FIDELITY CAPITAL TRUST
485BPOS, 1997-02-19
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-61760) 
  UNDER THE SECURITIES ACT OF 1933 [X]
 Pre-Effective Amendment No.           [  ]
 Post-Effective Amendment No. 71          [X]
and
REGISTRATION STATEMENT (No. 811-2841) 
 UNDER THE INVESTMENT COMPANY ACT OF 1940    [X]
 Amendment No. 71 [X]
Fidelity Capital Trust                         
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109 
(Address Of Principal Executive Offices)  (Zip Code)
Registrant's Telephone Number:  617-563-7000 
Arthur S. Loring, Secretary
82 Devonshire Street
Boston, Massachusetts 02109 
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
 (  ) immediately upon filing pursuant to paragraph (b).
 (X ) on (February 21, 1997) pursuant to paragraph (b). 
 (  ) 60 days after filing pursuant to paragraph (a)(1).
 (  ) on (             ) pursuant to paragraph (a)(1) of Rule 485.
 (  ) 75 days after filing pursuant to paragraph (a)(2).
 (  ) on (            ) pursuant to paragraph (a)(2) of Rule 485.  
If appropriate, check the following box:
 (  ) this post-effective amendment designates a new effective date for a
previously filed 
      post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the Notice required by such Rule
on December 20, 1996.
FIDELITY VALUE FUND
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION
 
<TABLE>
<CAPTION>
<S>                                     <C>                                                   
1...................................    Cover Page                                            
 ...                                                                                           
 
2a..................................    Expenses                                              
 ..                                                                                            
 
   b,                                   Contents; The Funds at a Glance; Who May Want to      
c...............................        Invest                                                
 
3a..................................    Financial Highlights                                  
 ..                                                                                            
 
                                        *                                                     
b...................................                                                          
 
   c, d.............................    Performance                                           
 
4a   i..............................    Charter                                               
 
                                        The Funds at a Glance; Investment Principles and      
ii...............................       Risks                                                 
 
                                        Investment Principles and Risks                       
b...................................                                                          
 
                                        Who May Want to Invest; Investment Principles and     
c...................................    Risks                                                 
 
5a..................................    Charter                                               
 ..                                                                                            
 
   b                                    Cover Page: The Funds at a Glance; Charter; Doing     
i..............................         Business with Fidelity                                
 
                                        Charter                                               
ii..............................                                                              
 
                                        Expenses; Breakdown of Expenses                       
iii.............................                                                              
 
c................................       Charter                                               
 
  d................................     Charter; Breakdown of Expenses,                       
 
                                        Cover Page; Charter                                   
e....................................                                                         
 
                                        Expenses                                              
f....................................                                                         
 
 g   i..............................    Charter                                               
 
                                        *                                                     
ii...............................                                                             
 
5A.................................     Performance                                           
 .                                                                                             
 
6a                                      Charter                                               
i.................................                                                            
 
                                        How to Buy Shares; How to Sell Shares; Transaction    
ii................................      Details; Exchange Restrictions                        
 
                                        Charter                                               
iii................................                                                           
 
                                        Charter                                               
b..................................                                                           
 
                                        Transaction Details; Exchange Restrictions            
c..................................                                                           
 
                                        *                                                     
d..................................                                                           
 
                                        Doing Business with Fidelity; How to Buy Shares;      
e..................................     How to Sell Shares; Investor Services                 
 
    f,                                  Dividends, Capital Gains, and Taxes                   
g..............................                                                               
 
7                                       Cover Page; Charter                                   
a..................................                                                           
 
                                        Expenses; How to Buy Shares; Transaction Details      
b.................................                                                            
 
                                        *                                                     
c..................................                                                           
 
                                        How to Buy Shares                                     
d..................................                                                           
 
                                        *                                                     
e..................................                                                           
 
    f................................   Breakdown of Expenses                                 
 
8...................................    How to Sell Shares; Investor Services; Transaction    
 ...                                     Details; Exchange Restrictions                        
 
9...................................    *                                                     
 ...                                                                                           
 
</TABLE>
 
*  Not Applicable
FIDELITY VALUE FUND
CROSS REFERENCE SHEET
(continued)
FORM N-1A
ITEM NUMBER  STATEMENT OF ADDITIONAL INFORMATION SECTION
 
<TABLE>
<CAPTION>
<S>                                    <C>                                                
10,                                    Cover Page                                         
11.............................                                                           
 
12..................................   Description of the Trusts                          
 ..                                                                                        
 
13a -                                  Investment Policies and Limitations                
c............................                                                             
 
                                       Portfolio Transactions                             
d..................................                                                       
 
14a -                                  Trustees and Officers                              
c............................                                                             
 
15a ,                                  *                                                  
b.............................                                                            
 
                                       Trustees and Officers                              
c................................                                                         
 
16a                                    FMR, Portfolio Transactions                        
i................................                                                         
 
                                       Trustees and Officers                              
ii..............................                                                          
 
                                       Management Contracts                               
iii..............................                                                         
 
                                       Management Contracts                               
b.................................                                                        
 
     c,                                Contracts with FMR Affiliates                      
d.............................                                                            
 
     e...........................      *                                                  
 
     f...........................      Distribution and Service Plans                     
 
     g...........................      *                                                  
 
                                       Description of the Trusts                          
h.................................                                                        
 
                                       Contracts with FMR Affiliates                      
i.................................                                                        
 
17a -                                  Portfolio Transactions                             
c............................                                                             
 
                                       *                                                  
d,e..............................                                                         
 
18a................................    Description of the Trust                           
 ..                                                                                        
 
                                       *                                                  
b.................................                                                        
 
19a................................    Additional Purchase and Redemption Information     
 ..                                                                                        
 
                                       Additional Purchase and Redemption Information;    
b................................      Valuation                                          
 
                                       *                                                  
c.................................                                                        
 
20..................................   Distributions and Taxes                            
 ..                                                                                        
 
21a, b............................     Contracts with FMR Affiliates                      
 
                                       *                                                  
c.................................                                                        
 
22..................................   Performance                                        
 ..                                                                                        
 
23..................................   Financial Statements                               
 ..                                                                                        
 
</TABLE>
 
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its invest   ments, you can obtain a copy
of each fund's most recent financial repor    t and portfolio listing, or a
copy of the Statement of Additional    Information     (SAI) dated February
21, 1997. The SAI has been filed with the Securities and    Exchange
Commission (SEC) and is available along with other related materials on the
SEC's Internet Web site (http://www.sec.gov). The     SAI is incorporated
herein by reference (legally forms a part of the prospectus). For a free
copy of either document, call Fidelity at 1-800-544-8888.
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.
 
FIDELITY
TREND
FUND
(fund number 005, trading 
symbol FTRNX)
and
FIDELITY
VALUE
FUND
(fund number 039, trading 
symbol FVLX)
Trend and Value are growth funds. Each seeks to increase the value of your
investment over the long term by investing mainly in equity securities.
Trend Fund chooses investments based on company, industry, and market
trends. Value Fund chooses investments based on the value of a company's
assets or stock price.
LIKE ALL MUTUAL 
FUNDS, THESE 
SECURITIES HAVE NOT 
BEEN APPROVED OR 
DISAPPROVED BY THE 
SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION, NOR HAS 
THE SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION PASSED 
UPON THE ACCURACY 
OR ADEQUACY OF THIS 
PROSPECTUS. ANY 
REPRESENTATION TO 
THE CONTRARY IS A 
CRIMINAL OFFENSE.
TRE/VAL-pro-0297
PROSPECTUS
   FEBRUARY 21, 1997 (FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON,
MA 02109    
CONTENTS
 
 
KEY FACTS                   THE FUNDS AT A GLANCE                 
 
                            WHO MAY WANT TO INVEST                
 
                            EXPENSES Each fund's yearly           
                            operating expenses.                   
 
                            FINANCIAL HIGHLIGHTS A summary        
                            of each fund's financial data.        
 
                            PERFORMANCE How each fund has         
                            done over time.                       
 
THE FUNDS IN DETAIL         CHARTER How each fund is              
                            organized.                            
 
                            INVESTMENT PRINCIPLES AND RISKS       
                            Each fund's overall approach to       
                            investing.                            
 
                            BREAKDOWN OF EXPENSES How             
                            operating costs are calculated and    
                            what they include.                    
 
YOUR ACCOUNT                DOING BUSINESS WITH FIDELITY          
 
                            TYPES OF ACCOUNTS Different           
                            ways to set up your account,          
                            including tax-sheltered retirement    
                            plans.                                
 
                            HOW TO BUY SHARES Opening an          
                            account and making additional         
                            investments.                          
 
                            HOW TO SELL SHARES Taking money       
                            out and closing your account.         
 
                            INVESTOR SERVICES Services to         
                            help you manage your account.         
 
SHAREHOLDER AND             DIVIDENDS, CAPITAL GAINS,             
ACCOUNT POLICIES            AND TAXES                             
 
                            TRANSACTION DETAILS Share price       
                            calculations and the timing of        
                            purchases and redemptions.            
 
                            EXCHANGE RESTRICTIONS                 
 
   KEY FACTS    
 
 
THE FUNDS AT A GLANCE
TREND FUND
GOAL: Capital appreciation (increase in the value of a fund's shares).
STRATEGY: Invests mainly in equity securities of companies likely to
benefit from economic, financial, or market trends.
SIZE: As of December 31, 1996, the fund had over $   1.3     billion in
assets. 
VALUE FUND
GOAL: Capital appreciation (increase in the value of a fund's shares).
STRATEGY: Invests mainly in equity securities of companies that own
valuable assets or that FMR believes are undervalued in the marketplace.
SIZE: As of October 31, 1996, the fund had over $   6.9     billion in
assets.
As with any mutual fund, there is no assurance that a fund will achieve its
goal. 
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager. For Value Fund foreign affiliates of
FMR may help choose investments for the fund.
WHO MAY WANT TO INVEST
These funds may be appropriate for investors who are willing to ride out
stock market fluctuations in pursuit of potentially high long-term returns.
Trend Fund is designed for those who are looking for an investment approach
that combines fundamental research with an analysis of market and other
trends. Value Fund is designed for those who are looking for an investment
approach that focuses on under-valued or asset-rich companies. Both of
these strategies can lead to investments in smaller, less well-known
companies.
The value of the funds' investments will vary from day to day, and
generally reflect market conditions, interest rates, and other company,
political, or economic news both here and abroad. In the short-term, stock
prices can fluctuate dramatically in response to these factors. The
securities of small, less well-known companies may be more volatile than
those of larger companies. Over time, however, stocks have shown greater
growth potential than other types of securities. Investments in foreign
securities may involve risks in addition to those of U.S. investments,
including increased political and economic risk, as well as exposure to
currency fluctuations. When you sell your shares, they may be worth more or
less than what you paid for them. By themselves, the funds do not
constitute a balanced investment plan.
EXPENSES 
       SHAREHOLDER TRANSACTION EXPENSES    are charges you may pay when you
buy or sell shares of a fund. In addition, you may be charged an annual
account maintenance fee if your account balance falls below $2,500. See
"Transaction Details," page , for an explanation of how and when these
charges apply.    
Maximum sales charge on purchases      None    
and reinvested distributions                   
 
Deferred sales charge on redemptions   None    
 
Exchange fee                           None    
 
Annual account maintenance fee         $12.0   
(for accounts under $2,500)            0       
 
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee that varies based on its performance. It also
incurs other expenses for services such as maintaining shareholder records
and furnishing shareholder statements and financial reports. A fund's
expenses are factored into its share price or dividends and are not charged
directly to shareholder accounts (see page ).
   The following figures are based on historical expenses and are
calculated as a percentage of average net assets. A portion of the
brokerage commissions that certain of the funds pay is used to reduce fund
expenses. In addition, each fund has entered into arrangements with its
custodian and transfer agent whereby interest earned on uninvested cash
balances is used to reduce custodian and transfer agent expenses. Including
these reductions, the total operating expenses presented in the table would
have been .64% for Trend Fund and .88% for Value Fund.    
TREND FUND
Management fee                     .42    %   
 
12b-1 fee                       None          
 
Other expenses                     .24    %   
 
Total fund operating expenses      .66    %   
 
VALUE FUND
Management fee                     .65    %   
 
12b-1 fee                       None          
 
Other expenses                     .24    %   
 
Total fund operating expenses      .89    %   
 
EXAMPLES: Let's say, hypothetically, that each fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
TREND FUND 
After 1 year     $    7        
 
After 3 years    $    21       
 
After 5 years    $    37       
 
After 10 years   $    82       
 
VALUE FUND
After 1 year     $    9        
 
After 3 years    $    28       
 
After 5 years    $    49       
 
After 10 years   $    11       
                    0          
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow have been audited by Coopers &
Lybrand L.L.P. , independent accountants. The funds' financial highlights,
financial statements and reports of the auditor are included in the funds'
Annual Reports, and are incorporated by reference into (are legally a part
of) the funds' SAI. Contact Fidelity for a free copy of an annual report or
the SAI.
   TREND FUND    
 
 
 
<TABLE>
<CAPTION>
<S>               <C>    <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>       
   Selected Per-Share                                                                                                     
 Data and Ratios                                                                                                            
 
 Years ended      1996   1995        1994        1993E       1992B       1991        1990        1989        1988        1987       
 December 31                                                                                                                 
 
 Net asset value, $ 52.4 $ 50.9      $ 59.0      $ 54.2      $ 49.6      $ 38.2      $ 44.2      $ 37.4      $ 31.4      $ 39.8     
 beginning of     8      9           8           0           3           5           2           3           0           3          
 period                  
 
 Income from                                                                                                             
 Investment                                                                                                                  
 Operations                                                                                                                  
 
  Net investment  .62.D  .46         .20         .17         .58C        .66         .61         .85         .73         .67       
 income                                                                                                                   
 
  Net realized    8.18   10.71       (4.24)      10.04       7.66        12.99       (6.20)      10.79       6.88        (2.46)    
 and                                                                                                                         
 unrealized gain                                                                                                             
 (loss)                                                                                                                      
 
  Total from      8.80   11.17       (4.04)      10.21       8.24        13.65       (5.59)      11.64       7.61        (1.79)    
 investment                                                                                                               
  operations                                                                                                             
 
 Less                                                                                            
 Distributions                                                                                                          
 
  From net        (.45)  (.47)       (.21)       (.26)       (.44)       (.48)       (.24)       (.63)       (.52)       (.44)     
 investment                                                                                                              
  income                                                                                                                  
 
  In excess of    --     --          --          (.01)       --          --          --          --          --          --        
 net                                                                                                                        
 investment                                                                                                                 
 income                                                                                                                     
 
  From net        (4.02) (9.21)      (3.84)      (5.06)      (3.23)      (1.79)      (.14)       (4.22)      (1.06)      (6.20)    
 realized gain                                                                                                               
 
  Total           (4.47) (9.68)      (4.05)      (5.33)      (3.67)      (2.27)      (.38)       (4.85)      (1.58)      (6.64)    
 distributions                                                                                                              
 
 Net asset value  $ 56.8 $ 52.4      $ 50.9      $ 59.0      $ 54.2      $ 49.6      $ 38.2      $ 44.2      $ 37.4      $ 31.4     
 end of period    1      8           9           8           0           3           5           2           3           0          
 
 Total returnA    16.98  22.11       (6.70)      19.15       16.77       36.28       (12.66      31.65       24.33       (4.16)    
                  %      %           %           %           %           %           )%          %           %           %          
 
 Net assets, end  $ 1,33 $ 1,26      $ 1,19      $ 1,39      $ 1,11      $ 892       $ 702       $ 889       $ 702       $ 599      
 of period (In    2      8           3           3           5                                                                     
 millions)               
 
 Ratio of         .66%   .85%        1.04%       .93%        .56%        .53%        .61%        .58%        .47%        .49%      
 expenses to                                                                                                              
 average net                                                                                                                 
 assets                                                                                                                   
 
 Ratio of         .64%F  .82%F       1.04%       .92%F       .56%        .53%        .61%        .58%        .47%        .49%      
 expenses to                                                                                                            
 average net                                                                                                                 
 assets after                                                                                                                 
 expense                                                                                                                      
 reductions                                                                                                                 
 Ratio of net     1.77%  .82%        .39%        .43%        1.14%       1.43%       1.51%       1.76%       2.01%       1.49%     
 investment                                                                                                                 
 income to                                                                                                              
 average net                                                                                                                
 assets                                                                                                                      
 
 Portfolio        142%   186%        29%         50%         47%         57%         48%         67%         49%         128%      
 turnover rate                                                                                                               
 
 Average          $ .038                                                                      
 commission       4                                                                                              
 rateG                                                                                                                     
    
</TABLE>
 
   A     THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
   B     AS OF JANUARY 1, 1992 THE FUND DISCONTINUED THE USE OF
EQUALIZATION ACCOUNTING.
   C     NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
   D    INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND FROM
ADVO-SYSTEMS, INC. WHICH AMOUNTED TO $.28 PER SHARE.
   E     EFFECTIVE JANUARY 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
   F     FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
   G     FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND
IS REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED.  THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER. 
   VALUE FUND    
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>         <C>         <C>         <C>         <C>        <C>         <C>         <C>        <C>        <C>      
    Selected Per-Share                                                                                                    
 Data and Ratios                                                                                                        
 
 Years ended     1996        1995        1994G       1993        1992B      1991        1990        1989       1988       1987      
 October 31                                                                                                                  
 
 Net asset       $ 48.1      $ 44.7      $ 42.7      $ 33.4      $ 30.1     $ 23.6      $ 31.1      $ 27.1     $ 21.0     $ 26.4    
 value,          2           1           8           1           9          1           6           8          1          9         
 beginning of                                                                                                                
 period                                                                                                                   
 
 Income from                                                                                                               
 Investment                                                                                                                
 Operations                                                                                
 
  Net            .70C        .70C        .54C        .55C,E      .64C       .81         1.25D       .39J       1.08F      .26C      
 investment                                                                                                                  
  income                                                                                                                      
 
  Net realized   8.38        5.16        4.53        9.20        3.43       6.94        (5.65)      4.07       5.09       (3.23)    
 and                                                                                                                          
 unrealized gain                                                                                                             
 (loss)                                                                                                                    
 
  Total from     9.08        5.86        5.07        9.75        4.07       7.75        (4.40)      4.46       6.17       (2.97)    
  investment                                                                                                                 
 operations                                                                                                                
 
 Less                                                                                                                            
 Distributions                                                                                                            
 
  From net       (.48)       (.17)       (.34)       (.23)       (.85)      (1.17)      (.30)       (.48)      --         (.15)     
 investment                                                                                                              
  income                                                                                                               
 
  From net       (1.73)      (2.28)      (2.80)      (.15)       --         --          (2.85)      --         --         (2.36)    
 realized                                                                                                           
  gain           
 
  Total          (2.21)      (2.45)      (3.14)      (.38)       (.85)      (1.17)      (3.15)      (.48)      --         (2.51)    
 distributions                                                                                                           
 
 Net asset       $ 54.9      $ 48.1      $ 44.7      $ 42.7      $ 33.4     $ 30.1      $ 23.6      $ 31.1     $ 27.1     $ 21.0    
 value,          9           2           1           8           1          9           1           6          8          1         
 end of period                                                                                                         
 
 Total returnA   19.44       14.19       12.90       29.46       14.09      34.09       (16.00      16.76      29.37      (12.25 
                 %           %           %           %           %          %           )%          %          %          )%        
 
 Net assets,     $ 6,93      $ 5,06      $ 3,71      $ 1,62      $ 331      $ 124       $ 92        $ 139      $ 135      $ 92
 end of period   4           3           5           3                                                                              
 (In millions)                                                                                                      
 
 Ratio of        .89%        .97%        1.10%       1.12%       1.00%      .98%        1.06%       1.13%      1.11%      1.07%     
 expenses to      
 average net                                                                                                            
 assets                                                                                                                             
 
 Ratio of        .88%H       .96%H       1.08%       1.11%       1.00%      .98%        1.06%       1.13%      1.11%      1.07%     
 expenses to                             H           H                                              J                            
 average net                                                                                                                 
 assets after                                                                                                                
 expense                                                                                                                     
 reductions                                                                                                                 
 
 Ratio of net    1.34%       1.58%       1.29%       1.43%       2.01%      2.93%       4.55%       1.45%      4.74%      1.02%     
 investment                                                                                                                
 income to                                                                                                                  
 average net                                                                                                                
 assets                                                                                                                      
 
 Portfolio       112%        125%        112%        117%        81%        137%        165%        386%       480%       442%      
 turnover rate                                                                                                              
 
 Average         $ .035                                                                                                             
 commission      8                                                                                                          
 rateI                                                                                                                  
    
</TABLE>
 
   A    THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
   B     AS OF NOVEMBER 1, 1991 THE FUND DISCONTINUED THE USE OF
EQUALIZATION ACCOUNTING.
   C    NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
   D     INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.74 PER SHARE.
   E     INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND FROM
IMPERIAL CHEMICAL INDUSTRIES PLC ADR WHICH AMOUNTED TO $.11 PER SHARE.
   F    INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.75 PER SHARE.
   G     EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
   H     FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
   I     FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND
IS REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
   J     INCLUDES $.03 PER SHARE OF INTEREST EXPENSE FOR THE YEAR ENDED
OCTOBER 31, 1989. ALSO INCLUDES REIMBURSEMENT OF $.02 PER SHARE FROM
FIDELITY SERVICE CO. FOR ADJUSTMENTS TO PRIOR PERIODS' FEES.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
Trend Fund's fiscal year runs from January 1 through December 31. Value
Fund's fiscal year runs from November 1 through October 31. The tables
below show each fund's perfor   mance over past fiscal years compared to
different measures, including a comparative index and competitive funds
average. The chart on page  presents calendar-year performance.    
TREND FUND
Fiscal periods    Pas   Past    Past    
ended             t 1   5       10      
December 31,      yea   year    year    
1996              r     s       s       
 
Average            16.98           13.15           13.22       
annual                %               %               %        
total return                                                   
 
Cumulative         16.98           85.45           246.26       
total return          %               %               %         
 
