.
Q. WHAT OTHER FACTORS AFFECTED THE FUND'S PERFORMANCE?
A. The fund's quantitative models predicted that volatility would
increase throughout the year. This information encouraged me to
position the fund defensively. I believe this strategy was a real plus
when we encountered higher levels of volatility in September and
October.
Q. BUT ISN'T TECHNOQUANT SUPPOSED TO BE AN AGGRESSIVE EQUITY FUND?
A. Positioning an aggressive fund defensively may sound
counter-intuitive, but it's not. When I talk about TechnoQuant in
terms of being aggressive or defensive, I am referring to its
concentration on sectors and individual equities. At the end of the
period, about 60% of the fund's assets were spread out across five
sectors and each of the fund's top 30 stocks, on average, represented
only about 1.3% of the fund. This was a defensive position relative to
what TechnoQuant can do. For example, I could own 50 equities
concentrated in just three sectors. That would be aggressive. Since
most people think of defensive positioning as a move out of stocks and
into cash, I want to stress that TechnoQuant remains about 95%
invested in equities. By that measure, it is still an aggressive
equity fund.
Q. WHICH HOLDINGS OR SECTORS HAD AN INFLUENCE ON PERFORMANCE?
A. Energy service stocks, such as BJ Services and Halliburton, helped
the fund's performance. These companies have fleets of rigs used for
deep-water drilling, and the supply of rigs in the overall market has
been fairly low. This capacity constraint allowed energy service
companies to charge higher daily rental rates for their rigs -
jump-starting their stocks. In addition, these stocks started to show
a lot of strength in recent months, meaning that there were buyers for
the shares even in the volatile market environment. On the other side,
the sector that hurt the fund the most was health care. The worst
performer in this sector was Oxford Health Plans. The company's stock
plummeted more than 60% in one day after the company announced that an
accounting error had caused it to severely misstate its quarterly
earnings. Following my models, I reduced the exposure to the stock by
more than 50% before it took a hit that day, but the small position
the fund continued to hold still hurt the fund. Boston Scientific,
Interneuron Pharmaceuticals and U.S. Diagnostic were other health care
stocks that detracted from performance, although the effects were
minimal since the fund sold its investments in Interneuron
Pharmaceuticals and U.S. Diagnostic by the end of the period.
Q. WHAT'S YOUR OUTLOOK?
A. A combination of some of the more predictive technical cycles
indicates that, after a little more downside, we should see the market
consolidate with a slight upward drift into the first quarter of 1998.
More importantly, I expect the levels of volatility that we are seeing
now to continue for a while. Having said that, let me stress that time
- - and not timing - has been the key to making money in the stock
market. Historically, the market has logged more "up" months than
"down" months, so if an investor tries to time the market by getting
out and back in again, the odds are that the investor will be out of
the market during an "up" month. This is especially important to
remember during a volatile environment like the one we saw at the end
of the period. Investors in TechnoQuant should plan to stay invested
for at least two or three years. I've said it before, and I'll say it
again, time - and not timing - is the key to success in the financial
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.
TIM KROCHUK ON QUANTITATIVE
INVESTING:
"MUTUAL FUNDS THAT USE COMPUTERS
TO AID IN STOCK-PICKING PROCESSES ARE
CALLED QUANTITATIVE, OR `QUANT,' FUNDS.
ALTHOUGH THE NAME MAY SOUND
PUZZLING AT FIRST, QUANT INVESTING IS
SIMPLY THE APPLICATION OF COMPUTERS
TO TRADITIONAL ANALYSIS USED FOR STOCK
PICKING. EVERY INDUSTRY TODAY USES
COMPUTERS TO INCREASE EFFICIENCY AND
PRODUCTIVITY, SO WHY SHOULDN'T MUTUAL
FUND MANAGERS BE ALLOWED TO BENEFIT
FROM THIS POWERFUL TOOL AS WELL?
"TECHNOQUANT IS AN EXAMPLE OF A
QUANTITATIVE FUND. RATHER THAN
SORTING THROUGH PRICE AND VOLUME
DATA BY LOOKING AT CHARTS ON A PIECE
OF PAPER, TECHNOQUANT USES THE
POWER OF A TEAM OF COMPUTERS TO
ANALYZE THOUSANDS OF RELATIONSHIPS
CONTAINED IN PRICE AND VOLUME DATA.
THE COMPUTERS CAN STUDY THIS DATA
24 HOURS A DAY TO IDENTIFY
RELATIONSHIPS WE MAY NEVER SEE WITH
THE NAKED EYE. ONCE THE COMPUTERS
DISCOVER THESE RELATIONSHIPS, THEY
CAN GO BACK AND DETERMINE WHICH
INDICATORS HISTORICALLY HAVE BEEN
RELIABLE FOR A GIVEN STOCK. THESE
COMPUTERS CAN REPEAT THIS PROCESS
FOR THOUSANDS OF STOCKS EACH DAY,
SEVEN DAYS A WEEK. DO COMPUTERS DO
ALL THE WORK? ABSOLUTELY NOT. I DESIGN
THE FORMULAS AND THE CODE THAT
ENABLE THE COMPUTERS TO DO THEIR JOBS
AND I ACTIVELY DECIDE HOW TO USE THE
DATA THAT THE COMPUTERS GENERATE."
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 OCTOBER 31, 1997,
MORE THAN $92 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)
INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