S&P 500A       22.96           103.0           314.99       
                  %           9    %              %         
 
Lipper Growth        19.24           87.06           266.86       
Funds                   %               %               %         
Average A                                                         
 
VALUE FUND
Fiscal periods     Pas   Past    Past    
ended              t 1   5       10      
October 31, 1996   yea   year    year    
                   r     s       s       
 
Average            19.44                          13.00       
annual                %           17.86              %        
total return                          %                       
 
Cumulative         19.44           127.4           239.52       
total return          %           3    %              %         
 
S&P 500A       24.10           106.0           292.91       
                  %           2    %              %         
 
Lipper Capital        17.31           91.67           227.86       
Appreciation         %                   %               %         
Funds                                                              
Average A                                                          
 
A CUMULATIVE TOTAL RETURN
   
 
 
 
 
 
 
 
 
 
    
UNDERSTANDING
PERFORMANCE
Because these funds invest 
in stocks, their performance 
is related to that of the overall 
stock market. Historically, 
stock market performance 
has been characterized by 
volatility in the short run and 
growth in the long run. You 
can see these two 
characteristics reflected in the 
fund's performance; the 
year-by-year total returns on 
page         show that short-term 
returns can vary widely, while 
the returns in the mountain 
chart show long-term growth. 
(checkmark)
EXAMPLE: Let's say, hypothetically, that you had $10,000 invested in each
fund on December 31, 1986 for Trend Fund and October 31, 1986 for Value
Fund. The charts below show the growth in value of your $10,000 investment
in Trend Fund through December 31, 1996 and Value Fund through October 31,
1996.
TREND FUND
 Fiscal periods 1986 1991 
1996
Row: 1, Col: 1, Value: 10000.0
Row: 2, Col: 1, Value: 11200.1
Row: 3, Col: 1, Value: 11910.02
Row: 4, Col: 1, Value: 12073.59
Row: 5, Col: 1, Value: 11884.46
Row: 6, Col: 1, Value: 11756.67
Row: 7, Col: 1, Value: 12221.83
Row: 8, Col: 1, Value: 12988.57
Row: 9, Col: 1, Value: 13392.38
Row: 10, Col: 1, Value: 13060.13
Row: 11, Col: 1, Value: 9198.32
Row: 12, Col: 1, Value: 8679.49
Row: 13, Col: 1, Value: 9584.18
Row: 14, Col: 1, Value: 10063.39
Row: 15, Col: 1, Value: 10875.29
Row: 16, Col: 1, Value: 11009.59
Row: 17, Col: 1, Value: 11342.29
Row: 18, Col: 1, Value: 11098.11
Row: 19, Col: 1, Value: 11906.97
Row: 20, Col: 1, Value: 11751.3
Row: 21, Col: 1, Value: 11385.02
Row: 22, Col: 1, Value: 11659.73
Row: 23, Col: 1, Value: 11723.83
Row: 24, Col: 1, Value: 11406.39
Row: 25, Col: 1, Value: 11915.76
Row: 26, Col: 1, Value: 12851.7
Row: 27, Col: 1, Value: 12829.55
Row: 28, Col: 1, Value: 13185.93
Row: 29, Col: 1, Value: 13978.94
Row: 30, Col: 1, Value: 14637.12
Row: 31, Col: 1, Value: 14457.32
Row: 32, Col: 1, Value: 15385.19
Row: 33, Col: 1, Value: 15969.51
Row: 34, Col: 1, Value: 16046.57
Row: 35, Col: 1, Value: 15137.97
Row: 36, Col: 1, Value: 15320.97
Row: 37, Col: 1, Value: 15687.37
Row: 38, Col: 1, Value: 14332.19
Row: 39, Col: 1, Value: 14686.64
Row: 40, Col: 1, Value: 14950.04
Row: 41, Col: 1, Value: 14223.9
Row: 42, Col: 1, Value: 15572.96
Row: 43, Col: 1, Value: 15597.88
Row: 44, Col: 1, Value: 15288.2
Row: 45, Col: 1, Value: 13764.72
Row: 46, Col: 1, Value: 12711.1
Row: 47, Col: 1, Value: 12173.61
Row: 48, Col: 1, Value: 13262.83
Row: 49, Col: 1, Value: 13701.39
Row: 50, Col: 1, Value: 14561.09
Row: 51, Col: 1, Value: 15857.79
Row: 52, Col: 1, Value: 16212.42
Row: 53, Col: 1, Value: 16377.19
Row: 54, Col: 1, Value: 17143.75
Row: 55, Col: 1, Value: 15936.6
Row: 56, Col: 1, Value: 17039.87
Row: 57, Col: 1, Value: 17455.39
Row: 58, Col: 1, Value: 17340.77
Row: 59, Col: 1, Value: 17523.45
Row: 60, Col: 1, Value: 16520.47
Row: 61, Col: 1, Value: 18671.79
Row: 62, Col: 1, Value: 18788.42
Row: 63, Col: 1, Value: 19237.44
Row: 64, Col: 1, Value: 18612.48
Row: 65, Col: 1, Value: 18502.64
Row: 66, Col: 1, Value: 18957.16
Row: 67, Col: 1, Value: 18525.36
Row: 68, Col: 1, Value: 19566.97
Row: 69, Col: 1, Value: 19256.38
Row: 70, Col: 1, Value: 19544.24
Row: 71, Col: 1, Value: 20010.12
Row: 72, Col: 1, Value: 21188.08
Row: 73, Col: 1, Value: 21803.48
Row: 74, Col: 1, Value: 22326.44
Row: 75, Col: 1, Value: 22195.81
Row: 76, Col: 1, Value: 23127.36
Row: 77, Col: 1, Value: 22276.47
Row: 78, Col: 1, Value: 23486.27
Row: 79, Col: 1, Value: 23917.76
Row: 80, Col: 1, Value: 23853.24
Row: 81, Col: 1, Value: 25103.37
Row: 82, Col: 1, Value: 25651.81
Row: 83, Col: 1, Value: 26119.6
Row: 84, Col: 1, Value: 24909.8
Row: 85, Col: 1, Value: 25978.48
Row: 86, Col: 1, Value: 27011.81
Row: 87, Col: 1, Value: 26066.42
Row: 88, Col: 1, Value: 24377.91
Row: 89, Col: 1, Value: 24514.22
Row: 90, Col: 1, Value: 24566.98
Row: 91, Col: 1, Value: 23881.03
Row: 92, Col: 1, Value: 24523.01
Row: 93, Col: 1, Value: 25938.9
Row: 94, Col: 1, Value: 25380.46
Row: 95, Col: 1, Value: 25494.79
Row: 96, Col: 1, Value: 24092.09
Row: 97, Col: 1, Value: 24238.73
Row: 98, Col: 1, Value: 24034.33
Row: 99, Col: 1, Value: 24823.43
Row: 100, Col: 1, Value: 25203.72
Row: 101, Col: 1, Value: 25565.0
Row: 102, Col: 1, Value: 26121.17
Row: 103, Col: 1, Value: 26943.55
Row: 104, Col: 1, Value: 28255.55
Row: 105, Col: 1, Value: 29020.88
Row: 106, Col: 1, Value: 29914.56
Row: 107, Col: 1, Value: 29158.74
Row: 108, Col: 1, Value: 30076.19
Row: 109, Col: 1, Value: 29599.06
Row: 110, Col: 1, Value: 30196.91
Row: 111, Col: 1, Value: 31197.02
Row: 112, Col: 1, Value: 31179.91
Row: 113, Col: 1, Value: 32012.59
Row: 114, Col: 1, Value: 32896.6
Row: 115, Col: 1, Value: 32063.92
Row: 116, Col: 1, Value: 30233.16
Row: 117, Col: 1, Value: 30940.37
Row: 118, Col: 1, Value: 32799.65
Row: 119, Col: 1, Value: 32446.04
Row: 120, Col: 1, Value: 34693.14
Row: 121, Col: 1, Value: 34626.0
$
$34,626
VALUE FUND
 Fiscal periods 1986 1991 
1996
Row: 1, Col: 1, Value: 10000.0
Row: 2, Col: 1, Value: 9882.969999999999
Row: 3, Col: 1, Value: 9424.879999999999
Row: 4, Col: 1, Value: 10073.86
Row: 5, Col: 1, Value: 10487.34
Row: 6, Col: 1, Value: 10554.16
Row: 7, Col: 1, Value: 10382.93
Row: 8, Col: 1, Value: 10637.7
Row: 9, Col: 1, Value: 10992.7
Row: 10, Col: 1, Value: 11886.49
Row: 11, Col: 1, Value: 11669.31
Row: 12, Col: 1, Value: 11727.78
Row: 13, Col: 1, Value: 8774.949999999999
Row: 14, Col: 1, Value: 8115.05
Row: 15, Col: 1, Value: 8616.240000000002
Row: 16, Col: 1, Value: 8942.01
Row: 17, Col: 1, Value: 9768.969999999999
Row: 18, Col: 1, Value: 9706.32
Row: 19, Col: 1, Value: 9681.26
Row: 20, Col: 1, Value: 9660.379999999999
Row: 21, Col: 1, Value: 10069.68
Row: 22, Col: 1, Value: 10111.45
Row: 23, Col: 1, Value: 9998.68
Row: 24, Col: 1, Value: 10725.4
Row: 25, Col: 1, Value: 11351.89
Row: 26, Col: 1, Value: 10875.76
Row: 27, Col: 1, Value: 11119.0
Row: 28, Col: 1, Value: 11557.13
Row: 29, Col: 1, Value: 11293.4
Row: 30, Col: 1, Value: 11774.06
Row: 31, Col: 1, Value: 12420.61
Row: 32, Col: 1, Value: 12820.46
Row: 33, Col: 1, Value: 13190.52
Row: 34, Col: 1, Value: 14419.82
Row: 35, Col: 1, Value: 14475.12
Row: 36, Col: 1, Value: 14202.89
Row: 37, Col: 1, Value: 13254.33
Row: 38, Col: 1, Value: 13577.6
Row: 39, Col: 1, Value: 13670.26
Row: 40, Col: 1, Value: 12434.8
Row: 41, Col: 1, Value: 12505.53
Row: 42, Col: 1, Value: 12783.74
Row: 43, Col: 1, Value: 12675.29
Row: 44, Col: 1, Value: 13495.79
Row: 45, Col: 1, Value: 13085.54
Row: 46, Col: 1, Value: 12962.93
Row: 47, Col: 1, Value: 11826.5
Row: 48, Col: 1, Value: 11387.95
Row: 49, Col: 1, Value: 11133.32
Row: 50, Col: 1, Value: 11637.87
Row: 51, Col: 1, Value: 11917.47
Row: 52, Col: 1, Value: 12550.43
Row: 53, Col: 1, Value: 13307.01
Row: 54, Col: 1, Value: 13569.1
Row: 55, Col: 1, Value: 13747.12
Row: 56, Col: 1, Value: 14513.6
Row: 57, Col: 1, Value: 13841.07
Row: 58, Col: 1, Value: 14518.54
Row: 59, Col: 1, Value: 14869.64
Row: 60, Col: 1, Value: 14755.9
Row: 61, Col: 1, Value: 14928.98
Row: 62, Col: 1, Value: 14078.43
Row: 63, Col: 1, Value: 15039.32
Row: 64, Col: 1, Value: 15661.29
Row: 65, Col: 1, Value: 16273.06
Row: 66, Col: 1, Value: 16135.41
Row: 67, Col: 1, Value: 16589.14
Row: 68, Col: 1, Value: 16757.37
Row: 69, Col: 1, Value: 16538.16
Row: 70, Col: 1, Value: 17063.26
Row: 71, Col: 1, Value: 16665.61
Row: 72, Col: 1, Value: 16961.3
Row: 73, Col: 1, Value: 17032.67
Row: 74, Col: 1, Value: 17782.09
Row: 75, Col: 1, Value: 18220.2
Row: 76, Col: 1, Value: 18720.16
Row: 77, Col: 1, Value: 18818.09
Row: 78, Col: 1, Value: 19740.69
Row: 79, Col: 1, Value: 19848.93
Row: 80, Col: 1, Value: 20261.27
Row: 81, Col: 1, Value: 20261.27
Row: 82, Col: 1, Value: 20694.23
Row: 83, Col: 1, Value: 21415.82
Row: 84, Col: 1, Value: 21405.51
Row: 85, Col: 1, Value: 22049.79
Row: 86, Col: 1, Value: 21601.37
Row: 87, Col: 1, Value: 22399.38
Row: 88, Col: 1, Value: 23563.06
Row: 89, Col: 1, Value: 23351.48
Row: 90, Col: 1, Value: 22432.79
Row: 91, Col: 1, Value: 22950.6
Row: 92, Col: 1, Value: 23284.67
Row: 93, Col: 1, Value: 23262.4
Row: 94, Col: 1, Value: 23986.21
Row: 95, Col: 1, Value: 24838.09
Row: 96, Col: 1, Value: 24476.18
Row: 97, Col: 1, Value: 24893.77
Row: 98, Col: 1, Value: 23774.64
Row: 99, Col: 1, Value: 24108.17
Row: 100, Col: 1, Value: 23830.52
Row: 101, Col: 1, Value: 24545.32
Row: 102, Col: 1, Value: 25260.12
Row: 103, Col: 1, Value: 25833.14
Row: 104, Col: 1, Value: 26406.15
Row: 105, Col: 1, Value: 26713.34
Row: 106, Col: 1, Value: 27770.77
Row: 107, Col: 1, Value: 28083.86
Row: 108, Col: 1, Value: 29023.14
Row: 109, Col: 1, Value: 28426.49
Row: 110, Col: 1, Value: 29690.68
Row: 111, Col: 1, Value: 30649.17
Row: 112, Col: 1, Value: 31476.53
Row: 113, Col: 1, Value: 31581.49
Row: 114, Col: 1, Value: 32371.8
Row: 115, Col: 1, Value: 33223.85000000001
Row: 116, Col: 1, Value: 33674.57
Row: 117, Col: 1, Value: 33384.38
Row: 118, Col: 1, Value: 31686.45
Row: 119, Col: 1, Value: 32847.21999999999
Row: 120, Col: 1, Value: 33686.92
Row: 121, Col: 1, Value: 33946.24
$
$33,952
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given period,
assuming reinvestment of any dividends and capital gains. A CUMULATIVE
TOTAL RETURN reflects actual performance over a stated period of time. An
AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as
actual year-by-year results. 
STANDARD & POOR'S 500 INDEX (S&P 500(registered trademark)) is a widely
recognized, unmanaged index of common stocks. 
   Unlike each fund's returns, the total returns of each comparative index
do not include the effect of any brokerage commissions, transaction fees,
or other costs of investing.    
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. Government.
   THE COMPETITIVE FUNDS AVERAGES are the Lipper Growth Funds Average for
Trend Fund and the Lipper Capital Appreciation Funds Average for Value
Fund, which currently reflect the performance of over 669 and 184 mutual
funds with similar investment objectives, respectively. These averages,
published by Lipper Analytical Services, Inc., exclude the effect of sales
charges.    
Other illustrations of fund performance may show moving averages over
specified periods.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.   
YEAR-BY-YEAR TOTAL RETURNS    
Calendar years 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
   TREND FUND     -4.16% 24.33% 31.65% -12.66% 36.28% 16.77% 19.15% -6.70% 
22.11% 16.98%
S&P 500 5.10% 16.61% 31.69% -3.10% 30.47% 7.62% 10.08% 1.32% 37.5
8% 22.96%
Lipper  Growth Funds Average 3.08% 14.79% 26.91% -4.49% 36.70% 8.08% 10.63%
- -2.1
7% 30.79% 19.24%
Consumer Price Index 4.43% 4.42% 4.65% 6.11% 3.06% 2.90% 2.75% 2.67% 2.54%
3.32
%
   Percentage (%)    
Row: 1, Col: 1, Value: -4.159999999999999
Row: 2, Col: 1, Value: 24.33
Row: 3, Col: 1, Value: 31.65
Row: 4, Col: 1, Value: -12.66
Row: 5, Col: 1, Value: 36.28
Row: 6, Col: 1, Value: 16.77
Row: 7, Col: 1, Value: 19.15
Row: 8, Col: 1, Value: -6.7
Row: 9, Col: 1, Value: 22.11
Row: 10, Col: 1, Value: 16.98
   (LARGE SOLID BOX) Trend Fund
YEAR-BY-YEAR TOTAL RETURNS    
Calendar years 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
   VALUE FUND     -8.58% 29.05% 22.95% -12.82% 26.20% 21.15% 22.94% 7.63% 
27.13% 16.85%
S&P 500 5.10% 16.61% 31.69% -3.10% 30.47% 7.62% 10.08% 1.32% 37.5
8% 22.96%
Lipper Capital Appreciation  
Funds Average -0.03% 14.09% 26.60% -8.24% 39.91% 8.78% 15.68% -3.38% 30.
34% 16.31%
Consumer Price Index 4.43% 4.42% 4.65% 6.11% 3.06% 2.90% 2.75% 2.67% 2.54%
3.32
%
   Percentage (%)    
Row: 1, Col: 1, Value: -8.58
Row: 2, Col: 1, Value: 29.05
Row: 3, Col: 1, Value: 22.95
Row: 4, Col: 1, Value: -12.82
Row: 5, Col: 1, Value: 26.2
Row: 6, Col: 1, Value: 21.15
Row: 7, Col: 1, Value: 22.94
Row: 8, Col: 1, Value: 7.63
Row: 9, Col: 1, Value: 27.13
Row: 10, Col: 1, Value: 16.85
   (LARGE SOLID BOX) Value Fund    
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF FUTURE
PERFORMANCE.
THE FUNDS IN DETAIL
 
 
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Fidelity Trend Fund is a
diversified fund of Fidelity Trend Fund and Fidelity Value Fund is a
diversified fund of Fidelity Capital Trust. Both trusts are open-end
management investment companies. Fidelity Trend Fund was organized as a
Massachusetts business trust on September 18, 1984. Fidelity Capital Trust
was organized as a Massachusetts business trust on May 31, 1978. There is a
remote possibility that one fund might become liable for a misstatement in
the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. For Trend Fund you are
entitled to one vote for each share you own. For shareholders of Value
Fund, the number of votes you are entitled to is based upon the dollar
value of your investment.
FMR AND ITS AFFILIATES
The funds are managed by FMR, which chooses their investments and handles
their business affairs. Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, and Fidelity Management & Research (Far East)
Inc. (FMR Far East), in Tokyo, Japan, assist FMR with foreign investments.
   Arieh Coll is manager of Trend, which he has managed since January 1997.
Previously, he managed several other Fidelity funds. Since joining Fidelity
in 1989, Mr. Coll has worked as an analyst and manager.
Richard Fentin is manager and vice president of Value, which he has managed
since March 1996. Previously, he managed Puritan. Mr. Fentin joined
Fidelity in 1979.    
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Company, Inc. (FSC) performs transfer
agent servicing func   tions for shares of each fund.    
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR Far
East. Members of the Edward C. Johnson 3d family are the predominant owners
of a class of shares of common stock representing approximately 49% of the
voting power of FMR Corp. Under the Investment Company Act of 1940 (the
1940 Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
   A broker-dealer may use a portion of the commissions paid by the funds
to reduce custodian or transfer agent fees for the funds. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
a fund's transactions, provided that the fund receives brokerage services
and commission rates comparable to those of other broker-dealers.     
INVESTMENT PRINCIPLES AND RISKS
EACH FUND'S INVESTMENT APPROACH
TREND FUND SEEKS CAPITAL APPRECIATION by investing mainly in equity
securities of well-known and established companies as well as smaller, less
well-known companies.
When selecting the fund's investments, FMR examines the momentum of
earnings and price trends of companies, industries, and the market. FMR
also analyzes the fundamental values of companies and industries. Depending
on FMR's analysis, the fund may purchase any type of domestic or foreign
security in any amount. For example, the fund may be heavily invested in
"cyclical" industries, such as capital goods companies, or in "defensive"
industries, such as utilities and food companies. This flexibility allows
the fund to respond to trends among industries or to changes in a company's
earnings and assets. Trend Fund may also purchase securities for the short
term when FMR believes doing so will benefit shareholders and is consistent
with sound investment procedure.
VALUE FUND SEEKS CAPITAL APPRECIATION by investing mainly in equity
securities of companies that possess valuable assets, or that FMR believes
are undervalued in the marketplace. The fund invests primarily in stocks
and convertible securities, but may invest in other types of securities as
well.
Valuable assets may include equipment, natural resources, or real estate.
Many intangible assets such as franchises, trademarks, and transportation
routes can also add to a company's value. When determining whether a
company is undervalued, FMR considers assets, earnings, growth potential,
and other factors. A company may be undervalued in relation to the market
in general or in its potential for growth of earnings and book value. A
company may also be undervalued if it has the potential for sharply
improved earnings or if it recently changed management or control.
The value of the funds' domestic and foreign investments varies in response
to many factors. Stock values fluctuate in response to the activities of
individual companies, and general market and economic conditions.
Investments in foreign securities may involve risks in addition to those of
U.S. investments, including increased political and economic risk, as well
as exposure to currency fluctuations.
FMR may use various investment techniques to hedge a portion of the funds'
risks, but there is no guarantee that these strategies will work as FMR
intends. Also, as mutual funds, each fund seeks to spread investment risk
by diversifying its holdings among many companies and industries. Of
course, when you sell your shares of a fund, they may be worth more or less
than what you paid for them.
FMR normally invests each fund's assets according to its investment
strategy. Each fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about each fund's investments are contained in the funds' SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Fund holdings and recent investment strategies are detailed in each fund's
financial reports, which are sent to shareholders twice a year. For a free
SAI or financial report, call 1-800-544-8888. 
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of total assets, each fund may not
purchase more than 10% of the outstanding voting securities of a single
issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities, loans, and other direct debt have varying degrees of quality
and varying levels of sensitivity to changes in interest rates. Longer-term
bonds are generally more sensitive to interest rate changes than short-term
bonds.
Lower-quality debt securities (sometimes called "junk bonds") are
considered to have speculative characteristics, and involve greater risk of
default or price changes due to changes in the issuer's creditworthiness,
or they may already be in default. The market prices of these securities
may fluctuate more than higher-quality securities and may decline
significantly in periods of general economic difficulty.
The following tables on pages  and  provide a summary of ratings assigned
to debt holdings (not including money market instruments) in the funds'
portfolios. These figures are dollar-weighted averages of month-end
portfolio holdings during the fiscal year ended 1996, and are presented as
a percentage of total security investments. These percentages are
historical and do not necessarily indicate a fund's current or future debt
holdings.
RESTRICTIONS: Purchase of a debt security is consistent with a fund's debt
quality policy if it is rated at or above the stated level by Moody's or
rated in the equivalent categories by S&P, or is unrated but judged to be
of equivalent quality by FMR. Each fund currently intends to limit its
investments in lower than Baa-quality debt securities to less than 35% of
its assets.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign debt securities may be unwilling to pay
interest and repay principal when due and may require that the conditions
for payment be renegotiated. All of these factors can make foreign
investments, especially those in developing countries, more volatile than
U.S. investments.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities. 
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with a
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of a fund and may involve a small investment of
cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
 TREND FUND
 MOODY'S INVESTORS 
  SERVICE STANDARD & POOR'S
 (AS A % OF INVESTMENTS) (AS A % OF 
INVESTMENTS)
 Rating  Average  Rating  Average 
INVESTMENT GRADE*    
Highest quality Aaa 0.0% AAA 0.0%
High quality Aa 0.0% AA 0.0%
Upper-medium grade A 0.0% A 0.0%
Medium grade Baa 0.0% BBB 0.0%
LOWER QUALITY*    
Moderately speculative Ba 0.0% BB 0.0%
Speculative B 0.0% B 0.0%
Highly speculative Caa 0.0% CCC 0.0%
Poor quality Ca 0.0% CC 0.0%
Lowest quality, no interest C  C 
In default, in arrears --  D 0.0%
  0.0%  0.0%
 (AS A % OF INVESTMENTS)
SECURITIES NOT RATED BY MOODY'S OR S&P(dagger) 
Investment Grade (double dagger) 0.00%
Lower Quality (double dagger) 0.01%
Total 0.01%
* FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE 
SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT.
(dagger) THE DOLLAR-WEIGHTED AVERAGE PERCENTAGES REFLECTED IN THE TABLE MAY 
INCLUDE SECURITIES RATED BY OTHER NATIONALLY RECOGNIZED RATING SERVICES, AS 
WELL AS UNRATED SECURITIES.
(double dagger) AS DETERMINED BY FMR
       