DIME BANCORP., INC. 1.7 1.6

WORLDCOM, INC. 1.6 1.2

SCHERING-PLOUGH CORP. 1.6 0.0

TEXACO, INC. 1.5 0.0

AVIS RENT A CAR, INC. 1.5 0.0

ROSS STORES, INC. 1.5 1.1

PEPSICO., INC. 1.4 2.7

HALLIBURTON CO. 1.4 0.0

REMEDY CORP. 1.4 0.0

BJ SERVICES CO. 1.3 1.5

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 14.5 11.4

ENERGY 13.3 13.6

HEALTH 12.7 6.0

FINANCE 10.8 13.9

RETAIL & WHOLESALE 9.1 16.1

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF OCTOBER 31, 1997 * AS OF APRIL 30, 1997 **
ROW: 1, COL: 1, VALUE: 5.1
ROW: 1, COL: 2, VALUE: 94.90000000000001
ROW: 1, COL: 1, VALUE: 4.8
ROW: 1, COL: 2, VALUE: 95.2
STOCKS 94.9%
SHORT-TERM
INVESTMENTS 5.1%
FOREIGN
INVESTMENTS 5.0%
STOCKS 95.2%
SHORT-TERM
INVESTMENTS 4.8%
FOREIGN
INVESTMENTS 4.6%
*
**
INVESTMENTS OCTOBER 31, 1997

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 94.9%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 2.3%
AEROSPACE & DEFENSE - 1.3%
Advanced Aerodynamics & Structures, Inc. Class A (a) 110,400 $
517,500
Aviall, Inc. (a) 50,100 670,088
1,187,588
SHIP BUILDING & REPAIR - 1.0%
Halter Marine Group, Inc. (a) 17,600 920,700
TOTAL AEROSPACE & DEFENSE 2,108,288
BASIC INDUSTRIES - 2.5%
CHEMICALS & PLASTICS - 0.5%
Foamex International, Inc. (a) 42,100 486,781
IRON & STEEL - 0.8%
Mueller Industries, Inc. (a) 16,700 737,931
METALS & MINING - 1.2%
Alcan Aluminium Ltd. 12,200 346,480
Aluminum Co. of America 10,100 737,300
1,083,780
PAPER & FOREST PRODUCTS - 0.0%
Ivex Packaging Corp. 1,100 23,238
TOTAL BASIC INDUSTRIES 2,331,730
CONSTRUCTION & REAL ESTATE - 1.1%
CONSTRUCTION - 0.5%
Ryland Group, Inc. 23,200 414,700
REAL ESTATE INVESTMENT TRUSTS - 0.6%
Commercial Net Lease Realty, Inc. 17,900 286,400
Imperial Credit Commercial Mortgage Investment Corp. 13,800 227,700
SL Green Realty Corp. 400 10,025
524,125
TOTAL CONSTRUCTION & REAL ESTATE 938,825
DURABLES - 5.7%
CONSUMER DURABLES - 0.9%
Minnesota Mining & Manufacturing Co. 8,600 786,900
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
DURABLES - CONTINUED
CONSUMER ELECTRONICS - 0.3%
Whirlpool Corp. 3,900 $ 236,438
HOME FURNISHINGS - 3.3%
Miller (Herman), Inc. 23,900 1,168,113
O'Sullivan Industries Holdings, Inc. (a) 72,000 999,000
Stanley Furniture Co, Inc. (a) 35,200 871,200
3,038,313
TEXTILES & APPAREL - 1.2%
Big Dog Holdings, Inc. 31,900 450,588
Novel Denim Holdings Ltd. 100 2,025
VF Corp. 7,100 634,563
1,087,176
TOTAL DURABLES 5,148,827
ENERGY - 13.3%
ENERGY SERVICES - 6.5%
BJ Services Co. (a) 14,000 1,186,500
CAL Dive International, Inc. 32,500 1,015,625
Diamond Offshore Drilling, Inc. 10,500 653,625
ENSCO International, Inc. 18,400 773,950
Halliburton Co. 21,400 1,275,975
Key Energy Group, Inc. 7,600 238,450
Layne Christensen Co. (a) 5,300 105,338
Rowan Companies, Inc. (a) 16,700 649,213
Santa Fe International Corp. 300 14,756
Transcoastal Marine Services, Inc. 100 2,488
5,915,920
OIL & GAS - 6.8%
Cabot Oil & Gas Corp. Class A 33,900 813,600
Coastal Corp. (The) 16,900 1,016,113
Dril-Quip, Inc. 100 3,588
Enron Oil & Gas Co. 35,900 756,144
Harken Energy Corp. (a) 56,300 369,450
Pioneer Natural Resources Co. 19,800 793,238
Royal Dutch Petroleum Co. 19,300 1,015,663
Texaco, Inc. 24,200 1,377,888
6,145,684
TOTAL ENERGY 12,061,604
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
FINANCE - 10.8%
BANKS - 2.8%
First International Bancorp, Inc. 52,800 $ 858,000
North Fork Bancorp., Inc. 32,400 953,775
Peoples Heritage Financial Group, Inc. 18,400 724,500
2,536,275
CREDIT & OTHER FINANCE - 1.5%
FIRSTPLUS Financial Group, Inc. 8,800 484,000
Money Store, Inc. 31,400 890,975
1,374,975
INSURANCE - 4.8%
AFLAC, Inc. 16,300 829,263
Conseco, Inc. 12,500 545,313
Frontier Insurance Group, Inc. 29,200 983,675
INSpire Insurance Solutions, Inc. 28,100 519,850
Life USA Holding, Inc. (a) 52,700 869,550
Paula Financial 100 2,525
Torchmark Corp. 15,700 626,038
4,376,214
SAVINGS & LOANS - 1.7%
Dime Bancorp., Inc. 63,100 1,514,400
SECURITIES INDUSTRY - 0.0%
American Capital Strategies Ltd. 100 1,800
TOTAL FINANCE 9,803,664
HEALTH - 12.7%
DRUGS & PHARMACEUTICALS - 5.7%
American Home Products Corp. 10,300 763,488
Biogen, Inc. (a) 12,500 418,750
BioReliance Corp. 45,800 1,019,050
Bristol-Myers Squibb Co. 9,800 859,950
Gilead Sciences, Inc. (a) 19,600 668,850
Schering-Plough Corp. 25,100 1,407,169
5,137,257
MEDICAL EQUIPMENT & SUPPLIES - 1.8%
Bausch & Lomb, Inc. 24,800 973,400
Boston Scientific Corp. (a) 6,800 309,400
St. Jude Medical, Inc. (a) 11,600 351,625
1,634,425
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - 5.2%
AmeriPath, Inc. 100 $ 1,650
Beverly Enterprises, Inc. (a) 46,000 687,125
HEALTHSOUTH Corp. (a) 33,100 846,119
Humana, Inc. (a) 38,100 800,100
Oxford Health Plans, Inc. (a) 10,100 260,706
Tenet Healthcare Corp. (a) 37,900 1,158,319
Wellpoint Health Networks, Inc. (a) 21,700 992,775
4,746,794
TOTAL HEALTH 11,518,476
INDUSTRIAL MACHINERY & EQUIPMENT - 3.8%
ELECTRICAL EQUIPMENT - 1.8%
General Electric Co. 14,000 903,875
Globecomm Systems, Inc. 400 6,850
Innova Corp. 31,600 679,400
1,590,125
INDUSTRIAL MACHINERY & EQUIPMENT - 0.8%
ASM Lithography Holding NV (a) 4,500 329,625
Caterpillar, Inc. 8,100 415,125
744,750
POLLUTION CONTROL - 1.2%
Zurn Industries, Inc. 33,500 1,124,344
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 3,459,219
MEDIA & LEISURE - 3.5%
ENTERTAINMENT - 0.8%
MGM Grand, Inc. (a) 17,100 750,263
LEISURE DURABLES & TOYS - 0.5%
Harley-Davidson, Inc. 16,600 460,650
LODGING & GAMING - 1.7%
Anchor Gaming (a) 8,600 675,100
Colonial Downs Holdings, Inc. Class A 73,100 475,150