 VALUE FUND
 MOODY'S INVESTORS 
  SERVICE STANDARD & POOR'S
 (AS A % OF INVESTMENTS) (AS A % OF 
INVESTMENTS)
 Rating  Average  Rating  Average 
INVESTMENT GRADE*    
Highest quality Aaa 1.8% AAA 1.8%
High quality Aa 0.0% AA 0.0%
Upper-medium grade A 0.0% A 0.0%
Medium grade Baa 0.0% BBB 0.0%
LOWER QUALITY*    
Moderately speculative Ba 0.1% BB 0.1%
Speculative B 0.0% B 0.0%
Highly speculative Caa 0.0% CCC 0.0%
Poor quality Ca 0.0% CC 0.0%
Lowest quality, no interest C  C 
In default, in arrears --  D 0.0%
  1.9%  1.9%
 (AS A % OF INVESTMENTS)
SECURITIES NOT RATED BY MOODY'S OR S&P(dagger) 
Investment Grade (double dagger) 0.0%
Lower Quality (double dagger) 0.1%
Total 0.1%
* FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE 
SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT.
(dagger) THE DOLLAR-WEIGHTED AVERAGE PERCENTAGES REFLECTED IN THE TABLE MAY 
INCLUDE SECURITIES RATED BY OTHER NATIONALLY RECOGNIZED RATING SERVICES, AS 
WELL AS UNRATED SECURITIES.
(double dagger) AS DETERMINED BY FMR
       
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for a fund, or there may be a requirement
that the fund supply additional cash to a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities and some other securities may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund.
RESTRICTIONS: A fund may not purchase a security if, as a result, more than
10% of its assets would be invested in illiquid securities. 
OTHER INSTRUMENTS may include securities of closed-end investment companies
and real estate-related instruments.
   CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to funds
and accounts managed by FMR or its affiliates, whose goal is to seek a high
level of current income while maintaining a stable $1.00 share price. A
major change in interest rates or a default on the money market fund's
investments could cause its share price to change.    
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry. 
RESTRICTIONS: With respect to 75% of its total assets,    each     fund may
not purchase a security if, as a result, more than 5% would be invested in
the securities of any issuer. A fund may not invest more than 25% of its
total assets in any one industry. These limitations do not apply to U.S.
Government securities.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
LENDING securities to broker-dealers and institutions, including Fidelity
Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a means of earning
income. This practice could result in a loss or a delay in recovering a
fund's securities. A fund may also lend money to other funds advised by
FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval. 
TREND FUND seeks growth of capital by investing in securities of well-known
and established companies as well as smaller, less well-known companies.
FMR seeks to take advantage of trends in security values reflecting changes
in general and particular economic and financial conditions. Purchases and
sales of securities for the fund are based on FMR's study of momentum in
trends of individual company, industry, and general market security prices
and earnings, and on a fundamental analysis of the particular company and
its industry. Securities may be purchased for the short term when FMR
believes doing so will benefit shareholders and is consistent with sound
investment procedure. There is no restriction as to the type of security
that may be purchased, and the fund may invest substantially in cyclical or
defensive industries.
VALUE FUND seeks capital appreciation by investing in securities of
companies that possess valuable fixed assets, or that FMR believes are
undervalued in the marketplace in relation to factors such as the issuing
company's assets, earnings, or growth potential. Such companies will
generally have one or more of the following attributes: (1) valuable fixed
assets; (2) valuable consumer or commercial franchises or potentially
valuable transportation routes; (3) selling at low market valuations of
assets relative to the securities market in general, or companies that may
currently be earning a very low return on assets but which have the
potential to earn higher returns if conditions in the industry improve; (4)
are undervalued in relation to their potential for growth in earnings,
dividends, and book value; or (5) have recently changed management or
control and have the potential for a "turnaround" in earnings. The fund
expects to invest primarily in stocks and convertible securities, but it
may also invest in debt obligations consistent with its objective.
With respect to 75% of its total assets, each of the funds may not purchase
a security if, as a result, more than 5% would be invested in the
securities of any issuer and may not purchase more than 10% of the
outstanding voting securities of a single issuer. 
Each fund may not invest more than 25% of its total assets in any one
industry.
Each fund may borrow only for temporary or emergency purposes, but not in
an amount exceeding 33% of its total assets.
Loans, in the aggregate, may not exceed 33% of a fund's total assets.
BREAKDOWN OF EXPENSES 
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its share
price or dividends; they are neither billed directly to shareholders nor
deducted from shareholder accounts. 
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. Each fund also pays OTHER EXPENSES, which
are explained on page .
FMR may, from time to time, agree to reimburse the funds for management
fees and other expenses above a specified limit. FMR retains the ability to
be repaid by a fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The amount of
the fee is determined by taking a BASIC FEE and then applying a PERFORMANCE
ADJUSTMENT. The performance adjustment either increases or decreases the
management fee, depending on how well a fund has performed relative to the
S&P 500. 
Manage   =   Ba    +/-   Performa   
ment         sic         nce        
fee          fee         adjustme   
                         nt         
 
THE BASIC FEE (calculated monthly) is calculated by adding a group fee rate
to an individual fund fee rate, and multiplying the result by a fund's
average net assets. The group fee rate is based on the average net assets
of all the mutual funds advised by FMR. This rate cannot rise above .52%,
and it drops as total assets under management increase.
For October 1996, and December 1996, the group fee rate was .3037% and
 .302   1    % respectively. Each fund's individual fund fee rate is .30%.
The basic fee rate for the fiscal year ended 1996 was .602   1    % for
Trend Fund and .6037% for Value Fund.
THE PERFORMANCE ADJUSTMENT rate is calculated monthly by comparing each
fund's performance to that of the S&P 500 over the most recent 36-month
period. The difference is translated into a dollar amount that is added to
or subtracted from the basic fee. The maximum annualized performance
adjustment rate is " .20%. 
The total management fee rate for the fiscal year ended 1996 was
 .4   2    % for Trend Fund and .65% for Value Fund. 
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
UNDERSTANDING THE
MANAGEMENT FEE
The basic fee FMR receives 
is designed to be responsive 
to changes in FMR's total 
assets under management. 
Building this variable into the 
fee calculation assures 
shareholders that they will 
pay a lower rate as FMR's 
assets under management 
increase.
Another variable, the 
performance adjustment, 
rewards FMR when the fund 
outperforms the S&P 500 (an 
established index of stock 
market performance) and 
reduces FMR's fee when the 
fund underperforms this 
index.
(checkmark)
For Value Fund the sub-advisers may also provide investment management
services. In return, FMR pays FMR U.K. and FMR Far East a fee equal to 50%
of its management fee rate with respect to a fund's investments that the
sub-adviser manages on a discretionary basis.
OTHER EXPENSES 
While the management fee is a significant component of the funds' annual
operating costs, the funds have other expenses as well. 
The funds contract with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing each fund's investments, and handling securities loans. For the
fiscal year ended 1996, Trend Fund and Value Fund paid FSC fees equal to
   .22    % and    .23    %, respectively, of average net assets. 
The funds also pay other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. A broker-dealer may use a portion of the
commissions paid by a fund to reduce the fund's custodian or transfer agent
fees.
Each fund has adopted a Distribution and Service Plan. These plans
recognize that FMR may use its resources, including management fees, to pay
expenses associated with the sale of fund shares. This may include payments
to third parties, such as banks or broker-dealers, that provide shareholder
support services or engage in the sale of the fund's shares. It is
important to note, however, that the funds do not pay FMR any separate fees
for this service.
For the fiscal year ended 1996, the portfolio turnover rates for Trend Fund
and Value Fund were    142    % and    112    %, respectively. These rates
vary from year to year.  High turnover rates increase transaction costs and
may increase taxable capital gains. FMR considers these effects when
evaluating the anticipated benefits of short-term investing.
   YOUR ACCOUNT    
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, FBSI. Fidelity is also a leader
in providing tax-sheltered retirement plans for individuals investing on
their own or through their employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country. 
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over    80     walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in a fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in a fund through a brokerage account. 
       You may purchase or sell shares of the    funds through an
investment professional, including a broker, who may charge you a
transaction fee for this service. If you invest through FBSI, another
financial institution, or an investment professional, read their program
materials for any special provisions, additional service features or fees
that may apply to your investment in a fund. Certain features of the fund,
such as the minimum initial or subsequent     investment amounts, may be
modified.       
The different ways to set up (register) your account with Fidelity are
listed in the table    on the right.    
The account guidelines that follow may not apply to certain retirement
accounts. If you are investing through a retirement account or if your
employer offers the funds through a retirement program, you may be subject
to additional fees. For more information, please refer to your program
materials, contact your employer, or call your retirement benefits number
or Fidelity directly, as appropriate.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual 
funds: over    225    
(solid bullet) Assets in Fidelity mutual 
funds: over $   432     billion
(solid bullet) Number of shareholder 
accounts: over    29     million
(solid bullet) Number of investment 
analysts and portfolio 
managers: over    270    
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT 
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums. 
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans. 
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year. 
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements. 
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations. 
(solid bullet) 401(K) PROGRAMS allow employees of corporations of all sizes
to contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
EACH FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. Each fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
   MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
For Fidelity  IRA, Rollover IRA, SEP-IRA
and Keogh  accounts  $500
TO ADD TO AN ACCOUNT  $250
For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh  accounts $250
Through regular investment plans* $100
MINIMUM BALANCE $2,000
For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh  accounts $500
* FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
INVESTOR SERVICES, PAGE 27.
These minimums may vary for investments through Fidelity Portfolio Advisory
Services. There is no minimum account balance or initial or subsequent
investment minimums for certain retirement accounts funded through salary
reduction, or accounts opened with the proceeds of distributions from such
Fidelity retirement accounts. Refer to the program materials for
details.    
 
<TABLE>
<CAPTION>
<S>                                   <C>                                           <C>                                           
                                      TO OPEN AN ACCOUNT                            TO ADD TO AN ACCOUNT                          
 
Phone 1-800-544-777 (phone_graphic)   (small solid bullet) Exchange from another    (small solid bullet) Exchange from another    
                                      Fidelity fund account                         Fidelity fund account                         
                                      with the same                                 with the same                                 
                                      registration, including                       registration, including                       
                                      name, address, and                            name, address, and                            
                                      taxpayer ID number.                           taxpayer ID number.                           
                                                                                    (small solid bullet) Use Fidelity Money       
                                                                                    Line to transfer from                         
                                                                                    your bank account. Call                       
                                                                                    before your first use to                      
                                                                                    verify that this service                      
                                                                                    is in place on your                           
                                                                                    account. Maximum                              
                                                                                    Money Line: $50,000.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                           <C>                                            
Mail (mail_graphic)   (small solid bullet) Complete and sign the    (small solid bullet) Make your check           
                      application. Make your                        payable to the complete                        
                      check payable to the                          name of the fund.                              
                      complete name of the                          Indicate your fund                             
                      fund of your choice.                          account number on                              
                      Mail to the address                           your check and mail to                         
                      indicated on the                              the address printed on                         
                      application.                                  your account statement.                        
                                                                    (small solid bullet) Exchange by mail: call    
                                                                    1-800-544-6666 for                             
                                                                    instructions.                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                        <C>                                            <C>                                           
In Person (hand_graphic)   (small solid bullet) Bring your application    (small solid bullet) Bring your check to a    
                           and check to a Fidelity                        Fidelity Investor Center.                     
                           Investor Center. Call                          Call 1-800-544-9797 for                       
                           1-800-544-9797 for the                         the center nearest you.                       
                           center nearest you.                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                             <C>                                       
Wire (wire_graphic)   (small solid bullet) Call 1-800-544-7777 to     (small solid bullet) Not available for    
                      set up your account                             retirement accounts.                      
                      and to arrange a wire                           (small solid bullet) Wire to:             
                      transaction. Not                                Bankers Trust                             
                      available for retirement                        Company,                                  
                      accounts.                                       Bank Routing                              
                      (small solid bullet) Wire within 24 hours to:   #021001033,                               
                      Bankers Trust                                   Account #00163053.                        
                      Company,                                        Specify the complete                      
                      Bank Routing                                    name of the fund and                      
                      #021001033,                                     include your account                      
                      Account #00163053.                              number and your                           
                      Specify the complete                            name.                                     
                      name of the fund and                                                                      
                      include your new                                                                          
                      account number and                                                                        
                      your name.                                                                                
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                                   <C>                                            
Automatically (automatic_graphic)   (small solid bullet) Not available.   (small solid bullet) Use Fidelity Automatic    
                                                                          Account Builder. Sign                          
                                                                          up for this service                            
                                                                          when opening your                              
                                                                          account, or call                               
                                                                          1-800-544-6666 to add                          
                                                                          it.                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages. 
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$   2    ,000 worth of shares in the account to keep it open ($500 for
retirement accounts). 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(small solid bullet) You wish to redeem more than $100,000 worth of shares, 
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address), 
(small solid bullet) The check is being made payable to someone other than
the account owner, or 
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration. 
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(small solid bullet) Your name, 
(small solid bullet) The fund's name, 
(small solid bullet) Your fund account number, 
(small solid bullet) The dollar amount or number of shares to be redeemed,
and 
(small solid bullet) Any other applicable requirements listed in the table
that follows. 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602 
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
<TABLE>
<CAPTION>
<S>                                              <C>                   <C>                                                    
Phone 1-800-544-777 (phone_graphic)              All account types     (small solid bullet) Maximum check request:            
                                                 except retirement     $100,000.                                              
                                                                       (small solid bullet) For Money Line transfers to       
                                                 All account types     your bank account; minimum:                            
                                                                       $10; maximum: $100,000.                                
                                                                       (small solid bullet) You may exchange to other         
                                                                       Fidelity funds if both                                 
                                                                       accounts are registered with                           
                                                                       the same name(s), address,                             
                                                                       and taxpayer ID number.                                
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint     (small solid bullet) The letter of instruction must    
                                                 Tenant,               be signed by all persons                               
                                                 Sole Proprietorship   required to sign for                                   
                                                 , UGMA, UTMA          transactions, exactly as their                         
                                                 Retirement account    names appear on the                                    
                                                                       account.                                               
                                                                       (small solid bullet) The account owner should          
                                                 Trust                 complete a retirement                                  
                                                                       distribution form. Call                                
                                                                       1-800-544-6666 to request                              
                                                                       one.                                                   
                                                 Business or           (small solid bullet) The trustee must sign the         
                                                 Organization          letter indicating capacity as                          
                                                                       trustee. If the trustee's name                         
                                                                       is not in the account                                  
                                                                       registration, provide a copy of                        
                                                                       the trust document certified                           
                                                 Executor,             within the last 60 days.                               
                                                 Administrator,        (small solid bullet) At least one person               
                                                 Conservator,          authorized by corporate                                
                                                 Guardian              resolution to act on the                               
                                                                       account must sign the letter.                          
                                                                       (small solid bullet) Include a corporate               
                                                                       resolution with corporate seal                         
                                                                       or a signature guarantee.                              
                                                                       (small solid bullet) Call 1-800-544-6666 for           
                                                                       instructions.                                          
 
Wire (wire_graphic)                              All account types     (small solid bullet) You must sign up for the wire     
                                                 except retirement     feature before using it. To                            
                                                                       verify that it is in place, call                       
                                                                       1-800-544-6666. Minimum                                
                                                                       wire: $5,000.                                          
                                                                       (small solid bullet) Your wire redemption request      
                                                                       must be received and                                   
                                                                       accepted by Fidelity before 4                          
                                                                       p.m. Eastern time for money                            
                                                                       to be wired on the next                                
                                                                       business day.                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
RETIREMENT ACCOUNT 
ASSISTANCE
1-800-544-4774
TOUCHTONE XPRESSSM
1-800-544-5555
 AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
 
 
 
 
 
 
 
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more than
one account in the fund. Call 1-800-544-6666 if you need copies of
financial reports, prospectuses, or historical account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS
FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
 
<TABLE>
<CAPTION>
<S>       <C>           <C>                                                          
MINIMUM   FREQUENCY     SETTING UP OR CHANGING                                       
$100      Monthly or    (small solid bullet) For a new account, complete the         
          quarterly     appropriate section on the fund                              
                        application.                                                 
                        (small solid bullet) For existing accounts, call             
                        1-800-544-6666 for an application.                           
                        (small solid bullet) To change the amount or frequency of    
                        your investment, call 1-800-544-6666 at                      
                        least three business days prior to your                      
                        next scheduled investment date.                              
 
</TABLE>
 
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY
FUNDA
 
<TABLE>
<CAPTION>
<S>       <C>          <C>                                                           
MINIMUM   FREQUENCY    SETTING UP OR CHANGING                                        
$100      Every pay    (small solid bullet) Check the appropriate box on the fund    
          period       application, or call 1-800-544-6666 for an                    
                       authorization form.                                           
                       (small solid bullet) Changes require a new authorization      
                       form.                                                         
 
</TABLE>
 
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND
 
<TABLE>
<CAPTION>
<S>       <C>              <C>                                                             
MINIMUM   FREQUENCY        SETTING UP OR CHANGING                                          
$100      Monthly,         (small solid bullet) To establish, call 1-800-544-6666 after    
          bimonthly,       both accounts are opened.                                       
          quarterly, or    (small solid bullet) To change the amount or frequency of       
          annually         your investment, call 1-800-544-6666.                           
 
</TABLE>
 
A BECAUSE THEIR SHARE PRICES FLUCTUATE, THESE FUNDS MAY NOT BE APPROPRIATE
CHOICES FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
Each fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends and capital gains are
distributed in February (Trend Fund only) and December.
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. Each fund offers four
options: 
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option. 
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions. 
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash. 
When a fund deducts a distribution from its NAV, the reinvestment price is
the fund's NAV at the close of business that day. Cash distribution checks
will be mailed within seven days or longer for a December ex-dividend date.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
Each fund earns dividends 
from stocks and interest from 
bond, money market, and 
other investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund 
realizes capital gains 
whenever it sells securities 
for a higher price than it paid 
for them. These are passed 
along as CAPITAL GAIN 
DISTRIBUTIONS.
(checkmark)
TAXES 
As with any investment, you should consider how your investment in a fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications. 
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take 
them in cash or reinvest them. However, distributions declared in December
and paid in January are taxable as if they were paid on December 31. 
For federal tax purposes, each fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them. 
Whenever you sell shares of a fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains. 
   "    BUYING A DIVIDEND   ". If you buy shares when a fund has realized
but not yet distributed income or capital gains, you     will pay the full
price for the shares and then receive a portion of the price back in the
form of a taxable distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on a fund and
its investments and these taxes generally will reduce the fund's
distributions. However, an offsetting tax credit or deduction may be
available to you. If so, your tax statement will show more taxable income
or capital gains than were actually distributed by the fund, but will also
show the amount of the available offsetting credit or deduction.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS 
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates each fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
Each fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates.    Short-term securities
with remaining maturities of sixty days or less for which quotations are
not readily available are valued on the basis of amortized cost. This
method minimizes the effect of changes in a security's market value. In
addition, if     quotations are not readily available, or if the values
have been materially affected by events occurring after the closing of a
foreign market, assets are valued by a method that the Board of Trustees
believes accurately reflects fair value. 
EACH FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks. 
(small solid bullet) Fidelity does not accept cash. 
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50. 
(small solid bullet) Each fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees a fund or its
transfer agent has incurred. 
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead. 
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when a fund is priced on the
following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following: 
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you. 
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
TO SELL SHARE CERTIFICATES, call 1-800-544-6666 for instructions. The funds
no longer issue share certificates.
   FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of
$12.00 from accounts with a value of less than $2,500, subject to an annual
maximum charge of $24.00 per shareholder. It is expected that accounts will
be valued on the second Friday in November of each year. Accounts opened
after September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. This fee will not be
deducted from Fidelity brokerage accounts, retirement accounts (except
non-prototype retirement accounts), accounts using regular investment
plans, or if total assets with Fidelity exceed $30,000. Eligibility for the
$30,000 waiver is determined by aggregating Fidelity accounts maintained by
FSC or FBSI which are registered under the same social security number or
which list the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.    
IF YOUR ACCOUNT BALANCE FALLS BELOW $   2    ,000, you will be given 30
days' notice to reestablish the minimum balance. If you do not increase
your balance, Fidelity reserves the right to close your account and send
the proceeds to you. Your shares will be redeemed at the NAV on the day
your account is closed. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the funds without
reimbursement from the funds. Qualified recipients are securities dealers
who have sold fund shares or others, including banks and other financial
institutions, under special arrangements in connection with FDC's sales
activities. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of a fund for
shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be available for
sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
certain institutional retirement plans to conform to plan exchange limits
and Department of Labor regulations. See your plan materials for further
information.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
   This prospectus is printed on recycled paper using soy-based inks.    
FIDELITY TREND FUND
AND
FIDELITY VALUE FUND
A FUND OF FIDELITY CAPITAL TRUST
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 21, 1997
This Statement    of Additional Information (SAI)     is not a prospectus
but should be read in conjunction with the funds' current Prospectus (dated
February 21, 1997). Please retain this document for future reference. The
funds' Annual Report   s are separate documents supplied with this SAI.    
To obtain a    free     additional copy of the Prospectus or    an    
Annual Report, please call Fidelity at 1-800-544-8888.
TABLE OF CONTENTS                                PAGE   
 
                                                        
 
Investment Policies and Limitations                     
 
Portfolio Transactions                                  
 
Valuation                                               
 
Performance                                             
 
Additional Purchase and Redemption Information          
 
Distributions and Taxes                                 
 
FMR                                                     
 
Trustees and Officers                                   
 
Management Contracts                                    
 
Distribution and Service Plans                          
 
Contracts with FMR Affiliates                           
 
Description of the Trusts                               
 
Financial Statements                                    
 
Appendix                                                
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT 
   Fidelity Service Company, Inc.     (FSC)
TRE/VAL-ptb-0297
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The funds' fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, except for the fundamental investment limitations listed below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. 
INVESTMENT LIMITATIONS OF TREND FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to lend assets other than securities
to other parties, except by (a) lending money (up to 5% of the fund's net
assets) to a registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) acquiring loans, loan
participations, or other forms of direct debt instruments and, in
connection therewith, assuming any associated unfunded commitments of the
sellers. (This limitation does not apply to purchases of debt securities or
to repurchase agreements.) 
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .
INVESTMENT LIMITATIONS OF VALUE FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amounted borrowed)
less liabilities (other than borrowings). Any borrowings that come to
exceed this amount will be reduced within three days (not including Sundays
and holidays) to the extent necessary to comply with the 33 1/3%
limitation;
(4) underwrite any issue of securities, except to the extent that the fund
may be deemed to be an underwriter within the meaning of the Securities Act
of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(9) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to lend assets other than securities
to other parties, except by (a) lending money (up to 5% of the fund's net
assets) to a registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) acquiring loans, loan
participations, or other forms of direct debt instruments and, in
connection therewith, assuming any associated unfunded commitments of the
sellers. (This limitation does not apply to purchases of debt securities or
to repurchase agreements.)
(   vi    ) The fund does not currently intend to invest all of its assets
in the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .
   The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that doing so will help the fund achieve its goal.    
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
CLOSED-END INVESTMENT COMPANIES.    Each fund may purchase the shares of
closed-end investment companies to facilitate investment in certain
countries. Shares of closed-end investment companies may trade at a premium
or a discount to their net asset value.    
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar. 
Foreign investments involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments,
and may be affected by actions of foreign governments adverse to the
interests of U.S. investors. Such actions may include the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
is no assurance that FMR will be able to anticipate these potential events
or counter their effects. These risks are magnified for investments in
developing countries, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade
a small number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. Foreign
markets may offer less protection to investors than U.S. markets. It is
anticipated that in most cases the best available market for foreign
securities will be on an exchange or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may result in increased risk in the
event of a failed trade or the insolvency of a foreign broker-dealer, and
may involve substantial delays. In addition, the costs of foreign
investing, including withholding taxes, brokerage commissions and custodial
costs, are generally higher than for U.S. investors. In general, there is
less overall governmental supervision and regulation of securities
exchanges, brokers, and listed companies than in the United States. It may
also be difficult to enforce legal rights in foreign countries. Foreign
issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to
those applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the United
States or to U.S. persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
American Depositary Receipts (ADR's) as well as other "hybrid" forms of
ADRs including European Depositary Receipts (EDRs) and Global Depositary
Receipts (GDRs), are certificates evidencing ownership of shares of a
foreign issuer. These certificates are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
The underlying shares are held in trust by a custodian bank or similar
financial institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are an alternative to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
FOREIGN CURRENCY TRANSACTIONS.    A     fund may conduct foreign currency
transactions on a spot (i.e., cash)    or forward     basis    (i.e.     by
entering into forward contracts to purchase or sell foreign
currencies   ).     Although foreign exchange dealers generally do not
charge a fee for    such     conversion, they do realize a profit based on
the difference between the prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign currency to
the fund at one rate, while offering a lesser rate of exchange should the
   counterparty     desire to resell that currency to the dealer.   
Forward contracts are customized through transactions that require a
specific amount of a currency to be delivered at a specific exchange rate
on a specific date or range of dates in the future.     Forward contracts
are generally traded in an interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. The
parties to a forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and complete the
contemplated currency exchange.    A fund may use currency forward
contracts for any purpose consistent with its investment objective.     
The following discussion summarizes the principal currency management
strategies involving forward contracts that could be used by    a     fund.
   A     fund may also use swap agreements, indexed securities, and options
and futures contracts relating to foreign currencies for the same purposes.
   A "settlement hedge" or "transaction hedge" is designed to protect a
fund against an adverse change in foreign currency values between the date
a security is purchased or sold and the date on which payment is made or
received. Entering into a forward contract for the purpose or sale of the
amount of foreign currency involved in an underlying security transaction
for a fixed amount of U.S. dollars "locks in" the U.S. dollar price of the
security. Forward contracts to purchase or sell a foreign currency may also
be used by a fund in anticipation of future purchases or sales of
securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
A     fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if a fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. A fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling   .     This type of hedge, sometimes referred to as a
"proxy hedge," could offer advantages in terms of cost, yield, or
efficiency, but generally would not hedge currency exposure as effectively
as a    direct     hedge into U.S. dollars. Proxy hedges may result in
losses if the currency used to hedge does not perform similarly to the
currency in which the hedged securities are denominated.
   A     fund may enter into forward contracts to shift its investment
exposure from one currency into another. This may include shifting exposure
from U.S. dollars to a foreign currency, or from one foreign currency to
another foreign currency. This type of strategy, sometimes known as a
"cross-hedge," will tend to reduce or eliminate exposure to the currency
that is sold, and increase exposure to the currency that is purchased, much
as if    a     fund had sold a security denominated in one currency and
purchased an equivalent security denominated in another. Cross-hedges
protect against losses resulting from a decline in the hedged currency, but
will cause the fund to assume the risk of fluctuations in the value of the
currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines,    a     fund
will segregate assets to cover currency forward contracts, if any, whose
purpose is essentially speculative.    A     fund will not segregate assets
to cover forward contracts entered into for hedging purposes, including
settlement hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change a fund's investment exposure to changes in
currency exchange rates and could result in losses to    a     fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged a fund by selling that currency in
exchange for dollars,    a     fund would    not     participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, a fund could realize currency losses from the hedge and the
security position at the same time if the two currencies do not move in
tandem. Similarly, if FMR increases a fund's exposure to a foreign
currency, and that currency's value declines,    a     fund will realize a
loss. There is no assurance that FMR's use of currency management
strategies will be advantageous to    a     fund or that it will hedge at
appropriate time   s    .
FUNDS' RIGHTS AS A SHAREHOLDER. The funds do not intend to direct or
administer the day-to-day operations of any company. Each fund, however,
may exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that a fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is increasingly
prone to litigation and it is possible that a fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against a fund and the risk of actual liability if a fund is involved in
litigation. No guarantee can be made, however, that litigation against a
fund will not be undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following sections pertain to futures and options:
Asset Coverage for Futures and Options Positions, Combined Positions,
Correlation of Price Changes, Futures Contracts, Futures Margin Payments,
Limitations on Futures and Options Transactions, Liquidity of Options and
Futures Contracts, Options and Futures Relating to Foreign Currencies, OTC
Options, Purchasing Put and Call Options, and Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The funds will comply
with guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of a
fund's assets could impede portfolio management or the fund's ability to
meet redemption requests or other current obligations.
COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. The funds may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which they typically
invest, which involves a risk that the options or futures position will not
track the performance of a fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the    Standard & Poor's 500 Index (S&P
500).     Futures can be held until their delivery dates, or can be closed
out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The funds intend to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the funds can
commit assets to initial margin deposits and option premiums.
In addition, each fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the funds' investments in futures contracts and
options, and the funds' policies regarding futures contracts and options
discussed elsewhere in this SAI, may be changed as regulatory agencies
permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The
funds may purchase and sell currency futures and may purchase and write
currency options to increase or decrease their exposure to different
foreign currencies. A fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
a fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a fund's foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of the fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows
the funds greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund obtains
the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the funds to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities. Also, FMR may determine
some restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging market
securities, and swap agreements to be illiquid. However, with respect to
over-the-counter options a fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the fund may
have to close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, a fund were in a position where more than 10% of its net
assets was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
INDEXED SECURITIES. Each fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, each fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Interfund
loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A fund
will lend through the program only when the returns are higher than those
available from an investment in repurchase agreements, and will borrow
through the program only when the costs are equal to or lower than the cost
of bank loans. A fund may have to borrow from a bank at a higher interest
rate if an interfund loan is called or not renewed. Any delay in repayment
to a lending fund could result in a lost investment opportunity or
additional borrowing costs. 
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to each fund's policies
regarding the quality of debt securities. 
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If a fund does not receive scheduled interest or
principal payments on such indebtedness, the fund's share price and yield
could be adversely affected. Loans that are fully secured offer a fund more
protections than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation
of collateral from a secured loan would satisfy the borrower's obligation,
or that the collateral could be liquidated. Indebtedness of borrowers whose
creditworthiness is poor involves substantially greater risks and may be
highly speculative. Borrowers that are in bankruptcy or restructuring may
never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of developing countries also involves a
risk that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and repay principal when
due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to a fund.
For example, if a loan is foreclosed, the fund could become part owner of
any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, the fund could be held
liable as a co-lender. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary. Direct debt
instruments that are not in the form of securities may offer less legal
protection to a fund in the event of fraud or misrepresentation. In the
absence of definitive regulatory guidance, each fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, each fund has direct recourse against the borrower, it
may have to rely on the agent to apply appropriate credit remedies against
a borrower. If assets held by the agent for the benefit of a fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by each fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
Each fund will set aside appropriate liquid assets in a segregated
custodial account to cover its potential obligations under standby
financing commitments. 
Each fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see limitations 1 and 5 ).
For purposes of these limitations, each fund generally will treat the
borrower as the "issuer" of indebtedness held by the fund. In the case of
loan participations where a bank or other lending institution serves as
financial intermediary between each fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict a fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
LOWER-QUALITY DEBT SECURITIES. While the market for high-yield corporate
debt securities has been in existence for many years and has weathered
previous economic downturns, the 1980s brought a dramatic increase in the
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
the future performance of the high-yield bond market, especially during
periods of economic recession. 
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and a fund's ability to dispose of these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by a fund. In considering investments
for the fund, FMR will attempt to identify those issuers of high-yielding
securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. FMR's
analysis focuses on relative values based on such factors as interest or
dividend coverage, asset coverage, earnings prospects, and the experience
and managerial strength of the issuer.
Each fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, overbuilding, and the management skill and
creditworthiness of the issuer. Real estate-related instruments may also be
affected by tax and regulatory requirements, such as those relating to the
environment.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect the fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to a fund in connection with bankruptcy
proceedings), it is each fund's current policy to engage in repurchase
agreement transactions with parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. A
fund will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of the fund's assets and may be
viewed as a form of leverage.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SHORT SALES "AGAINST THE BOX." If a fund enters into a short sale against
the box, it will be required to set aside securities equivalent in kind and
amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. The fund will incur
transaction costs, including interest expenses, in connection with opening,
maintaining, and closing short sales against the box.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease a fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values, mortgage securities, corporate borrowing rates, or other
factors such as security prices or inflation rates. Swap agreements can
take many different forms and are known by a variety of names. A fund is
not limited to any particular form of swap agreement if FMR determines it
is consistent with the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of a fund's investments and its share price.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from a fund. If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. Each fund expects to be able to eliminate
its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
Each fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the
management contract. If FMR grants investment management authority to the
sub-advisers (see the section entitled "Management Contract"), the
sub-advisers are authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses. Generally, commissions for investments traded on foreign
exchanges will be higher than for investments traded on U.S. exchanges and
may not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). The
selection of such broker-dealers generally is made by FMR (to the extent
possible consistent with execution considerations) in accordance with a
ranking of broker-dealers determined periodically by FMR's investment staff
based upon the quality of research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
each fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services (FBS), subsidiaries of FMR
Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services. From September 1992 through December 1994, FBS operated
under the name Fidelity Brokerage Services Limited, Inc. (FBSL). As of
January 1995, FBSL was converted to an unlimited liability company and
assumed the name FBS. 
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by each fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
For the fiscal years ended 1996 and 1995 the portfolio turnover rates were
142% and 186%, respectively for Trend Fund and 112% and 125%, respectively
for Value Fund. Because a high turnover rate increases transaction costs
and may increase taxable gains, FMR carefully weighs the anticipated
benefits of short-term investing against these consequences. An increased
turnover rate is due to a greater volume of shareholder purchase orders,
short-term interest rate volatility and other special market conditions.
For the fiscal years ended 1996, 1995, and 1994, Trend Fund paid brokerage
commissions of    $2,206,000    , $3,839,00   0    , and $   853,000    ,
respectively; and Value Fund paid brokerage commissions of
$   8,182,000    , $9,799,00   0    , and $9,709,000, respectively. Each
fund pays both commissions and spreads in connection with the placement of
portfolio transactions. FBSI is paid on a commission basis. During the
fiscal years ended 1996, 1995, and 1994, Trend Fund paid brokerage
commissions of $   617,000    , $   1,359,000    , and $   271,000    ,
respectively; and Value Fund paid brokerage commissions of
$   2,308,000    , $2,702,000, and $2,503,00   0    , respectively, to
FBSI. During    the     fiscal year ended 1996, this amounted to
approximately    28    % and    28    %, respectively, of the aggregate
brokerage commissions paid by each fund involving approximately    40    %
and    41    %, respectively, of the aggregate dollar amount of
transactions for which the funds paid brokerage commissions. The difference
between the percentage of brokerage commissions paid to and the percentage
of the dollar amount of transactions effected through FBSI is a result of
the low commission rates charged by FBSI. 
During the fiscal year   s     ended 1996    and 1995,     Trend Fund paid
brokerage commissions of $   16,000 and $7,000, respectively, to FBS,    
and Value Fund paid brokerage commissions of $   105,000 and $271,000,
respectively,     to FBS.    D    uring the fiscal year ended 1996, this
amounted to approximately   , .72    % and    1.29    %, respectively of
the aggregate brokerage commissions paid by each fund involving
approximately    .43    % and    1.09    %, respectively, of the aggregate
dollar amount of transactions for which the funds paid brokerage
commissions. The difference between the percentage of brokerage commissions
paid to and the percentage of the dollar amount of transactions effected
through FBS is a result of the low commission rates charged by FBS   .    
During the fiscal year ended        December 1996, Trend Fund paid
$   1,976,000     in commissions to brokerage firms that provided research
services involving approximately $   1,832,725,000     of transactions;
during the fiscal year ended October 1996, Value Fund paid
$   7,781,000     in commissions to brokerage firms that provided research
services involving approximately $   6,888,390,000     of transactions. The
provision of research services was not necessarily a factor in the
placement of all this business with such firms.
From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other cases,
however, the ability of the funds to participate in volume transactions
will produce better executions and prices for the funds. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to each fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
VALUATION
Fidelity Service Company (FSC) normally determines each fund's net asset
value per share (NAV) as of the close of the New York Stock Exchange (NYSE)
(normally 4:00 p.m. Eastern time). The valuation of portfolio securities is
determined as of this time for the purpose of computing each fund's NAV.
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the U   nited States     are valued at last sale
price or, if no sale has occurred, at the closing bid price. Most equity
securities for which the primary market is outside the U   nited States    
are valued using the official closing price or the last sale price in the
principal market    in which     they are traded. If the last sale price
(on the local exchange) is unavailable, the last evaluated quote or last
bid price is normally used. 
   Fixed-income securities and other assets for which market quotations are
readily available may be valued at market values determined by such
securities' most recent bid prices (sales prices if the principal market is
an exchange) in the principal market in which they normally are traded, as
furnished by recognized dealers in such securities or assets. Fixed-income
securities and convertible securities may also be valued on the basis of
information furnished by a pricing service that uses a valuation matrix
which incorporates both dealer-supplied valuations and electronic data
processing techniques. Use of pricing services has been approved by the
Board of Trustees. A number of pricing services are available and the fund
may use various pricing services or discontinue the use of any pricing
service.
Futures contracts and options are valued on the basis of market quotations,
if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currencies into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. If an extraordinary event that is expected to materially affect the
value of a portfolio security occurs after the close of an exchange on
which that security is traded, then that security will be valued as
determined in good faith by a committee appointed by the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less for
which market quotation are not readily available are valued either at
amortized cost or at original cost plus accrued interest, both of which
approximate current value. In addition securities and other assets for
which there is no readily available market value may be valued in good
faith by a committee appointed by the Board of Trustees. The procedures set
forth above need not be used to determine the value of the securities owned
by a fund if, in the opinion of a committee appointed by the Board of
Trustees, some other method would more accurately reflect the fair market
value of such securities.    
PERFORMANCE
The funds may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Each fund's share price, yield, and
total return fluctuate in response to market conditions and other factors,
and the value of fund shares when redeemed may be more or less than their
original cost.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's net asset
value (NAV) over a stated period. Average annual total returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in a fund over a stated period, and then calculating
the annually compounded percentage rate that would have produced the same
result if the rate of growth or decline in value had been constant over the
period. For example, a cumulative total return of 100% over ten years would
produce an average annual total return of 7.18%, which is the steady annual
rate of return that would equal 100% growth on a compounded basis in ten
years. While average annual total returns are a convenient means of
comparing investment alternatives, investors should realize that a fund's
performance is not constant over time, but changes from year to year, and
that average annual total returns represent averaged figures as opposed to
the actual year-to-year performance of the fund.
In addition to average annual total returns, a fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis from a total return calculation produces a
higher total return figure. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
NET ASSET VALUE. Charts and graphs using a fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by a fund and
reflects all elements of its return. Unless otherwise indicated, a fund's
adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. A fund may illustrate performance using moving averages. A
long-term moving average is the average of each week's adjusted closing NAV
for a specified period. A short-term moving average is the average of each
day's adjusted closing NAV for a specified period. Moving Average Activity
Indicators combine adjusted closing NAVs from the last business day of each
week with moving averages for a specified period to produce indicators
showing when an NAV has crossed, stayed above, or stayed below its moving
average. On December 27, 1996, the 13-week and 39-week long-term moving
averages were $   55.32     and $   53.12    , respectively, for Fidelity
Trend Fund. On October 25, 1996, the 13-week and 39-week long term moving
averages were $   54.08     and $   53.27    , respectively, for Fidelity
Value Fund.
HISTORICAL FUND RESULTS. The following table shows the funds' total returns
for periods ended December 31, 1996 for Trend Fund and October 31, 1996 for
Value Fund.
 