Grand Casinos, Inc. (a) 31,300 420,594
1,570,844
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 0.5%
Il Fornaio America Corp. 9,900 $ 131,794
Star Buffet, Inc. 200 2,863
Tricon Global Restaurants, Inc. (a) 8,910 270,084
404,741
TOTAL MEDIA & LEISURE 3,186,498
NONDURABLES - 4.9%
BEVERAGES - 2.2%
Coors (Adolph) Co. Class B 19,200 678,000
PepsiCo, Inc. 34,800 1,281,075
1,959,075
FOODS - 2.1%
American Italian Pasta Co. Series A 100 2,100
Authentic Specialty Foods, Inc. 15,900 196,763
Campbell Soup Co. 9,100 469,219
Fletchers Fine Foods Ltd. 25,900 331,002
Tootsie Roll Industries, Inc. 15,400 873,950
1,873,034
HOUSEHOLD PRODUCTS - 0.6%
Clorox Co. 7,900 553,000
TOTAL NONDURABLES 4,385,109
RETAIL & WHOLESALE - 9.1%
APPAREL STORES - 1.8%
Filene's Basement Corp. 40,500 298,688
Ross Stores, Inc. 36,100 1,349,238
1,647,926
GENERAL MERCHANDISE STORES - 4.6%
Costco Companies, Inc. (a) 7,400 284,900
Dayton Hudson Corp. 13,000 816,563
Federated Department Stores, Inc. (a) 16,400 721,600
Freds, Inc. Class A 44,000 979,000
MacFrugals Bargains Closeouts, Inc. (a) 12,100 411,400
Nordstrom, Inc. 14,900 912,625
4,126,088
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 2.7%
AC Moore Arts & Crafts, Inc. 500 $ 7,594
Home Depot, Inc. 16,500 917,813
Metal Management, Inc. (a) 39,500 849,250
Tandy Corp. 20,300 697,813
U.S.A. Floral Products, Inc. 100 1,750
White Capital Industries Corp. 100 1,900
2,476,120
TOTAL RETAIL & WHOLESALE 8,250,134
SERVICES - 4.0%
LEASING & RENTAL - 2.0%
Avis Rent A Car, Inc. (a) 49,400 1,355,413
Budget Group, Inc. Class A (a) 13,800 483,000
1,838,413
SERVICES - 2.0%
Boron LePore & Associates, Inc. 17,700 431,438
Hall Kinion & Associates, Inc. 13,800 215,625
Mac-Gray Corp. 100 1,475
Medpartners, Inc. 18,000 457,875
National Research Corp. 100 2,025
Personnel Group of America, Inc. (a) 20,500 711,094
Securacom, Inc. 100 938
Trimeris, Inc. 300 3,863
1,824,333
TOTAL SERVICES 3,662,746
TECHNOLOGY - 14.5%
COMMUNICATIONS EQUIPMENT - 2.2%
Concord Communications, Inc. 31,200 553,800
Lucent Technologies, Inc. 10,700 882,081
Newbridge Networks Corp. (a) 10,600 561,800
1,997,681
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - 8.3%
Advantage Learning Systems, Inc. 26,900 $ 679,225
Best Software, Inc. 25,800 267,675
Corsair Communications, Inc. 40,700 946,275
Credit Management Solutions, Inc. 37,500 539,063
Electronics for Imaging, Inc. (a) 13,900 649,825
HBO & Co. 14,000 609,000
Infodata Systems, Inc. (a) 8,700 85,913
Keane, Inc. (a) 39,500 1,170,188
Learning Co., Inc. (The) 12,200 230,275
N2K, Inc. 8,100 213,131
Omega Research, Inc. 41,900 345,675
Remedy Corp. (a) 26,800 1,259,600
SPR, Inc. 14,200 244,950
Sybase, Inc. (a) 18,300 298,519
7,539,314
ELECTRONIC INSTRUMENTS - 1.7%
AEHR Test Systems 100 1,350
FARO Technologies, Inc. 45,800 624,025
Thermo Electron Corp. (a) 24,300 906,694
1,532,069
ELECTRONICS - 2.3%
AMP, Inc. (a) 5,900 265,500
Analog Devices, Inc. (a) 17,700 540,956
Asia Electronics Holdings Co. Inc. 40,100 506,263
Galileo Technology Ltd. 6,900 237,188
PMC-Sierra, Inc. (a) 14,200 374,525
Power-One, Inc. 10,600 197,425
2,121,857
TOTAL TECHNOLOGY 13,190,921
TRANSPORTATION - 1.5%
AIR TRANSPORTATION - 0.5%
Air Canada, Inc. (a) 47,400 472,839
RAILROADS - 1.0%
Burlington Northern Santa Fe Corp. 4,800 456,000
CSX Corp. 8,500 464,844
920,844
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - 0.0%
C.H. Robinson Worldwide, Inc. 300 $ 6,600
TOTAL TRANSPORTATION 1,400,283
UTILITIES - 5.2%
CELLULAR - 1.4%
Bell Canada International, Inc. 42,600 722,880
Iridium World Communications Ltd. Class A 700 26,294
360 Degrees Communications Co. (a) 22,600 477,425
1,226,599
ELECTRIC UTILITY - 1.0%
American Electric Power Co., Inc. 9,800 463,050
FPL Group, Inc. 9,000 465,188
928,238
TELEPHONE SERVICES - 2.8%
France Telecom SA 432 16,324
MCI Communications Corp. 28,300 1,004,650
Startec Global Communications Corp. 200 2,975
WorldCom, Inc. (a) 44,500 1,496,313
2,520,262
TOTAL UTILITIES 4,675,099
TOTAL COMMON STOCKS
(Cost $79,404,455) 86,121,423
CASH EQUIVALENTS - 5.1%
Taxable Central Cash Fund (b)
(Cost $4,636,727) 4,636,727 4,636,727
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $84,041,182) $ 90,758,150
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.64%. 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 October 31, 1997, the aggregate cost of investment securities for
income tax purposes was $84,126,806. Net unrealized appreciation
aggregated $6,631,344, of which $10,460,815 related to appreciated
investment securities and $3,829,471 related to depreciated investment
securities.
The fund hereby designates approximately $289,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS OCTOBER 31, 1997