<TABLE>
<CAPTION>
<S>   <C>                            <C>   <C>   <C>                        <C>   <C>   
      Average Annual Total Returns               Cumulative Total Returns               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>          <C>              <C>              <C>              <C>              <C>              <C>               
             One              Five                              One              Five                               
             Year             Years            Ten Years        Year             Years            Ten Years         
 
                                                                                                                    
 
Trend Fund       16.98    %       13.15    %       13.22    %       16.98    %       85.45    %       246.26    %   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>          <C>              <C>              <C>              <C>              <C>               <C>               
             One              Five                              One              Five                                
             Year             Years            Ten Years        Year             Years             Ten Years         
 
                                                                                                                     
 
Value Fund       19.44    %       17.86    %       13.00    %       19.44    %       127.43    %       239.52    %   
 
</TABLE>
 
The following tables show the income and capital elements of each fund's
cumulative total return. The table compares each fund's return to the
record of the Standard & Poor's 500 Index (S&P 500), the Dow Jones
Industrial Average (DJIA), and the cost of living, as measured by the
Consumer Price Index (CPI), over the same period. The CPI information is as
of the month end closest to the initial investment date for each fund. The
S&P 500 and DJIA comparisons are provided to show how each fund's total
return compared to the record of a broad unmanaged index of common stocks
and a narrower set of stocks of major industrial companies, respectively,
over the same period. Trend Fund and Value Fund have the ability to invest
in securities not included in either index, and its investment portfolio
may or may not be similar in composition to the indexes. The S&P 500 and
DJIA returns are based on the prices of unmanaged groups of stocks and,
unlike each fund returns, do not include the effect of brokerage
commissions or other costs of investing.
   The following tables show the growth in value of     a hypothetical
$10,000 investment in    each fund during the 10 year period ended December
31, 1996, for Trend Fund and October 31, 1996 for Value Fund, assuming all
distributions were reinvested. The figures below reflect the
    fluctuating stock prices    of the specified periods     and should not
be considered representative of the dividend income or capital gain or loss
that could be realized from an investment in    a     fund today.    Tax
consequences of different investments have not been factored into the
figures below. 
During the 10-year period ended December 31, 1996, a hypothetical $10,000
investment in Trend Fund would have grown to $34,626.    
FIDELITY TREND FUND                           INDICES               
 
 
<TABLE>
<CAPTION>
<S>    <C>               <C>              <C>               <C>               <C>               <C>               <C>               
Year   Value of          Value of         Value of          Total             S&P 500           DJIA              Cost of           
Ended  Initial           Reinvested       Reinvested        Value                                                 Living            
       $10,000           Dividend         Capital Gain                                                                              
       Investment        Distributions    Distributions                                                                             
 
                                                                                                                                    
 
                                                                                                                                    
 
                                                                                                                                    
 
1996   $    14,263       $    1,898       $    18,465       $    34,626       $    41,499       $    46,181          $ 14,353       
 
1995   $    13,176       $    1,515       $    14,908       $    29,599       $    33,750       $    35,882       $    13,891       
 
1994   $    12,802       $    1,289       $    10,148       $    24,239       $    24,531       $    26,244       $    13,548       
 
1993   $    14,833       $    1,411       $    9,734        $    25,978       $    24,213       $    25,001       $    13,195       
 
1992   $    13,608       $    1,191       $    7,004        $    21,803       $    21,996       $    21,370       $    12,842       
 
1991   $    12,460       $    937         $    5,275        $    18,672       $    20,434       $    19,916       $    12,480       
 
1990   $    9,603        $    576         $    3,522        $    13,701       $    15,660       $    16,018       $    12,109       
 
1989   $    11,102       $    567         $    4,018        $    15,687       $    16,164       $    16,104       $    11,412       
 
1988   $    9,397        $    302         $    2,217        $    11,916       $    12,275       $    12,222       $    10,905       
 
1987   $    7,884        $    118         $    1,582        $    9,584        $    10,526       $    10,543       $    10,443       
 
</TABLE>
 
EXPLANATORY NOTES: With an initial investment of $10,000 made on December
31, 198   6    , the net amount invested in fund shares was $10,000. The
cost of the initial investment ($10,000), together with the aggregate cost
of reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested), amounted to
$   27,146    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $   1,009     for
dividends and $   9,767     for capital gains distributions. Tax
consequences of different investments have not been factored into the above
figures. 
During the ten year period ended October 31, 1996, a hypothetical $10,000
investment in Value Fund would have grown to $   33,952.    
FIDELITY VALUE FUND                           INDICES               
 
 
<TABLE>
<CAPTION>
<S>     <C>               <C>              <C>              <C>               <C>               <C>               <C>               
Year    Value of          Value of         Value of         Total             S&P 500           DJIA              Cost of           
Ended   Initial           Reinvested       Reinvested       Value                                                 Living            
        $10,000           Dividend         Capital Gain                                                                             
        Investment        Distributions    Distributions                                                                            
 
                                                                                                                                    
 
                                                                                                                                    
 
                                                                                                                                    
 
1996    $    20,759       $    3,793       $    9,400       $    33,952       $    39,291       $    43,709       $    14,352       
 
1995    $    18,165       $    3,040       $    7,221       $    28,426       $    31,662       $    33,740       $    13,935       
 
1994    $    16,878       $    2,719       $    5,297       $    24,894       $    25,041       $    27,043       $    13,554       
 
1993    $    16,149       $    2,410       $    3,491       $    22,050       $    24,109       $    24,786       $    13,209       
 
1992    $    12,612       $    1,769       $    2,652       $    17,033       $    20,974       $    21,104       $    12,856       
 
1991    $    11,397       $    1,136       $    2,396       $    14,929       $    19,071       $    19,495       $    12,457       
 
1990    $    8,913        $    347         $    1,873       $    11,133       $    14,284       $    14,987       $    12,103       
 
1989    $    11,763       $    321         $    1,170       $    13,254       $    15,441       $    15,617       $    11,387       
 
1988    $    10,260       $    70          $    1,022       $    11,352       $    12,216       $    12,225       $    10,898       
 
1987    $    7,931        $    54          $    790         $    8,775        $    10,641       $    10,943       $    10,453       
 
</TABLE>
 
EXPLANATORY NOTES: With an initial investment of $10,000 made on    October
3    1, 1986, the net amount invested in fund shares was $10,000. The cost
of the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$   17,958    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $   1,574     for
dividends and $   4,594     for capital gains distributions. Tax
consequences of different investments have not been factored into the above
figures.
PERFORMANCE COMPARISONS. A fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed as
mutual fund rankings prepared by Lipper Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance of mutual funds.    Generally, Lipper rankings are based on
total return, assume reinvestment of distributions,     do not take sales
charges or redemption fees into consideration, and are prepared without
regard to tax consequences. In addition to the mutual fund rankings, a
fund's performance may be compared to stock, bond, and money market mutual
fund performance indices prepared by Lipper or other organizations. When
comparing these indices, it is important to remember the risk and return
characteristics of each type of investment. For example, while stock mutual
funds may offer higher potential returns, they also carry the highest
degree of share price volatility. Likewise, money market funds may offer
greater stability of principal, but generally do not offer the higher
potential returns available from stock mutual funds.
From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
   A fund's performance may also be compared to that of a benchmark index
representing the universe of securities in which the fund may invest. The
total return of a benchmark index reflects reinvestment of all dividends
and capital gains paid by securities included in the index. Unlike a fund's
returns, however, the index returns do not reflect brokerages commissions,
transaction fees, or other costs of investing directly in the securities
included in the index. Each fund may compare its performance to that of the
Standard & Poor's 500 Index, a widely recognized, unmanaged index of common
stocks.    
A fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation based on the CPI, and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices. 
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future. 
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
brokerage products and services; model portfolios or allocations; saving
for college or other goals; charitable giving; and the Fidelity credit
card. In addition, Fidelity may quote or reprint financial or business
publications and periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products. Fidelity may also reprint,
and use as advertising and sales literature, articles from Fidelity Focus,
a quarterly magazine provided free of charge to Fidelity fund shareholders.
A fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. A fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. 
MOMENTUM INDICATORS indicate a fund's price movements over specific periods
of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
A fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of December 31, 1996, FMR advised over $   28     billion in tax-free
fund assets, $   96     billion in money market fund assets, $   303    
billion in equity fund assets, $   61     billion in international fund
assets, and $   25     billion in Spartan fund assets. The funds may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The equity funds
under management figure represents the largest amount of equity fund assets
under management by a mutual fund investment adviser in the United States,
making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Each fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1997: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day. Although FMR expects the same
holiday schedule to be observed in the future, the NYSE may modify its
holiday schedule at any time. In addition, the funds will not process wire
purchases and redemptions on days when the Federal Reserve Wire System is
closed.
FSC normally determines each fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed, a fund's NAV may
be affected on days when investors do not have access to the fund to
purchase or redeem shares. In addition, trading in some of a fund's
portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), each fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of each fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that each fund's income is derived from qualifying dividends.
Because each fund may earn other types of income, such as interest, income
from securities loans, non-qualifying dividends, and short-term capital
gains, the percentage of dividends from the fund that qualifies for the
deduction generally will be less than 100%. Each fund will notify corporate
shareholders annually of the percentage of fund dividends that qualifies
for the dividends-received deduction. A portion of each fund's dividends
derived from certain U.S. government obligations may be exempt from state
and local taxation. Gains (losses) attributable to foreign currency
fluctuations are generally taxable as ordinary income, and therefore will
increase (decrease) dividend distributions. Short-term capital gains are
distributed as dividend income. Each fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by each fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of a fund, and such shares are held six
months or less and are sold at a loss, the portion of the loss equal to the
amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
each fund are taxable to shareholders as dividends, not as capital gains.
   Trend Fund and Value Fund     hereby designate approximately
$   31,249,000 and $169,154,000, respectively     as a capital gain
dividend for the purpose of the dividend-paid deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of a fund's
total assets are invested in securities of foreign issuers, the fund may
elect to pass through foreign taxes paid and thereby allow shareholders to
take a credit or deduction on their individual tax returns. 
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
each fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. Each fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit a fund's investments
in such instruments.
If a fund purchases shares in certain foreign investment entities, defined
as passive foreign investment companies (PFICs) in the Internal Revenue
Code, it may be subject to U.S. federal income tax on a portion of any
excess distribution or gain from the disposition of such shares. Interest
charges may also be imposed on a fund with respect to deferred taxes
arising from such distributions or gains. Generally, each fund will elect
to mark-to-market any PFIC shares. Unrealized gains will be recognized as
income for tax purposes and must be distributed to shareholders as
dividends.
Value fund is treated as a separate entity from the other funds of Fidelity
Capital Trust for tax purposes. 
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting each fund and its shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether a fund is suitable to their particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by its division Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
   The Trustees, and executive officers of the trust are liste    d below.
Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. All persons named as
Trustees    also serve in similar ca    pacities for other funds advised by
FMR. The business address of each Trustee and officer who is an "interested
person" (as defined in the Investment Company Act of 1940) is 82 Devonshire
Street, Boston, Mas   sachusetts 02109, which is also the address of FMR.
The business address of all the other Trustees is Fide    lity Investments,
P.O. Box 9235, Boston, Massachusetts 02205-9235. Those Trustees who are
"interested persons" by virtue of their affiliation with either the trust
or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (66), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (55), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (64), Trustee (1991), is a management consultant   
    (1994). Prior to February 1994, he was President of Greenhill Petroleum
Corporation (petroleum exploration and production). Until March 1990, Mr.
Cox was President and Chief Operating Officer of Union Pacific Resources
Company (exploration and production). He is a Director of Sanifill
Corporation (non-hazardous waste, 1993), CH2M Hill Companies (engineering),
Rio Grande, Inc. (oil and gas production), and Daniel Industries (petroleum
measurement equipment manufacturer). In addition, he is a member of
advisory boards of Texas A&M University and the University of Texas at
Austin.
PHYLLIS BURKE DAVIS (65), Trustee (1992). Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of BellSouth
Corporation (telecommunications), Eaton Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail stores), and previously served as a
Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
E. BRADLEY JONES (69), Trustee. Prior to his retirement in 1984, Mr. Jones
was Chairman and Chief Executive Officer of LTV Steel Company. He is a
Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products), and
he previously served as a Director of NACCO Industries, Inc. (mining and
marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc. (1985-1995).
In addition, he serves as a Trustee of First Union Real Estate Investments,
a Trustee and member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK (64), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. From
1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Chairman of the Board of Directors of the National
Arts Stabilization Fund, Chairman of the Board of Trustees of the Greenwich
Hospital Association, a Member of the Public Oversight Board of the
American Institute of Certified Public Accountants' SEC Practice Section
(1995), and as a Public Governor of the National Association of Securities
Dealers, Inc. (1996).
*PETER S. LYNCH (53), Trustee, is Vice Chairman and Director of FMR (1992).
Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). He is a Director of W.R. Grace
& Co. (chemicals) and Morrison Knudsen Corporation (engineering and
construction). In addition, he serves as a Trustee of Boston College,
Massachusetts Eye & Ear Infirmary, Historic Deerfield (1989) and Society
for the Preservation of New England Antiquities, and as an Overseer of the
Museum of Fine Arts of Boston.
GERALD C. McDONOUGH (67), Trustee and Vice-Chairman of the non-interested
Trustees, is Chairman of G.M. Management Group (strategic advisory
services). Prior to his retirement in July 1988, he was Chairman and Chief
Executive Officer of Leaseway Transportation Corp. (physical distribution
services). Mr. McDonough is a Director of Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration),
Commercial Intertech Corp. (hydraulic systems, building systems, and metal
products, 1992), CUNO, Inc. (liquid and gas filtration products, 1996), and
Associated Estates Realty Corporation (a real estate investment trust,
1993). Mr. McDonough served as a Director of ACME-Cleveland Corp. (metal
working, telecommunications, and electronic products) from 1987-1996.
MARVIN L. MANN (63), Trustee (1993) is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office
machines, 1991). Prior to 1991, he held the positions of Vice President of
International Business Machines Corporation ("IBM") and President and
General Manager of various IBM divisions and subsidiaries. Mr. Mann is a
Director of M.A. Hanna Company (chemicals, 1993) and Infomart (marketing
services, 1991), a Trammell Crow Co. In addition, he serves as the Campaign
Vice Chairman of the Tri-State United Way (1993) and is a member of the
University of Alabama President's Cabinet.
   WILLIAM O. McCOY (63), Trustee (1997), is the Vice President of Finance
for the University of North Carolina (16-school system, 1995). Prior to his
retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of
BellSouth Corporation (telecommunications) and President of BellSouth
Enterprises. He is currently a Director of Liberty Corporation (holding
company), Weeks Corporation of Atlanta (real estate, 1994), and Carolina
Power and Light Company (electric utility, 1996). Previously, he was a
Director of First American Corporation (bank holding company, 1979-1996).
In addition, Mr. McCoy serves as a member of the Board of Visitors for the
University of North Carolina at Chapel Hill (1994) and for the Kenan Flager
Business School (University of North Carolina at Chapel Hill).    
THOMAS R. WILLIAMS (68), Trustee, is President of The Wales Group, Inc.
(management and financial advisory services). Prior to retiring in 1987,
Mr. Williams served as Chairman of the Board of First Wachovia Corporation
(bank holding company), and Chairman and Chief Executive Officer of The
First National Bank of Atlanta and First Atlanta Corporation (bank holding
company). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc., and AppleSouth,
Inc. (restaurants, 1992).
WILLIAM J. HAYES (62), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
   RICHARD FENTIN (41) is manager and vice president of Value, which he has
managed since March 1996. Previously, he managed Puritan Fund. Mr. Fentin
joined Fidelity in 1979.    
ARTHUR S. LORING (49), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (49), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995).
ROBERT H. MORRISON (56), Manager of Security Transactions of Fidelity's
equity funds is Vice President of FMR.
JOHN H. COSTELLO (50), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (50), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994) and Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993).
The following table sets forth information describing the compensation of
each current Trustee of each fund for his or her services for the fiscal
year ended October 31, 1996 for Value Fund and December    31,     1996   
for Trend Fund.
COMPENSATION TABLE                         
 
 
<TABLE>
<CAPTION>
<S>                             <C>                      <C>                      <C>                      
   Trustees                        Aggregate                Aggregate               Total                
                                   Compensation             Compensation            Compensation          
                                   from                    from                    from the             
                                   Trend FundA,B,D          Value FundA,C,E          Fund Complex*,A       
 
   J. Gary Burkhead **             $ 0                      $ 0                      $ 0                   
 
   Ralph F. Cox                    $ 441                    $ 2,205                   137,700              
 
   Phyllis Burke Davis             $ 436                    $ 2,121                   134,700              
 
   Richard J. Flynn***             $ 542                    $ 2,696                   168,000              
 
   Edward C. Johnson 3d**          $ 0                      $ 0                       0                    
 
   E. Bradley Jones                $ 436                    $ 2,142                   134,700              
 
   Donald J. Kirk                  $ 440                    $ 2,167                   136,200              
 
   Peter S. Lynch**                $ 0                      $ 0                       0                    
 
   William O. McCoy****            $ 265                    $ 1,052                   85,333               
 
   Gerald C. McDonough             $ 440                    $ 2,148                   136,200              
 
   Edward H. Malone***             $ 436                    $ 2,155                   136,200              
 
   Marvin L. Mann                  $ 432                    $ 2,155                   134,700              
 
   Thomas R. Williams              $ 441                    $ 2,170                   136,200              
 
</TABLE>
 
   * Information is as of December 31, 1996 for 235 funds in the complex.
** Interested Trustees of the fund are compensated by FMR.
*** Richard J. Flynn and Edward H. Malone served on the Board of Trustees
through December 31, 1996.
**** During the period from May 1, 1996 through December 31, 1996, William
O. McCoy served as a Member of the Advisory Board of Trend Fund and Capital
Trust.
A Compensation figures include cash, a pro rata portion of benefits accrued
under the retirement program for the period ended December 30, 1996 and
required to be deferred, and may include amounts deferred at the election
of Trustees.
B The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $17, Phyllis
Burke Davis, $17, Richard J. Flynn, $0, E. Bradley Jones, $17, Donald J.
Kirk, $17, William O. McCoy, $0, Gerald C. McDonough, $17, Edward H.
Malone, $17, Marvin L. Mann, $17, and Thomas R. Williams, $17.
C The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $84, Phyllis
Burke Davis, $84, Richard J. Flynn, $0, E. Bradley Jones, $84, Donald J.
Kirk, $84, William O. McCoy, $0, Gerald C. McDonough, $84, Edward H.
Malone, $84, Marvin L. Mann, $84, and Thomas R. Williams, $84.
D For the fiscal year ended December 31, 1996, certain of the
non-interested trustees' aggregate compensation from the fund includes
accrued voluntary deferred compensation as follows: Ralph F. Cox, $424,
Edward H. Malone, $419, and Marvin L. Mann, $415.
E For the fiscal year ended October 31, 1996, certain of the non-interested
trustees' aggregate compensation from the fund includes accrued voluntary
deferred compensation as follows: Ralph F. Cox, $1,954, Edward H. Malone,
$1,904, and Marvin L. Mann, $1,904.
Under a retirement program adopted in July 1988 and modified in November
1995 and November 1996, each non-interested Trustee who retired before
December 30, 1996 may receive payments from a Fidelity fund during his or
her lifetime based on his or her basic trustee fees and length of service.
The obligation of a fund to make such payments is neither secured nor
funded. A Trustee became eligible to participate in the program at the end
of the calendar year in which he or she reached age 72, provided that, at
the time of retirement, he or she had served as a Fidelity fund Trustee for
at least five years.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of fees in accordance with the Plan will have a
negligible effect on the fund's assets, liabilities, and net income per
share, and will not obligate the funds to retain the services of any
Trustee or to pay any particular level of compensation to the Trustee. The
funds may invest in such designated securities under the Plan without
shareholder approval.
As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In connection
with the termination of the retirement program, each existing
non-interested Trustee received a credit to his or her Plan account equal
to the present value of the estimated benefits that would have been payable
under the retirement program. The amounts credited to the non-interested
Trustees' Plan accounts are subject to vesting. The termination of the
retirement program and related crediting of estimated benefits to the
Trustees' Plan accounts did not result a in material cost to the funds.    
As of December 3   1    , 1996, the Trustees, and officers of each fund
owned, in the aggregate, less than    1    % of each fund's total
outstanding shares.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies, and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund and all Trustees who are "interested
persons" of the trusts or of FMR, and all personnel of each fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with each fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, each fund pays all of its expenses, without limitation, that are not
assumed by those parties. Each fund pays for the typesetting, printing, and
mailing of its proxy materials to shareholders, legal expenses, and the
fees of the custodian, auditor and non-interested Trustees. Although each
fund's current management contract provides that each fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders, the trust, on behalf of
each fund has entered into a revised transfer agent agreement with FSC,
pursuant to which FSC bears the costs of providing these services to
existing shareholders. Other expenses paid by each fund include interest,
taxes, brokerage commissions, and each fund's proportionate share of
insurance premiums and Investment Company Institute dues. Each fund is also
liable for such non-recurring expenses as may arise, including costs of any
litigation to which each fund may be a party, and any obligation it may
have to indemnify its officers and Trustees with respect to litigation.
FMR is manager of Trend Fund and Value Fund pursuant to management
contracts dated August 1, 1993, and November 1, 1994, respectively, which
were approved by shareholders on July 14, 1993 , and October 26, 1994,
respectively. 
For the services of FMR under the contract, each fund pays FMR a monthly
management fee composed of the sum of two elements: a basic fee and a
performance adjustment based on a comparison of each fund's performance to
that of S&P 500.
COMPUTING THE BASIC FEE. Each fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts and
is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown below on the left. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which is the
result of cumulatively applying the annualized rates on the left. For
example, the effective annual fee rate at $453 billion of group net assets
- - the approximate level for December 1996 - was .3021%, which is the
weighted average of the respective fee rates for each level of group net
assets up to $453 billion.
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group     Annualized   Group Net        Effective Annual   
Assets            Rate         Assets           Fee Rate           
 
 0 - $3 billion   .5200%        $ 0.5 billion   .5200%             
 
 3 - 6            .4900          25             .4238              
 
 6 - 9            .4600          50             .3823              
 
 9 - 12           .4300          75             .3626              
 
 12 - 15          .4000           100           .3512              
 
 15 - 18          .3850           125           .3430              
 
 18 - 21          .3700          150            .3371              
 
 21 - 24          .3600          175            .3325              
 
 24 - 30          .3500          200            .3284              
 
 30 - 36          .3450          225            .3253              
 
 36 - 42          .3400          250            .3223              
 
 42 - 48          .3350          275            .3198              
 
 48 - 66          .3250          300            .3175              
 
 66 - 84          .3200          325            .3153              
 
 84 - 102         .3150          350            .3133              
 
 102 - 138        .3100                                            
 
 138 - 174        .3050                                            
 
 174 - 228        .3000                                            
 
 228 - 282        .2950                                            
 
 282 - 336        .2900                                            
 
 Over 336         .2850                                            
 
TREND FUND. Under Trend Fund's current management contract with FMR, the
group fee rate is based on a schedule with breakpoints ending at .3000% for
average group assets in excess of $174 billion. Prior to August 1, 1993,
the group fee rate breakpoints shown on page  for average group assets in
excess of $138 billion and under $228 billion were voluntarily adopted by
FMR, and went into effect on January 1, 1992. The additional breakpoints
shown on page  for average group assets in excess of $228 billion were
voluntarily adopted by FMR on November 1, 1993.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints for average group assets
in excess of $210 billion and under $390 billion as shown in the schedule
below. The revised group fee rate schedule was identical to the schedule on
page         for average group assets under $210 billion. 
On January 1, 1996, FMR voluntarily added new breakpoints to the revised
schedule for average group assets in excess of $390 billion, pending
shareholder approval of a new management contract reflecting the revised
schedule and additional breakpoints. The revised group fee rate schedule
and its extensions provide for lower management fee rates as FMR's assets
under management increase. For average group assets in excess of $210
billion, the revised group fee rate schedule with additional breakpoints
voluntarily adopted by FMR is as follows:
VALUE FUND. Prior to November 1, 1994, the group fee rate was based on a
schedule with breakpoints ending at .3100% for average group assets in
excess of $102 billion. The group fee rate breakpoints shown above for
average group assets in excess of $138 billion and under $228 billion were
voluntarily adopted by FMR on January 1, 1992. The additional breakpoints
shown above for average group assets in excess of $228 billion were
voluntarily adopted by FMR on November 1, 1993.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints for average group assets
in excess of $210 billion and under $390 billion as shown in the schedule
below. The revised group fee rate schedule was identical to the schedule on
page  for average group assets under $210 billion. The fund's current
management contract reflects the group fee rate schedule above for average
group assets under $210 billion and the group fee rate schedule below for
average group assets in excess of $210 billion and under $390 billion.
On January 1, 1996, FMR voluntarily added new breakpoints to the revised
schedule for average group assets in excess of $390 billion, pending
shareholder approval of a new management contract reflecting the additional
breakpoints. The revised group fee rate schedule and its extensions provide
for lower management fee rates as FMR's assets under management increase.
The revised group fee rate schedule for average group assets in excess of
$210 billion and up to $390 billion with additional breakpoints voluntarily
adopted by FMR for average group assets in excess of $390 billion is shown
on page .
       GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group         Annualized   Group Net        Effective Annual   
Assets                Rate         Assets           Fee Rate           
 
 174 - $210 billion   .3000%        $ 150 billion   .3371%             
 
 210 - 246            .2950          175            .3325              
 
 246 - 282            .2900          200            .3284              
 
 282 - 318            .2850          225            .3249              
 
 318 - 354            .2800          250            .3219              
 
 354 - 390            .2750          275            .3190              
 
 390 - 426            .2700          300            .3163              
 
 426 - 462            .2650          325            .3137              
 
 462 - 498            .2600          350            .3113              
 
 498 - 534            .2550          375            .3090              
 
 Over 534             .2500          400            .3067              
 
                                     425            .3046              
 
                                     450            .3024              
 
                                     475            .3003              
 
                                     500            .2982              
 
                                     525            .2962              
 
                                     550            .2942              
 
 
The individual fund fee rate for each fund is .30%. Based on the average
group net assets of the funds advised by FMR for        December 1996
(Trend), and October 1996 (Value), the annual basic fee rate would be
calculated as follows:
 
<TABLE>
<CAPTION>
<S>          <C>              <C>   <C>                        <C>   <C>              
             Group Fee Rate         Individual Fund Fee Rate         Basic Fee Rate   
 
Trend Fund      .3021    %    +        .30    %                =        .6021    %    
 
Value Fund      .3037    %    +        .30    %                =        .6037    %    
 
</TABLE>
 
One-twelfth of this annual basic fee rate is applied to each fund's net
assets averaged for the most recent month, giving a dollar amount, which is
the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee is subject to upward or
downward adjustment, depending upon whether, and to what extent, each
fund's investment performance for the performance period exceeds, or is
exceeded by, the record of the S&P 500 (the Index) over the same period.
The performance period consists of the most recent month plus the previous
35 months. Each percentage point of difference, calculated to the nearest
1.0% (up to a maximum difference of (plus/minus)10.00 ) is multiplied by a
performance adjustment rate of .02%. Thus, the maximum annualized
adjustment rate is (plus/minus).20%. This performance comparison is made at
the end of each month. One twelfth (1/2) of this rate is then applied to
each fund's average net assets for the entire period, giving a dollar
amount which will be added to (or subtracted from) the basic fee.
Each fund's performance is calculated based on change in net asset value.
For purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by each fund are treated as if reinvested
in fund shares at the net asset value as of the record date for payment.
The record of the Index is based on change in value and is adjusted for any
cash distributions from the companies whose securities compose the Index.
Because the adjustment to the basic fee is based on each fund performance
compared to the investment record of the Index, the controlling factor is
not whether each fund's performance is up or down per se, but whether it is
up or down more or less than the record of the Index. Moreover, the
comparative investment performance of each fund is based solely on the
relevant performance period without regard to the cumulative performance
over a longer or shorter period of time.
The table below shows the management fees paid to FMR (including the amount
of the performance adjustment); the dollar amount of negative or positive
performance adjustments; and the net management fee as a percentage of the
funds' average net assets for the periods ending December 31, 1996, 1995,
and 1994 (Trend Fund) and October 31, 1996, 1995, and 1994 (Value Fund).
             Management Fee                                Management Fee       
             Including Performance   Performance           as a % of            
             Adjustment              Adjustment            Average Net Assets   
 
Trend Fund                                                                      
 
1996         $    5,447,000          $    -2,367,000           .42    %         
 
1995         $    7,395,000          $    -267,000             .59    %         
 
1994         $    10,109,000         $    2,182,000            .79    %         
 
Value Fund                                                                      
 
1996         $    41,261,000         $    2,736,000            .65    %         
 
1995         $    30,707,000         $    3,877,000            .70    %         
 
1994         $    17,190,000         $    1,671,000            .72    %         
 
FMR may, from time to time, voluntarily reimburse all or a portion of each
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase each fund's total returns        and repayment of the
reimbursement by each fund will lower its total returns.
SUB-ADVISERS. On behalf of each fund,FMR has entered into sub-advisory
agreements with FMR U.K., and FMR Far East. Pursuant to the sub-advisory
agreements, FMR may receive investment advice and research services outside
the United States from the sub-advisers. On behalf of Value Fund, FMR may
also grant the sub-advisers investment management authority as well as the
authority to buy and sell securities if FMR believes it would be beneficial
to the fund.
Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia, and the Pacific
Basin.
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. Under the sub-advisory agreements FMR pays the fees of
FMR U.K. and FMR Far East. For providing non-discretionary investment
advice and research services, FMR pays FMR U.K. and FMR Far East fees equal
to 110% and 105%, respectively, of FMR U.K.'s and FMR Far East's costs
incurred in connection with providing investment advice and research
services.
On behalf of Value Fund for providing discretionary investment management
and executing portfolio transactions, FMR pays FMR U.K. and FMR Far East a
fee equal to .50% of its monthly management fee rate with respect to the
fund's average net assets managed by the sub-adviser on a discretionary
basis.
   For providing investment advice and research services, the fees paid to
the sub-advisors for the fiscal years ended 1996, 1995, and 1999 were as
follows:    
              TREND FUND                            
 
Fiscal Year   FMR U.K.           FMR Far East       
 
1996          $    309,579       $    305,066       
 
1995          $    86,121        $    89,874        
 
1994          $    41,909        $    43,204        
 
              VALUE FUND                            
 
Fiscal Year   FMR U.K.           FMR Far East       
 
1996          $    31,678        $    33,681        
 
1995          $    273,880       $    250,299       
 
1994          $    186,691       $    209,966       
 
   For the fiscal years ended October 1996, 1995, and 1994, n    o fees
were paid    by FMR to FMR U.K. and FMR Far East for     providing
discretionary investment management and executing portfolio transactions on
behalf of Value Fund   .    
DISTRIBUTION AND SERVICE PLANS
The Trustees have approved Distribution and Service Plans on behalf of the
funds (the Plans) pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the Rule). The Rule provides in substance that a mutual fund may
not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of a fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow the funds and FMR to incur
certain expenses that might be considered to constitute indirect payment by
the funds of distribution expenses.
Under each Plan, if the payment of management fees by the funds to FMR is
deemed to be indirect financing by the funds of the distribution of their
shares, such payment is authorized by the Plans. Each Plan also
specifically recognizes that FMR, either directly or through FDC, may use
its management fee revenue, past profits, or other resources, without
limitation, to pay promotional and administrative expenses in connection
with the offer and sale of shares of each fund. In addition, each Plan
provides that FMR may use its resources, including its management fee
revenues, to make payments to third parties that assist in selling shares
of each fund, or to third parties, including banks, that render shareholder
support services.
Currently, the Board of Trustees has not authorized such payments.
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the fund and its shareholders. In particular, the Trustees noted that the
Plans do not authorize payments by a fund other than those made to FMR
under its management contract with the fund. To the extent that each Plan
gives FMR and FDC greater flexibility in connection with the distribution
of shares of each fund, additional sales of fund shares may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plans by local entities with whom shareholders have
other relationships.
The Plans were approved by shareholders of the funds on September 24, 1986
(Trend Fund), and July 23, 1986 (Value Fund). 
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law. 
Each fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plans.
No preference for the instruments of such depository institutions will be
shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
   FMR, its officers and directors, its affiliated companies, and the Board
of Trustees may, from time to time, conduct transactions with various
banks, including banks serving as custodians for certain funds advised by
FMR. The Boston branch of the fund's custodian leases its office space from
an affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have occurred to
date include mortgages and personal and general business loans. In the
judgment of FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund
relationships.    
FSC, an affiliate of FMR, is transfer, dividend disbursing, and shareholder
servicing agent for each fund. FSC receives an annual account fee and an
asset-based fee each based on account size and fund type for each retail
account and certain institutional accounts. With respect to certain
institutional retirement accounts, FSC receives an annual account fee and
an asset-based fee based on account type or fund type. These annual account
fees are subject to increase based on postal rate changes. The asset-based
fees are subject to adjustment if the year-to-date total return of the S&P
500 exceeds a positive or negative 15%. FSC also collects small account
fees from certain accounts with balances of less than $2,500.
The Bank of New York and Chemical Bank, each headquartered in New York,
also may serve as a special purpose custodian of certain assets in
connection with pooled repurchase agreement transactions. 
FSC pays out-of-pocket expenses associated with providing transfer agent
services. In addition, FSC bears the expense of typesetting, printing, and
mailing prospectuses, statements of additional information, and all other
reports, notices, and statements to shareholders, with the exception of
proxy statements.
FSC also performs the calculations necessary to determine each fund's net
asset value per share and dividends, and maintains each fund's accounting
records. The annual fee rates for these pricing and bookkeeping services
are based on each fund's average net assets, specifically, .06% for the
first $500 million of average net assets and .03% for average net assets in
excess of $500 million. The fee is limited to a minimum of $60,000 and a
maximum of $800,000 per year. 
The table below shows the fees paid to FSC for pricing and bookkeeping
services, including related out-of-pocket expenses during each fund's last
three fiscal years:
      Pricing and Bookkeeping Fees                     
 
 
<TABLE>
<CAPTION>
<S>                          <C>                <C>                <C>                <C>       
                             1996               1995               1994                         
 
   Fidelity Trend Fund       $    542,000       $    526,000       $    537,000                 
 
   Fidelity Value Fund       $ 808,000          $ 760,000          $ 734,000                    
 
</TABLE>
 
FSC also receives fees for administering each fund's securities lending
program. For fiscal 1996, 1995, and 1994, there were no securities lending
fees incurred by the funds.
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreements call
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of each fund, which are continuously
offered at net asset value. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUSTS
TRUSTS' ORGANIZATION. Fidelity Trend Fund is an open-end management
investment company originally organized as a Massachusetts corporation on
December 18, 1957. On September 18, 1984, the fund was reorganized as a
Massachusetts business trust, at which time its name was changed from
Fidelity Trend Fund, Inc. to Fidelity Trend Fund. Fidelity Capital Fund,
Inc., an investment company also advised by FMR, was merged with Fidelity
Trend Fund on December 31, 1979.
Fidelity Value Fund is a fund of Fidelity Capital Trust an open-end
management investment company organized as a Massachusetts business trust
on May 31, 1978. On September 21, 1978, the trust's name was changed from
Devon Equity Fund to Fidelity Asset Investment Trust. On December 30, 1983,
the trust's name was changed to Fidelity Discoverer Fund. On August 1,
1986, the trust's name was changed to Fidelity Value Fund, and on November
1, 1986, the trust's name was changed to Fidelity Capital Trust. Currently,
there are four funds of the trust: Fidelity Capital Appreciation Fund,
Fidelity Disciplined Equity Fund, Fidelity Stock Selector, and Fidelity
Value Fund.
The Declarations of trust permit the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to a trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn. There is a remote possibility that one fund might become
liable for any misstatements in its prospectus or statement of additional
information about another fund.
The assets of each trust received for the issue or sale of shares of each
of its funds and all income, earnings, profits, and proceeds thereof,
subject only to the rights of creditors, are especially allocated to such
fund, and constitute the underlying assets of such fund. The underlying
assets of each fund are segregated on the books of account, and are to be
charged with the liabilities with respect to such fund and with a share of
the general liabilities of their respective trusts. Expenses with respect
to each trust are to be allocated in proportion to the asset value of their
respective funds, except where allocations of direct expense can otherwise
be fairly made. The officers of each trust, subject to the general
supervision of the Boards of Trustees, have the power to determine which
expenses are allocable to a given fund, or which are general or allocable
to all of the funds of a certain trust. In the event of the dissolution or
liquidation of a trust, shareholders of each fund of that trust are
entitled to receive as a class the underlying assets of such fund available
for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. Each trust is an entity of the type
commonly known as "Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. Each Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or its Trustees shall include a provision limiting the obligations
created thereby to the trust and its assets. Each Declaration of Trust
provides for indemnification out of each fund's property of any shareholder
held personally liable for the obligations of the fund. Each Declaration of
Trust also provides that its funds shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the
fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
Each Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declarations of trust protect Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder for Value Fund, you receive one vote for each
dollar value of net asset value you own. The shares have no preemptive or
conversion rights; the voting and dividend rights, the right of redemption,
and the privilege of exchange are described in the Prospectus. Shares are
fully paid and nonassessable, except as set forth under the heading
"Shareholder and Trustee Liability" above. Shareholders representing 10% or
more of a trust or fund may, as set forth in the Declarations of trust,
call meetings of a trust or fund for any purpose related to the trust or
fund, as the case may be, including, in the case of a meeting of an entire
trust, the purpose of voting on removal of one or more Trustees. Each trust
or fund may be terminated upon the sale of its assets to another open-end
management investment company, or upon liquidation and distribution of its
assets, if approved by vote of the holders of a majority of the outstanding
shares of the trust or the fund (Trend Fund), or as determined by the
current value of each shareholder's investment in the fund or trust (Value
Fund). If not so terminated, each trust or fund will continue indefinitely.
Each fund of Fidelity Capital Trust may invest all of its assets in another
investment company.
CUSTODIAN. Chase Manhattan Bank, N.A., 1211 Avenue of the Americas, New
York, New York, is custodian of the assets of Trend Fund. Brown Brothers
Harriman & Co., 40 Water Street, Boston, Massachusetts, is custodian of the
assets of Value Fund. The custodians are responsible for the safekeeping of
a fund's assets and the appointment of the subcustodian banks and clearing
agencies. The custodian takes no part in determining the investment
policies of a fund or in deciding which securities are purchased or sold by
a fund. However, a fund may invest in obligations of the custodian and may
purchase securities from or sell securities to the custodian. 
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR. The
Boston branch of Value Fund's custodian leases its office space from an
affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have occurred to
date include mortgages and personal and general business loans. In the
judgment of FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund relationships.
AUDITOR.    Coopers & Lybrand L.L.P.     serves as the fund's independent
accountant. The auditor examines financial statements for the funds and
provides other audit, tax, and related services.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the fiscal
year ended December 31, 1996 (Trend Fund) and October 31, 1996 (Value
Fund),    and reports of the auditor     are included in    each     fund's
Annual Report, which    are     separate report   s     supplied with this
   SAI     Information.    The     fund   's     financial statements   ,
including the     financial highlights   , and reports of the auditor    
are incorporated herein by reference.    For a free additional copy of each
fund's Annual Report, contact Fidelity at 1-800-544-8888.    
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE    RATINGS OF     CORPORATE
BOND   S    :
   Moody's ratings for obligations with an original remaining maturity in
excess of one year fall within nine categories. They range from Aaa
(highest quality) to C (lowest quality). Moody applies numerical modifiers
of 1, 2, or 3 to each generic rating classification from Aa through B. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category: the modifier 2 indicates a mid-range ranking: and
the modifier 3 indicates that the issue ranks on the lower end of its
generic rating category.    
AAA -    Bonds that     are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large or
by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of
such issues.
AA -    Bonds that     are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than the Aaa securities.
A -    Bonds that     are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations.
Factors giving security to principal and interest are considered adequate
but elements may be present which suggest a susceptibility to impairment
sometime in the future.
BAA -    Bonds that     are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly secured).
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.
BA -    Bonds that     are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.
B -    Bonds that     are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may
be small.
CAA -    Bonds that     are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.
CA -    Bonds that     are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked short-comings.
C - Bonds    that     are rated C are the lowest-rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
DESCRIPTION OF STANDARD & POOR'S    RATINGS OF     CORPORATE BOND   S.
 Debt issues may be designated by Standard & Poor's as either investment
grade ("AAA" through "BBB") or speculative grade ("BBB" through "D"). While
speculatives grade debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major
exposures to adverse conditions. Ratings from AA to CCC may be modified by
the addition of a plus sign (+) or minus sign (-) to show relative standing
within the major rating categories.     
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied BBB- rating.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB or BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.
CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed but
debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating will also
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
 