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $84,041,182) - $ 90,758,150
SEE ACCOMPANYING SCHEDULE

CASH 31,263

RECEIVABLE FOR INVESTMENTS SOLD 8,559,156

RECEIVABLE FOR FUND SHARES SOLD 298,251

DIVIDENDS RECEIVABLE 26,009

INTEREST RECEIVABLE 30,835

REDEMPTION FEES RECEIVABLE 810

OTHER RECEIVABLES 1,669

TOTAL ASSETS 99,706,143

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 6,560,924

PAYABLE FOR FUND SHARES REDEEMED 287,245

ACCRUED MANAGEMENT FEE 47,308

OTHER PAYABLES AND ACCRUED EXPENSES 77,443

TOTAL LIABILITIES 6,972,920

NET ASSETS $ 92,733,223

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 81,614,537

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) 4,401,718
ON INVESTMENTS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 6,716,968

NET ASSETS, FOR 7,348,896 SHARES OUTSTANDING $ 92,733,223

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $12.62
PER SHARE ($92,733,223 (DIVIDED BY) 7,348,896 SHARES)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS NOVEMBER 12, 1996 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1997

INVESTMENT INCOME $ 377,829
DIVIDENDS

INTEREST 168,694

TOTAL INCOME 546,523

EXPENSES

MANAGEMENT FEE $ 365,064

TRANSFER AGENT FEES 198,241

ACCOUNTING FEES AND EXPENSES 58,431

NON-INTERESTED TRUSTEES' COMPENSATION 224

CUSTODIAN FEES AND EXPENSES 18,494

REGISTRATION FEES 89,436

AUDIT 30,734

LEGAL 843

MISCELLANEOUS 502

TOTAL EXPENSES 761,969

NET INVESTMENT INCOME (LOSS) (215,446)