PART C.  OTHER INFORMATION
Item 24.  Financial Statements and Exhibits
(a)(1) Financial Statements and Financial Highlights, included in the
Annual Report, for Fidelity Value Fund    for the fiscal year ended October
31, 1996, are incorporated herein by reference to the fund's Statement of
Additional    Information and were filed on February 11, 1997 for Fidelity
Capital Trust (No. 811-2841) pursuant to Rule     30d-1 under the
Investment Company Act of 1940 and are incorporated herein by reference.
(b)   Exhibits
 (1)  Amended and Restated Declaration of Trust, dated November 17, 1994,
is incorporated herein by reference to Exhibit 1 of Post-Effective
Amendment No. 61.
 (2)  Bylaws of the Trust, as amended, are incorporated herein by reference
to Exhibit 2(a) of Fidelity Union Street Trust's (file No. 2-50318)
Post-Effective Amendment No. 87.
 (3)  Not applicable.
 (4)  Not applicable.
 (5) (a) Management Contract, dated November 1, 1994, between Fidelity
Value Fund and Fidelity Management & Research Company, is incorporated
herein by reference to Exhibit 5(a) of Post-Effective Amendment 62.
  (b) Management Contract, dated November 1, 1994, between Fidelity
Disciplined Equity Fund and Fidelity Management & Research Company, is
incorporated herein by reference to Exhibit 5(b) of Post-Effective
Amendment No. 60.
  (c) Management Contract, dated November 1, 1994, between Fidelity Capital
Appreciation Fund and Fidelity Management & Research Company, is
incorporated herein by reference to Exhibit 5(c) of Post-Effective
Amendment No. 60. 
  (d) Management Contract, dated November 1, 1994, between Fidelity Stock
Selector and Fidelity Management & Research Company, is incorporated herein
by reference to Exhibit 5(d) of Post-Effective Amendment No. 60. 
  (e) Management Contract, dated October 17, 1996, between Fidelity
TechnoQuant Growth Fund and Fidelity Management & Research Company, is
incorporated herein by reference to Exhibit 5(e) of Post-Effective
Amendement 68.
  (f) Sub-Advisory Agreement, dated November 1, 1994, between Fidelity
Management & Research Company, Fidelity Management & Research (U.K.) Inc.,
and Fidelity Capital Trust on behalf of Fidelity Value Fund, is
incorporated herein by reference to Exhibit 5(e) of Post-Effective No. 62.
  (g) Sub-Advisory Agreement, dated November 1, 1994, between Fidelity
Management & Research Company, Fidelity Management & Research (Far East)
Inc., and Fidelity Capital Trust on behalf of Fidelity Value Fund, is
incorporated herein by reference to Exhibit 5(f) of Post-Effective No. 62.
  (h) Sub-Advisory Agreement, dated November 1, 1994, between Fidelity
Management & Research Company, Fidelity Management & Research (U.K.) Inc.,
and Fidelity Capital Trust on behalf of Fidelity Disciplined Equity Fund,
is incorporated herein by reference to Exhibit 5(g) of Post-Effective
Amendment No. 60. 
  (i) Sub-Advisory Agreement, dated November 1, 1994, between Fidelity
Management & Research Company, Fidelity Management & Research (Far East)
Inc., and Fidelity Capital Trust on behalf of Fidelity Disciplined Equity
Fund, is incorporated herein by reference to Exhibit 5(h) of Post-Effective
Amendment No. 60. 
  (j) Sub-Advisory Agreement, dated November 1, 1994, between Fidelity
Management & Research Company, Fidelity Management & Research (U.K.) Inc.,
and Fidelity Capital Trust on behalf of Fidelity Capital Appreciation Fund,
is incorporated herein by reference to Exhibit 5(i) of Post-Effective
Amendment No. 60. 
  (k) Sub-Advisory Agreement, dated November 1, 1994, between Fidelity
Management & Research Company, Fidelity Management & Research (Far East)
Inc., and Fidelity Capital Trust on behalf of Fidelity Capital Appreciation
Fund, is incorporated herein by reference to Exhibit 5(j) of Post-Effective
Amendment No. 60.
  (l) Sub-Advisory Agreement, dated November 1, 1994, between Fidelity
Management & Research Company, Fidelity Management & Research Company
(U.K.) Inc., and Fidelity Capital Trust on behalf of Fidelity Stock
Selector, is incorporated herein by reference to Exhibit 5(k) of
Post-Effective Amendment No. 60. 
  (m) Sub-Advisory Agreement, dated November 1, 1994, between Fidelity
Management & Research Company, Fidelity Management & Research (Far East)
Inc., and  Fidelity Capital Trust on behalf of Fidelity Stock Selector, is
incorporated herein by reference to Exhibit 5(l) of Post-Effective
Amendment No. 60. 
  (n) Sub-Advisory Agreement, dated October 17, 1996 between Fidelity
Management & Research Company, Fidelity Management & Research (U.K.) Inc.,
and Fidelity Capital Trust on behalf of Fidelity TechnoQuant Growth Fund,
is incorporated herein by reference to Exhibit 5(n) of Post-Effective
Amendement 68.
  (o) Sub-Advisory Agreement, dated October 17, 1996 between Fidelity
Management & Research Company, Fidelity Management & Research (Far East)
Inc., and Fidelity Capital Trust on behalf of Fidelity TechnoQuant Growth
Fund, is incorporated herein by reference to Exhibit 5(o) of Post-Effective
Amendement 68.  
 (6) (a) General Distribution Agreement, dated April 1, 1987, between
Fidelity Value Fund and Fidelity Distributors Corporation is incorporated
herein by reference to Exhibit 6(a) of Post-Effective Amendment No. 61.
  (b) Amendment to the General Distribution Agreement, dated January 1,
1988, between Fidelity Value Fund and Fidelity Distributors Corporation, is
incorporated herein by reference to Exhibit 6(b) of Post-Effective
Amendment No. 61.
  (c) General Distribution Agreement, dated April 1, 1987, between Fidelity
Capital Appreciation Fund and Fidelity Distributors Corporation, is
incorporated herein by reference to Exhibit 6(c) of Post-Effective
Amendment No. 61.
  (d) Amendment to the General Distribution Agreement, dated January 1,
1988, between Fidelity Capital Appreciation Fund and Fidelity Distributors
Corporation, is incorporated herein by reference to Exhibit 6(d) of
Post-Effective Amendment No. 61.
  (e) General Distribution Agreement, dated December 28, 1988, between
Fidelity Disciplined Equity Fund and Fidelity Distributors Corporation, is
incorporated herein by reference to Exhibit 6(e) of Post-Effective
Amendment No. 61.
  (f) General Distribution Agreement, dated September 23, 1990, between
Fidelity Stock Selector and Fidelity Distributors Corporation, is
incorporated herein by reference to Exhibit 6(f) of Post-Effective
Amendment No. 61.
  (g) General Distribution Agreement, dated October 17, 1996, between
Fidelity TechnoQuant Growth Fund and Fidelity Distributors Corporation, is
incorporated herein by reference to Exhibit 6(g) of Post-Effective
Amendement 68.
  (h) Amendments to the General Distribution Agreement between Fidelity
Capital Trust on behalf of Fidelity Capital Appreciation Fund and Fidelity
Distributors Corporation, dated March 14, 1996 and July 15, 1996, are
incorporated herein by reference to Exhibit 6(k) of Fidelity Select
Portfolios' Post-Effective Amendment No. 57 (File No. 2-69972).
  (i) Amendments to the General Distribution Agreement between Fidelity
Capital Trust on behalf of Fidelity Value Fund and Fidelity Disciplined
Equity Fund and Fidelity Distributors Corporation, dated March 14, 1996 and
July 15, 1996, are incorporated herein by reference to Exhibit 6(a) of
Fidelity Court Street Trust's Post-Effective Amendment No. 61 (File No.
2-58774).
  (j) Amendments to the General Distribution Agreement between Fidelity
Capital Trust on behalf of Fidelity Stock Selector and Fidelity
Distributors Corporation, dated March 14, 1996 and July 15, 1996, are
incorporated herein by reference to Exhibit 6(b) of Fidelity Court Street
Trust's Post-Effective Amendment No. 61 (File No. 2-58774).
 (7) (a) Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, as amended on November 16, 1995, is incorporated herein
by reference to Exhibit 7(a) of Fidelity Select Portfolio's Trust's (File
No. 2-69972) Post-Effective Amendment No. 54.
  (b) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of December 1, 1995 is
incorporated herein by reference to Exhibit 7(b) of Fidelity School Street
Trust's (File No. 2-57167) Post-Effective Amendment No. 47.
 (8) (a) Custodian Agreement and Appendix C, dated September 1, 1994,
between Brown Brothers Harriman & Company and Fidelity Capital Trust, on
behalf of Fidelity Value Fund, Fidelity Disciplined Equity Fund, Fidelity
Capital Appreciation Fund, and Fidelity Stock Selector, is incorporated
herein by reference to Exhibit 8(a) of Fidelity Commonwealth Trust's
Post-Effective Amendment No. 56 (File No. 2-52322).
  (b) Appendix A, dated January 18, 1996, to the Custodian Agreement, dated
September 1, 1994, between Brown Brothers Harriman & Company and Fidelity
Capital Trust, on behalf of Fidelity Value Fund, Fidelity Disciplined
Equity Fund, Fidelity Capital Appreciation Fund, and Fidelity Stock
Selector, is incorporated herein by reference to Exhibit 8(d) of Fidelity
Investment Trust's Post-Effective Amendment No. 65 (File No. 2-90649). 
  (c) Appendix B, dated May 16, 1996, to the Custodian Agreement, dated
September 1, 1994, between Brown Brothers Harriman & Company and Fidelity
Capital Trust, on behalf of Fidelity Value Fund, Fidelity Disciplined
Equity Fund, Fidelity Capital Appreciation Fund, and Fidelity Stock
Selector, is incorporated herein by reference to Exhibit 8(e) of Fidelity
Securities Fund's Post-Effective Amendment No. 35 (File No. 2-93601).
(small solid bullet)                  (d) Custodian Agreement and Appendix
C, dated August 1, 1994, between The Chase Manhattan Bank, N.A. and
Fidelity Capital Trust on behalf of Fidelity TechnoQuant Growth Fund is
incorporated herein by reference to Exhibit 8(a) of Fidelity Investment
Trust's Post-Effective Amendment No. 59 (File No. 2-90649).
(small solid bullet)                  (e) Appendix A, dated October 17,
1996, to the Custodian Agreement, dated August 1, 1994, between The Chase
Manhattan Bank, N.A. and Fidelity Capital Trust on behalf of Fidelity
TechnoQuant Growth Fund is incorporated herein by reference to Exhibit 8(c)
of Fidelity Charles Street Trust's Post-Effective Amendment No. 57 (File
No. 2-73133).
(small solid bullet)                  (f) Appendix B, dated July 18, 1996,
to the Custodian Agreement, dated August 1, 1994, between The Chase
Manhattan Bank, N.A. and Fidelity Capital Trust on behalf of Fidelity
TechnoQuant Growth Fund is incorporated herein by reference to Exhibit 8(b)
of Fidelity Securities Fund's Post-Effective Amendment No. 35 (File No.
2-93601).
  (g) Fidelity Group Repo Custodian Agreement among The Bank of New York,
J.P. Morgan Securities, Inc., and Fidelity Capital Trust, on behalf of
Fidelity Value Fund, Fidelity Disciplined Equity Fund, Fidelity Capital
Appreciation Fund and Fidelity Stock Selector, dated February 12, 1996, is
incorporated herein by reference to Exhibit 8(d) of Fidelity Institutional
Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.
  (h) Schedule 1 to the Fidelity Group Repo Custodian Agreement between The
Bank of New York and Fidelity Capital Trust, on behalf of Fidelity Value
Fund, Fidelity Disciplined Equity Fund, Fidelity Capital Appreciation Fund
and Fidelity Stock Selector, dated February 12, 1996, is incorporated
herein by reference to Exhibit 8(e) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.
  (i) Fidelity Group Repo Custodian Agreement among Chemical Bank,
Greenwich Capital Markets, Inc., and Fidelity Capital Trust, on behalf of
Fidelity Value Fund, Fidelity Disciplined Equity Fund, Fidelity Capital
Appreciation Fund and Fidelity Stock Selector, dated November 13, 1995, is
incorporated herein by reference to Exhibit 8(f) of Fidelity Institutional
Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.
  (j) Schedule 1 to the Fidelity Group Repo Custodian Agreement between
Chemical Bank and Fidelity Capital Trust, on behalf of Fidelity Value Fund,
Fidelity Disciplined Equity Fund, Fidelity Capital Appreciation Fund and
Fidelity Stock Selector, dated November 13, 1995, is incorporated herein by
reference to Exhibit 8(g) of Fidelity Institutional Cash Portfolios' (File
No. 2-74808) Post-Effective Amendment No. 31.
  (k) Joint Trading Account Custody Agreement between The Bank of New York
and Fidelity Capital Trust, on behalf of Fidelity Value Fund, Fidelity
Disciplined Equity Fund, Fidelity Capital Appreciation Fund and Fidelity
Stock Selector, dated May 11, 1995, is incorporated herein by reference to
Exhibit 8(h) of Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
  (l) First Amendment to Joint Trading Account Custody Agreement between
The Bank of New York and Fidelity Capital Trust, on behalf of Fidelity
Value Fund, Fidelity Disciplined Equity Fund, Fidelity Capital Appreciation
Fund and Fidelity Stock Selector, dated July 14, 1995, is incorporated
herein by reference to Exhibit 8(i) if Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.
  (m) Form of Fidelity Group Repo Custodian Agreement among The Bank of New
York, J.P. Morgan Securities, Inc., and Fidelity Capital Trust on behalf of
Fidelity TechnoQuant Growth Fund is incorporated herein by reference to
Exhibit 8(m) of Post-Effective Amendment No. 67.
  (n) Form of Schedule 1 to the Fidelity Group Repo Custodian Agreement
between The Bank of New York and Fidelity Capital Trust on behalf of
Fidelity TechnoQuant Growth Fund is incorporated herein by reference to
Exhibit 8(n) of Post-Effective Amendment No. 67.
  (o) Form of Joint Trading Account Custody Agreement between The Bank of
New York and Fidelity Capital Trust on behalf of Fidelity TechnoQuant
Growth Fund is incorporated herein by reference to Exhibit 8(o) of
Post-Effective Amendment No. 67.
  (p) Form of First Amendment to Joint Trading Account Custody Agreement
between The Bank of New York and Fidelity Capital Trust on behalf of
Fidelity TechnoQuant Growth Fund is incorporated herein by reference to
Exhibit 8(p) of Post-Effective Amendment No. 67.
  (9)  Not applicable.
 (10)  Not applicable.
 (11)  Consent of Coopers & Lybrand L.L.P. is filed herein as Exhibit 11.
 (12)  Not applicable.
 (13)  Not applicable.
          (14) (a)   Fidelity Individual Retirement Account Custodial
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(a) of Fidelity Union Street Trust's (File
No. 2-50318) Post-Effective Amendment No. 87.
 (b) Fidelity Institutional Individual Retirement Account Custodial
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(d) of Fidelity Union Street Trust's (File
No. 2-50318) Post-Effective Amendment No. 87.
 (c) National Financial Services Corporation Individual Retirement Account
Custodial Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(h) of Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
 (d) Fidelity Portfolio Advisory Services Individual Retirement Account
Custodial Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(i) of Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
 (e) Fidelity 403(b)(7) Custodial Account Agreement, as currently in
effect, is incorporated herein by reference to Exhibit 14(e) of Fidelity
Union Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
 (f) National Financial Services Corporation Defined Contribution
Retirement Plan and Trust Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(k) of Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
 (g) The CORPORATEplan for Retirement Profit Sharing/401K Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(l)
of Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
 (h) The CORPORATEplan for Retirement Money Purchase Pension Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(m)
of Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
 (i) Fidelity Investments Section 403(b)(7) Individual Custodial Account
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(f) of Fidelity Commonwealth Trust's (File
No. 2-52322) Post Effective Amendment No. 57.
 (j) Plymouth Investments Defined Contribution Retirement Plan and Trust
Agreement, as currently in effect, is incorporated herein by reference to
Exhibit 14(o) of Fidelity Commonwealth Trust's (File No. 2-52322) Post
Effective Amendment No. 57.
 (k) The Fidelity Prototype Defined Benefit Pension Plan and Trust Basic
Plan Document and Adoption Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(d) of Fidelity Securities
Fund's (File No. 2-93601) Post Effective Amendment No. 33.
 (l) The Institutional Prototype Plan Basic Plan Document, Standardized
Adoption Agreement, and Non-Standardized Adoption Agreement, as currently
in effect, is incorporated herein by reference to Exhibit 14(o) of Fidelity
Securities Fund's (File No. 2-93601) Post Effective Amendment No. 33.
 (m) The CORPORATEplan for Retirement 100SM Profit Sharing/401(k) Basic
Plan Document, Standardized Adoption Agreement, and Non-Standardized
Adoption Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(f) of Fidelity Securities Fund's (File No. 2-93601)
Post Effective Amendment No. 33.
 (n) The Fidelity Investments 401(a) Prototype Plan for Tax-Exempt
Employers Basic Plan Document, Standardized Profit Sharing Plan Adoption
Agreement, Non-Standardized Discretionary Contribution Plan No. 002
Adoption Agreement, and Non-Standardized Discretionary Contribution Plan
No. 003 Adoption Agreement, as currently in effect, is incorporated herein
by reference to Exhibit 14(g) of Fidelity Securities Fund's (File No.
2-93601) Post Effective Amendment No. 33.
 (o) Fidelity Investments 403(b) Sample Plan Basic Plan Document and
Adoption Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(p) of Fidelity Securities Fund's (File No. 2-93601)
Post Effective Amendment No. 33.
 (p) Fidelity Defined Contribution Retirement Plan and Trust Agreement, as
currently in effect, is incorporated herein by reference to Exhibit 14(c)
of Fidelity Securities Fund's (File No. 2-93601) Post Effective Amendment
No. 33.
 (15) (a) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Value Fund, is incorporated herein by reference to Exhibit 15(a) of
Post-Effective Amendment No. 61.
   (b) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Stock Selector, is incorporated herein by reference to Exhibit 15(b) of
Post-Effective Amendment No. 61.
   (c) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Disciplined Equity Fund, is incorporated herein by reference to Exhibit
15(c) of Post-Effective Amendment No. 61.
 (16) (a) Schedule for computation of total returns for Fidelity Value
Fund, is incorporated herein by reference to Exhibit 16(a) of
Post-Effective Amendment No. 63.
   (b) Schedule for computation of moving averages for Fidelity Value Fund
is incorporated herein by reference to Exhibit 16(b) of Post-Effective
Amendment No. 63.
 (17)   Financial Data Schedules are electronically filed herein as Exhibit
17.
 (18)   Not applicable.
Item 25. Persons Controlled by or under Common Control with Registrant
 The Board of Trustees of Fidelity Capital Trust is the same as the boards
of other funds advised by FMR, each of which has Fidelity Management &
Research Company as its investment adviser. In addition, the officers of
these funds are substantially identical.  Nonetheless, the Registrant takes
the position that it is not under common control with these other funds
since the power residing in the respective boards and officers arises as
the result of an official position with the respective funds.
Item 26. Number of Holders of Securities  
   Title of Class:   Shares of Beneficial Interest as of 12/31/96
Name of Series                       Number of Record Holders   
 
Fidelity Capital Appreciation Fund   151,338                    
 
Fidelity Disciplined Equity Fund     159,941                    
 
Fidelity Stock Selector              124,115                    
 
Fidelity TechnoQuant Growth Fund     4,098                      
 
Fidelity Value Fund                  474,021                    
 
Item 27. Indemnification
 Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or officer. It states that the
Registrant shall indemnify any present or past Trustee or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action, suit, or
proceeding in which he is involved by virtue of his service as a Trustee,
an officer, or both. Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification. Indemnification will
not be provided in certain circumstances, however. These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.
 Pursuant to Section 11 of the Distribution Agreement, the Registrant
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against any
loss, liability, claim, damages or expense arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information, shareholder
reports or other information filed or made public by the Registrant
included a materially misleading statement or omission. However, the
Registrant does not agree to indemnify the Distributor or hold it harmless
to the extent that the statement or omission was made in reliance upon, and
in conformity with, information furnished to the Registrant by or on behalf
of the Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of willful
misfeasance, bad faith, gross negligence, and reckless disregard of the
obligations and duties under the Distribution Agreement.
 Pursuant to the agreement by which Fidelity Service Company, Inc.
("Service") is appointed transfer agent, the Registrant agrees to indemnify
and hold Service harmless against any losses, claims, damages, liabilities
or expenses (including reasonable counsel fees and expenses) resulting
from:
 (1) any claim, demand, action or suit brought by any person other than the
Registrant, including by a shareholder, which names the Service and/or the
Registrant as a party and is not based on and does not result from
Service's willful misfeasance, bad faith or negligence or reckless
disregard of duties, and arises out of or in connection with Service's
performance under the Transfer Agency Agreement; or
 (2) any claim, demand, action or suit (except to the extent contributed to
by Service's willful misfeasance, bad faith or negligence or reckless
disregard of duties) which results from the negligence of the Registrant,
or from Service's acting upon any instruction(s) reasonably believed by it
to have been executed or communicated by any person duly authorized by the
Registrant, or as a result of Service's acting in reliance upon advice
reasonably believed by Service to have been given by counsel for the
Registrant, or as a result of Service's acting in reliance upon any
instrument or stock certificate reasonably believed by it to have been
genuine and signed, countersigned or executed by the proper person.
Item 28. Business and Other Connections of Investment Adviser
 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
 FMR serves as investment adviser to a number of other investment
companies.  The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
 
<TABLE>
<CAPTION>
<S>                         <C>                                                      
Edward C. Johnson 3d        Chairman of the Executive Committee of FMR;              
                            President and Chief Executive Officer of FMR Corp.;      
                            Chairman of the Board and Director of FMR, FMR           
                            Corp., FMR Texas Inc., FMR (U.K.) Inc., and FMR          
                            (Far East) Inc.; Chairman of the Board and               
                            Representative Director of Fidelity Investments Japan    
                            Limited; President and Trustee of funds advised by       
                            FMR.                                                     
 
                                                                                     
 
J. Gary Burkhead            President and Director of FMR, FMR Texas Inc., FMR       
                            (U.K.) Inc., and FMR (Far East) Inc.; Managing           
                            Director of FMR Corp.; Senior Vice President and         
                            Trustee of funds advised by FMR.                         
 
                                                                                     
 
Peter S. Lynch              Vice Chairman of the Board and Director of FMR.          
 
                                                                                     
 
Marta Amieva                Vice President of FMR.                                   
 
                                                                                     
 
Dwight D. Churchill         Vice President of FMR.                                   
 
                                                                                     
 
John D. Crumrine            Assistant Treasurer of FMR, FMR (U.K.) Inc., FMR         
                            (Far East) Inc., and FMR Texas Inc.; Vice President      
                            and Treasurer of FMR Corp.                               
 
                                                                                     
 
William Danoff              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Scott E. DeSano             Vice President of FMR.                                   
 
                                                                                     
 
Craig P. Dinsell            Vice President of FMR.                                   
 
                                                                                     
 
Penelope Dobkin             Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
George C. Domolky           Vice President of FMR.                                   
 
                                                                                     
 
Larry A. Domash             Vice President of FMR.                                   
 
                                                                                     
 
Bettina Doulton             Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Margaret L. Eagle           Vice President of FMR and a fund advised by FMR.         
 
                                                                                     
 
Richard B. Fentin           Senior Vice President of FMR and Vice President of a     
                            fund advised by FMR.                                     
 
                                                                                     
 
Gregory Fraser              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Jay Freedman                Assistant Clerk of FMR; Clerk of FMR Corp., FMR          
                            (U.K.) Inc., and FMR (Far East) Inc.; Secretary of       
                            FMR Texas Inc.                                           
 
                                                                                     
 
Robert Gervis               Vice President of FMR.                                   
 
                                                                                     
 
David L. Glancy             Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Kevin E. Grant              Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Barry A. Greenfield         Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Boyce I. Greer              Vice President of FMR.                                   
 
                                                                                     
 
Bart Grenier                Vice President of FMR.                                   
 
                                                                                     
 
Robert Haber                Vice President of FMR.                                   
 
                                                                                     
 
Richard C. Habermann        Senior Vice President of FMR; Vice President of funds    
                            advised by FMR.                                          
 
                                                                                     
 
William J. Hayes            Senior Vice President of FMR; Vice President of          
                            Equity funds advised by FMR.                             
 
                                                                                     
 
Richard Hazlewood           Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Fred L. Henning Jr.         Senior Vice President of FMR; Vice President of          
                            Fixed-Income funds advised by FMR.                       
 
                                                                                     
 
John R. Hickling            Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Robert F. Hill              Vice President of FMR; Director of Technical             
                            Research.                                                
 
                                                                                     
 
Curt Hollingsworth          Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Abigail P. Johnson          Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Stephen P. Jonas            Vice President of FMR; Treasurer of FMR, FMR             
                            (U.K.) Inc., FMR (Far East) Inc., and FMR Texas Inc.     
 
                                                                                     
 
David B. Jones              Vice President of FMR.                                   
 
                                                                                     
 
Steven Kaye                 Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Francis V. Knox             Vice President of FMR; Compliance Officer of FMR         
                            (U.K.) Inc.                                              
 
                                                                                     
 
David P. Kurrasch           Vice President of FMR.                                   
 
                                                                                     
 
Robert A. Lawrence          Senior Vice President of FMR; Vice President of High     
                            Income funds advised by FMR.                             
 
                                                                                     
 
Alan Leifer                 Vice President of FMR.                                   
 
                                                                                     
 
Harris Leviton              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Bradford E. Lewis           Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Arthur S. Loring            Senior Vice President, Clerk, and General Counsel of     
                            FMR; Vice President/Legal, and Assistant Clerk of        
                            FMR Corp.; Secretary of funds advised by FMR.            
 
                                                                                     
 
Richard R. Mace Jr.         Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Malcolm W. MacNaught II     Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Robert H. Morrison          Vice President of FMR; Director of Equity Trading.       
 
                                                                                     
 
David L. Murphy             Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Jacques Perold              Vice President of FMR.                                   
 
                                                                                     
 
Anne Punzak                 Vice President of FMR.                                   
 
                                                                                     
 
Kenneth A. Rathgeber        Vice President of FMR; Treasurer of funds advised by     
                            FMR.                                                     
 
                                                                                     
 
Lee H. Sandwen              Vice President of FMR.                                   
 
                                                                                     
 
Patricia A. Satterthwaite   Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Thomas T. Soviero           Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Richard Spillane            Vice President of FMR; Senior Vice President and         
                            Director of Operations and Compliance of FMR (U.K.)      
                            Inc.                                                     
 
                                                                                     
 
Robert E. Stansky           Senior Vice President of FMR; Vice President of a        
                            fund advised by FMR.                                     
 
                                                                                     
 
Thomas Sweeney              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Beth F. Terrana             Senior Vice President of FMR; Vice President of a        
                            fund advised by FMR.                                     
 
                                                                                     
 
Yoko Tilley                 Vice President of FMR.                                   
 
                                                                                     
 
Joel C. Tillinghast         Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Robert Tuckett              Vice President of FMR.                                   
 
                                                                                     
 
Jennifer Uhrig              Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
George A. Vanderheiden      Senior Vice President of FMR; Vice President of funds    
                            advised by FMR.                                          
 
</TABLE>
 
 
(2)  FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
       Pembroke Hall, 42 Crow Lane, Pembroke, Bermuda
 FMR U.K. provides investment advisory services to Fidelity Management &
Research Company and Fidelity Management Trust Company.  The directors and
officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.
Edward C. Johnson 3d   Chairman of the Board and Director of FMR U.K.,         
                       FMR, FMR Corp., FMR Texas Inc., and FMR (Far            
                       East) Inc.; Chairman of the Executive Committee of      
                       FMR; President and Chief Executive Officer of FMR       
                       Corp.; Chairman of the Board and Representative         
                       Director of Fidelity Investments Japan Limited;         
                       President and Trustee of funds advised by FMR.          
 
                                                                               
 
J. Gary Burkhead       President and Director of FMR U.K., FMR, FMR (Far       
                       East) Inc., and FMR Texas Inc.; Managing Director of    
                       FMR Corp.; Senior Vice President and Trustee of         
                       funds advised by FMR.                                   
 
                                                                               
 
Richard Spillane       Senior Vice President and Director of Operations and    
                       Compliance of FMR U.K.; Vice President of FMR.          
 
                                                                               
 
Stephen P. Jonas       Treasurer of FMR U.K., FMR, FMR (Far East) Inc.,        
                       and FMR Texas Inc.; Vice President of FMR.              
 
                                                                               
 
John D. Crumrine       Assistant Treasurer of FMR U.K., FMR, FMR (Far          
                       East) Inc., and FMR Texas Inc.; Vice President and      
                       Treasurer of FMR Corp.                                  
 
                                                                               
 
Francis V. Knox        Compliance Officer of FMR U.K.; Vice President of       
                       FMR.                                                    
 
                                                                               
 
Jay Freedman           Clerk of FMR U.K., FMR (Far East) Inc., and FMR         
                       Corp.; Assistant Clerk of FMR; Secretary of FMR         
                       Texas Inc.                                              
 
 
(3)  FIDELITY MANAGEMENT & RESEARCH COMPANY (FAR EAST) INC. (FMR FAR EAST)
      Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan
 FMR Far East provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company.  The directors
and officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.
Edward C. Johnson 3d   Chairman of the Board and Director of FMR Far      
                       East, FMR, FMR Corp., FMR Texas Inc., and          
                       FMR (U.K.) Inc.; Chairman of the Executive         
                       Committee of FMR; President and Chief              
                       Executive Officer of FMR Corp.; Chairman of        
                       the Board and Representative Director of           
                       Fidelity Investments Japan Limited; President      
                       and Trustee of funds advised by FMR.               
 
                                                                          
 
J. Gary Burkhead       President and Director of FMR Far East, FMR        
                       Texas Inc., FMR, and FMR (U.K.) Inc.;              
                       Managing Director of FMR Corp.; Senior Vice        
                       President and Trustee of funds advised by FMR.     
 
                                                                          
 
William R. Ebsworth    Vice President of FMR Far East; Director of        
                       FIIA.                                              
 
                                                                          
 
Bill Wilder            Vice President of FMR Far East; President and      
                       Representative Director of Fidelity Investments    
                       Japan Limited.                                     
 
                                                                          
 
Stephen P. Jonas       Treasurer of FMR Far East, FMR, FMR (U.K.)         
                       Inc., and FMR Texas Inc.; Vice President of        
                       FMR.                                               
 
                                                                          
 
John D. Crumrine       Assistant Treasurer of FMR Far East, FMR,          
                       FMR (U.K.) Inc., and FMR Texas Inc.; Vice          
                       President and Treasurer of FMR Corp.               
 
                                                                          
 
Jay Freedman           Clerk of FMR Far East, FMR (U.K.) Inc., and        
                       FMR Corp.; Assistant Clerk of FMR; Secretary       
                       of FMR Texas Inc.                                  
 
 
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR.
(b)                                                                  
 
Name and Principal   Positions and Offices   Positions and Offices   
 
Business Address*    With Underwriter        With Registrant         
 
Edward C. Johnson 3d   Director                   Trustee and President   
 
Michael Mlinac         Director                   None                    
 
Mark Peterson          Director                   None                    
 
Paul Hondros           President                  None                    
 
Arthur S. Loring       Vice President and Clerk   Secretary               
 
Caron Ketchum          Treasurer and Controller   None                    
 
Gary Greenstein        Assistant Treasurer        None                    
 
Jay Freedman           Assistant Clerk            None                    
 
Linda Holland          Compliance Officer         None                    
 
* 82 Devonshire Street, Boston, MA
 (c) Not applicable.
Item 30. Location of Accounts and Records
 All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Co., 82 Devonshire Street, Boston, MA 02109, or the funds' (Fidelity Value
Fund, Fidelity Disciplined Equity Fund, Fidelity Capital Appreciation Fund,
and Fidelity Stock Selector) custodian Brown Brothers Harriman & Co., 40
Water Street, Boston, MA and The Chase Manhattan Bank, 4 Chase MetroTech
Center, Brooklyn, New York for Fidelity TechnoQuant Growth Fund.
Item 31. Management Services
 Not applicable.
Item 32. Undertakings
(1) The Registrant undertakes to file a Post-Effective Amendment, using
financial statements for Fidelity TechnoQuant Growth Fund, which need not
be certified, within six months of the fund's effectiveness, unless
permitted by the SEC to extend this period. 
(2) The Registrant, on behalf of Fidelity TechnoQuant Growth Fund,
undertakes (1) to call a meeting of shareholders for the purpose of voting
upon the question of removal of a trustee or trustees, when requested to do
so by record holders of not less than 10% of its outstanding shares; and
(2) to assist in communications with other shareholders pursuant to Section
16(c)(1) and (2), whenever shareholders meeting the qualifications set
forth in Section 16(c) seek the opportunity to communicate with other
shareholders with a view toward requesting a meeting.
(3) The Registrant on behalf of Fidelity Capital Appreciation Fund,
Fidelity Disciplined Equity Fund, Fidelity Stock Selector, Fidelity Value
Fund and Fidelity TechnoQuant Growth Fund undertakes, provided the
information required by Item 5A is contained in the annual report, to
furnish each person to whom a prospectus has been delivered, upon their
request and without charge, a copy of the Registrant's latest annual report
to shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 71 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Commonwealth of Massachusetts, on the 19th day
of February 1997.
      Fidelity Capital Trust
      By /s/Edward C. Johnson 3d          (dagger)
           Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
       (Signature)   (Title)   (Date)   
 
 
<TABLE>
<CAPTION>
<S>                                  <C>                             <C>                 
/s/Edward C. Johnson 3d  (dagger)    President and Trustee           February 19, 1997   
 
Edward C. Johnson 3d                 (Principal Executive Officer)                       
 
                                                                                         
 
/s/Kenneth A. Rathgeber     *        Treasurer                       February 19, 1997   
 
Kenneth A. Rathgeber                                                                     
 
                                                                                         
 
/s/J. Gary Burkhead                  Trustee                         February 19, 1997   
 
J. Gary Burkhead                                                                         
 
                                                                                         
 
/s/Ralph F. Cox                 **   Trustee                         February 19, 1997   
 
Ralph F. Cox                                                                             
 
                                                                                         
 
/s/Phyllis Burke Davis      **       Trustee                         February 19, 1997   
 
Phyllis Burke Davis                                                                      
 
                                                                                         
 
/s/E. Bradley Jones           **     Trustee                         February 19, 1997   
 
E. Bradley Jones                                                                         
 
                                                                                         
 
/s/Donald J. Kirk               **   Trustee                         February 19, 1997   
 
Donald J. Kirk                                                                           
 
                                                                                         
 
/s/Peter S. Lynch               **   Trustee                         February 19, 1997   
 
Peter S. Lynch                                                                           
 
                                                                                         
 
/s/Marvin L. Mann            **      Trustee                         February 19, 1997   
 
Marvin L. Mann                                                                           
 
                                                                                         
 
/s/William O. McCoy        **        Trustee                         February 19, 1997   
 
William O. McCoy                                                                         
 
                                                                                         
 
                                                                                         
 
/s/Gerald C. McDonough  **           Trustee                         February 19, 1997   
 
Gerald C. McDonough                                                                      
 
                                                                                         
 
/s/Thomas R. Williams       **       Trustee                         February 19, 1997   
 
Thomas R. Williams                                                                       
 
                                                                                         
 
</TABLE>
 
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated January 3, 1997 and filed herewith.
* Signature affixed by John H. Costello pursuant to a power of attorney
dated December 19, 1996 and filed herewith.
** Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 19, 1996 and filed herewith. 
POWER OF ATTORNEY
 I, the undersigned President and Director, Trustee, or General Partner, as
the case may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                 
Fidelity Aberdeen Street Trust           Fidelity Government Securities Fund                 
Fidelity Advisor Annuity Fund            Fidelity Hastings Street Trust                      
Fidelity Advisor Series I                Fidelity Hereford Street Trust                      
Fidelity Advisor Series II               Fidelity Income Fund                                
Fidelity Advisor Series III              Fidelity Institutional Cash Portfolios              
Fidelity Advisor Series IV               Fidelity Institutional Tax-Exempt Cash Portfolios   
Fidelity Advisor Series V                Fidelity Institutional Trust                        
Fidelity Advisor Series VI               Fidelity Investment Trust                           
Fidelity Advisor Series VII              Fidelity Magellan Fund                              
Fidelity Advisor Series VIII             Fidelity Massachusetts Municipal Trust              
Fidelity Beacon Street Trust             Fidelity Money Market Trust                         
Fidelity Boston Street Trust             Fidelity Mt. Vernon Street Trust                    
Fidelity California Municipal Trust      Fidelity Municipal Trust                            
Fidelity California Municipal Trust II   Fidelity Municipal Trust II                         
Fidelity Capital Trust                   Fidelity New York Municipal Trust                   
Fidelity Charles Street Trust            Fidelity New York Municipal Trust II                
Fidelity Commonwealth Trust              Fidelity Phillips Street Trust                      
Fidelity Congress Street Fund            Fidelity Puritan Trust                              
Fidelity Contrafund                      Fidelity Revere Street Trust                        
Fidelity Corporate Trust                 Fidelity School Street Trust                        
Fidelity Court Street Trust              Fidelity Securities Fund                            
Fidelity Court Street Trust II           Fidelity Select Portfolios                          
Fidelity Covington Trust                 Fidelity Sterling Performance Portfolio, L.P.       
Fidelity Daily Money Fund                Fidelity Summer Street Trust                        
Fidelity Daily Tax-Exempt Fund           Fidelity Trend Fund                                 
Fidelity Destiny Plans                   Fidelity U.S. Investments-Bond Fund, L.P.           
Fidelity Destiny Portfolios              Fidelity U.S. Investments-Government Securities     
Fidelity Deutsche Mark Performance          Fund, L.P.                                       
  Portfolio, L.P.                        Fidelity Union Street Trust                         
Fidelity Devonshire Trust                Fidelity Union Street Trust II                      
Fidelity Exchange Fund                   Fidelity Yen Performance Portfolio, L.P.            
Fidelity Financial Trust                 Variable Insurance Products Fund                    
Fidelity Fixed-Income Trust              Variable Insurance Products Fund II                 
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company or an affiliate acts as investment adviser and for which the
undersigned individual serves as President and Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and appoint
J. Gary Burkhead my true and lawful attorney-in-fact, with full power of
substitution, and with full power to him to sign for me and in my name in
the appropriate capacity, all Registration Statements of the Funds on Form
N-1A, Form N-8A, Form N-8B-2, or any successor thereto, any and all
subsequent Amendments, Pre-Effective Amendments, or Post-Effective
Amendments to said Registration Statements on Form N-1A or any successor
thereto, any Registration Statements on Form N-14, and any supplements or
other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission.  I hereby ratify and confirm all that said attorney-in-fact or
his substitutes may do or cause to be done by virtue hereof.  This power of
attorney is effective for all documents filed on or after January 3, 1997.
 WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d               January 3, 1997   
 
Edward C. Johnson 3d                                    
 
POWER OF ATTORNEY
 I, the undersigned Treasurer and principal financial and accounting
officer of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                 
Fidelity Aberdeen Street Trust           Fidelity Government Securities Fund                 
Fidelity Advisor Annuity Fund            Fidelity Hastings Street Trust                      
Fidelity Advisor Series I                Fidelity Hereford Street Trust                      
Fidelity Advisor Series II               Fidelity Income Fund                                
Fidelity Advisor Series III              Fidelity Institutional Cash Portfolios              
Fidelity Advisor Series IV               Fidelity Institutional Tax-Exempt Cash Portfolios   
Fidelity Advisor Series V                Fidelity Institutional Trust                        
Fidelity Advisor Series VI               Fidelity Investment Trust                           
Fidelity Advisor Series VII              Fidelity Magellan Fund                              
Fidelity Advisor Series VIII             Fidelity Massachusetts Municipal Trust              
Fidelity Beacon Street Trust             Fidelity Money Market Trust                         
Fidelity Boston Street Trust             Fidelity Mt. Vernon Street Trust                    
Fidelity California Municipal Trust      Fidelity Municipal Trust                            
Fidelity California Municipal Trust II   Fidelity Municipal Trust II                         
Fidelity Capital Trust                   Fidelity New York Municipal Trust                   
Fidelity Charles Street Trust            Fidelity New York Municipal Trust II                
Fidelity Commonwealth Trust              Fidelity Phillips Street Trust                      
Fidelity Congress Street Fund            Fidelity Puritan Trust                              
Fidelity Contrafund                      Fidelity Revere Street Trust                        
Fidelity Corporate Trust                 Fidelity School Street Trust                        
Fidelity Court Street Trust              Fidelity Securities Fund                            
Fidelity Court Street Trust II           Fidelity Select Portfolios                          
Fidelity Covington Trust                 Fidelity Sterling Performance Portfolio, L.P.       
Fidelity Daily Money Fund                Fidelity Summer Street Trust                        
Fidelity Daily Tax-Exempt Fund           Fidelity Trend Fund                                 
Fidelity Destiny Portfolios              Fidelity U.S. Investments-Bond Fund, L.P.           
Fidelity Deutsche Mark Performance       Fidelity U.S. Investments-Government Securities     
  Portfolio, L.P.                           Fund, L.P.                                       
Fidelity Devonshire Trust                Fidelity Union Street Trust                         
Fidelity Exchange Fund                   Fidelity Union Street Trust II                      
Fidelity Financial Trust                 Fidelity Yen Performance Portfolio, L.P.            
Fidelity Fixed-Income Trust              Variable Insurance Products Fund                    
                                         Variable Insurance Products Fund II                 
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company or an affiliate acts as investment adviser and for which the
undersigned individual serves as President and Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and appoint
John H. Costello and John E. Ferris each of them singly my true and lawful
attorneys-in-fact, with full power of substitution, and with full power to
each of them to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration Statements on
Form N-1A or any successor thereto, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection
therewith as said attorneys-in-fact deems necessary or appropriate, to
comply with the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, and all related requirements of the Securities and
Exchange Commission.  I hereby ratify and confirm all that said
attorneys-in-fact or their substitutes may do or cause to be done by virtue
hereof.   This power of attorney is effective for all documents filed on or
after January 1, 1997.
 WITNESS my hand on the date set forth below.
/s/Kenneth A. Rathgeber__________   December 19, 1996   
 
Kenneth A. Rathgeber                                    
 
POWER OF ATTORNEY
 We, the undersigned Directors, Trustees, or General Partners, as the case
may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                 
Fidelity Aberdeen Street Trust           Fidelity Government Securities Fund                 
Fidelity Advisor Annuity Fund            Fidelity Hastings Street Trust                      
Fidelity Advisor Series I                Fidelity Hereford Street Trust                      
Fidelity Advisor Series II               Fidelity Income Fund                                
Fidelity Advisor Series III              Fidelity Institutional Cash Portfolios              
Fidelity Advisor Series IV               Fidelity Institutional Tax-Exempt Cash Portfolios   
Fidelity Advisor Series V                Fidelity Institutional Trust                        
Fidelity Advisor Series VI               Fidelity Investment Trust                           
Fidelity Advisor Series VII              Fidelity Magellan Fund                              
Fidelity Advisor Series VIII             Fidelity Massachusetts Municipal Trust              
Fidelity Beacon Street Trust             Fidelity Money Market Trust                         
Fidelity Boston Street Trust             Fidelity Mt. Vernon Street Trust                    
Fidelity California Municipal Trust      Fidelity Municipal Trust                            
Fidelity California Municipal Trust II   Fidelity Municipal Trust II                         
Fidelity Capital Trust                   Fidelity New York Municipal Trust                   
Fidelity Charles Street Trust            Fidelity New York Municipal Trust II                
Fidelity Commonwealth Trust              Fidelity Phillips Street Trust                      
Fidelity Congress Street Fund            Fidelity Puritan Trust                              
Fidelity Contrafund                      Fidelity Revere Street Trust                        
Fidelity Corporate Trust                 Fidelity School Street Trust                        
Fidelity Court Street Trust              Fidelity Securities Fund                            
Fidelity Court Street Trust II           Fidelity Select Portfolios                          
Fidelity Covington Trust                 Fidelity Sterling Performance Portfolio, L.P.       
Fidelity Daily Money Fund                Fidelity Summer Street Trust                        
Fidelity Daily Tax-Exempt Fund           Fidelity Trend Fund                                 
Fidelity Destiny Portfolios              Fidelity U.S. Investments-Bond Fund, L.P.           
Fidelity Deutsche Mark Performance       Fidelity U.S. Investments-Government Securities     
  Portfolio, L.P.                           Fund, L.P.                                       
Fidelity Devonshire Trust                Fidelity Union Street Trust                         
Fidelity Exchange Fund                   Fidelity Union Street Trust II                      
Fidelity Financial Trust                 Fidelity Yen Performance Portfolio, L.P.            
Fidelity Fixed-Income Trust              Variable Insurance Products Fund                    
                                         Variable Insurance Products Fund II                 
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company or an affiliate acts as investment adviser and for which the
undersigned individual serves as Directors, Trustees, or General Partners
(collectively, the "Funds"), hereby constitute and appoint Arthur J. Brown,
Arthur C. Delibert, Stephanie A. Djinis, Robert C. Hacker, Thomas M.
Leahey, Richard M. Phillips, and Dana L. Platt, each of them singly, our
true and lawful attorneys-in-fact, with full power of substitution, and
with full power to each of them, to sign for us and in our names in the
appropriate capacities, all Registration Statements of the Funds on Form
N-1A, Form N-8A or any successor thereto, any and all subsequent
Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said
Registration Statements on Form N-1A or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact
deems necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission.  I hereby
ratify and confirm all that said attorneys-in-fact or their substitutes may
do or cause to be done by virtue hereof.  This power of attorney is
effective for all documents filed on or after January 1, 1997.
 WITNESS our hands on this nineteenth day of December, 1996.
 
/s/Edward C. Johnson 3d___________    /s/Peter S. Lynch________________    
 
Edward C. Johnson 3d                  Peter S. Lynch                       
                                                                           
                                                                           
                                                                           
 
/s/J. Gary Burkhead_______________    /s/William O. McCoy______________    
 
J. Gary Burkhead                      William O. McCoy                     
                                                                           
 
/s/Ralph F. Cox __________________   /s/Gerald C. McDonough___________    
 
Ralph F. Cox                         Gerald C. McDonough                  
                                                                          
 
/s/Phyllis Burke Davis_____________   /s/Marvin L. Mann________________    
 
Phyllis Burke Davis                   Marvin L. Mann                       
                                                                           
 
/s/E. Bradley Jones________________   /s/Thomas R. Williams ____________   
 
E. Bradley Jones                      Thomas R. Williams                   
                                                                           
 
/s/Donald J. Kirk __________________          
 
Donald J. Kirk                                
                                              
 
 

 
 
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Prospectus
and Statement of Additional Information in Post-Effective Amendment No. 71
to the Registration Statement on Form N-1A of Fidelity Capital Trust:
Fidelity Value Fund, of our report dated December 6, 1996 on the financial
statements and financial highlights included in the October 31, 1996 Annual
Report to Shareholders of Fidelity Value Fund.
We also consent to the incorporation by reference in this Post-Effective
Amendment, of our report dated February 4, 1997 on the financial statements
and financial highlights included in the Annual Report to Shareholders of
Fidelity Trend Fund.
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectus and "Auditor" in the Statement of
Additional Information.  
 
 
Boston, Massachusetts      /s/COOPERS & LYBRAND L.L.P.
February 14, 1997          COOPERS & LYBRAND L.L.P.


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000275309
<NAME> Fidelity Capital Trust
<SERIES>
 <NUMBER> 11
 <NAME> Fidelity Value Fund
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 year          
 
<FISCAL-YEAR-END>             oct-31-1996   
 
<PERIOD-END>                  oct-31-1996   
 
<INVESTMENTS-AT-COST>         6,426,880     
 
<INVESTMENTS-AT-VALUE>        7,020,505     
 
<RECEIVABLES>                 73,321        
 
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<SHARES-COMMON-STOCK>         126,102       
 
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<ACCUMULATED-NII-CURRENT>     64,954        
 
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<OTHER-INCOME>                0             
 
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<APPREC-INCREASE-CURRENT>     49,101        
 
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<DISTRIBUTIONS-OF-INCOME>     50,880        
 
<DISTRIBUTIONS-OF-GAINS>      183,376       
 
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<OVERDISTRIB-NII-PRIOR>       0             
 
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<EXPENSE-RATIO>               89            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        



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