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

INVESTMENT SECURITIES 4,661,860

FUTURES CONTRACTS (44,696) 4,617,164

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON 6,716,968
INVESTMENT SECURITIES

NET GAIN (LOSS) 11,334,132

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 11,118,686
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
NOVEMBER 12, 1996
(COMMENCEMENT
OF OPERATIONS) TO
OCTOBER 31, 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ (215,446)
NET INVESTMENT INCOME (LOSS)

NET REALIZED GAIN (LOSS) 4,617,164

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 6,716,968

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 11,118,686
FROM OPERATIONS

SHARE TRANSACTIONS 128,663,846
NET PROCEEDS FROM SALES OF SHARES

COST OF SHARES REDEEMED (47,170,280)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 81,493,566
FROM SHARE TRANSACTIONS

REDEMPTION FEES 120,971

TOTAL INCREASE (DECREASE) IN NET ASSETS 92,733,223

NET ASSETS

BEGINNING OF PERIOD -

END OF PERIOD $ 92,733,223

OTHER INFORMATION
SHARES

SOLD 11,647,888

REDEEMED (4,298,992)

NET INCREASE (DECREASE) 7,348,896

FINANCIAL HIGHLIGHTS
NOVEMBER 12, 1996
(COMMENCEMENT
OF OPERATIONS) TO
OCTOBER 31, 1997

SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME (LOSS) C (.04)

NET REALIZED AND UNREALIZED GAIN (LOSS) 2.64

TOTAL FROM INVESTMENT OPERATIONS 2.60

REDEMPTION FEES ADDED TO PAID IN CAPITAL .02

NET ASSET VALUE, END OF PERIOD $ 12.62

TOTAL RETURN B 26.20%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 92,733

RATIO OF EXPENSES TO AVERAGE NET ASSETS 1.24% A

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS (.35)% A

PORTFOLIO TURNOVER RATE 296% A

AVERAGE COMMISSION RATE D $ .0308

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 October 31, 1997

19. 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, if
any, represent net gains and losses from sales and maturities of
foreign 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
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, which includes
accretion of original issue discount, 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 may result in distribution
reclassifications.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Accumulated undistributed net realized gain (loss) on investments may
include temporary book and tax basis differences which will reverse in
a subsequent period. Any taxable income or gain remaining at fiscal
year end is distributed in the following year.
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.
20. 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.
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.
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
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, Inc., 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. Income distributions 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 or if the counterparties do not
perform under the contracts' terms. Gains (losses) are realized upon
the expiration or closing of the futures contracts. Futures contracts
are valued at the settlement price established each day by the board
of trade or exchange on which they are traded.
21. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $236,990,467 and $162,247,082, respectively.
The market value of futures contracts opened and closed during the
period amounted to $9,324,198 and $9,279,502, respectively.
22. 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. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. The basic fee is subject to a
performance adjustment (up to a maximum of (plus/minus).20% of the
fund's average net assets over the performance period) based on the
fund's investment performance as compared to the appropriate index
over a specified period of time. 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 .59% 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 .32% 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 $54,717 for the
period.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of
Fidelity TechnoQuant Growth Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity TechnoQuant Growth Fund (a fund of Fidelity Capital Trust) at
October 31, 1997, the results of its operations for the period
November 12, 1996 (commencement of operations) through October 31,
1997, and the changes in its net assets and the financial highlights
for the periods indicated, in conformity with generally accepted
accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of Fidelity TechnoQuant Growth Fund's management; our
responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit of these financial
statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit, which included confirmation
of securities at October 31, 1997 by correspondence with the custodian
and the application of alternative auditing procedures where
securities purchased were not yet received by the custodian, provides
a reasonable basis for the opinion expressed above.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
December 12, 1997
DISTRIBUTIONS

The Board of Trustees of Fidelity TechnoQuant Growth Fund voted to pay
on December 15, 1997, to shareholders of record at the opening of
business on December 12, 1997, a distribution of $.61 per share
derived from capital gains realized from sales of portfolio
securities.
MANAGING YOUR INVESTMENTS

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

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
Robert C. Pozen, Senior Vice President
William J. Hayes, Vice President
Robert A. Lawrence, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
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
New York, NY
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