FIDELITY CAPITAL TRUST, N-30D, 1998-12-22

FIDELITY CAPITAL TRUST
N-30D, 1998-12-22

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(2_FIDELITY_LOGOS)

FIDELITY
CAPITAL APPRECIATION
FUND

ANNUAL REPORT
OCTOBER 31, 1998

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing strategies.

PERFORMANCE 4 How the fund has done over time.

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

INVESTMENT CHANGES 10 A summary of major shifts in the fund's
investments over the past six months.

INVESTMENTS 11 A complete list of the fund's investments
with their market values.

FINANCIAL STATEMENTS 23 Statements of assets and liabilities,
operations, and changes in net assets,
as well as financial highlights.

NOTES 27 Notes to the financial statements.

REPORT OF INDEPENDENT 32 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 33

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

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

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
What a difference one month can make. The stock and bond markets did
an about-face in October, as renewed optimism in many emerging markets
and more encouraging corporate earnings forecasts in the U.S. replaced
the concerns that had shaped the financial markets in recent months.
Equity markets worldwide bounced back strongly, while the major U.S.
bond indexes were off slightly as the flight to safety eased.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation.
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
If you have questions, please call us at 1-800-544-8888. We are
available 24 hours a day, seven days a week to provide you the
information you need to make the investments that are right for you.
Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance.
You can look at the total percentage change in value, the average
annual percentage change or the growth of a hypothetical $10,000
investment. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value).

CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY CAPITAL APPRECIATION 2.56% 83.78% 228.51%

S&P 500 (registered trademark) 21.99% 162.65% 418.35%

Capital Appreciation Funds Average 0.86% 81.75% 270.54%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you had invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be
$1,050. You can compare the fund's returns to the performance of the
Standard & Poor's 500 Index - a widely recognized, unmanaged index of
common stocks. To measure how the fund's performance stacked up
against its peers, you can compare it to the capital appreciation
funds average, which reflects the performance of mutual funds with
similar objectives tracked by Lipper Analytical Services, Inc. The
past one year average represents a peer group of 240 mutual funds.
These benchmarks include reinvested dividends and capital gains, if
any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY CAPITAL APPRECIATION 2.56% 12.94% 12.63%

S&P 500 21.99% 21.33% 17.88%

Capital Appreciation Funds Average 0.86% 11.75% 12.83%

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a different figure than that
obtained by averaging the cumulative total returns and annualizing the
result.)

$10,000 OVER 10 YEARS
Capital Appreciation S&P 500
00307 SP001
1988/10/31 10000.00 10000.00
1988/11/30 9894.07 9857.00
1988/12/31 10185.32 10029.50
1989/01/31 10684.25 10763.66
1989/02/28 10570.21 10495.64
1989/03/31 10905.20 10740.19
1989/04/30 11411.44 11297.61
1989/05/31 11846.78 11755.16
1989/06/30 12117.97 11688.15
1989/07/31 12902.99 12743.59
1989/08/31 12952.95 12993.37
1989/09/30 12910.41 12940.10
1989/10/31 12374.26 12639.89
1989/11/30 12624.46 12897.74
1989/12/31 12926.07 13207.29
1990/01/31 12335.34 12321.08
1990/02/28 12498.57 12480.02
1990/03/31 12591.84 12810.74
1990/04/30 12148.79 12490.47
1990/05/31 12793.93 13708.29
1990/06/30 12677.34 13615.08
1990/07/31 12436.38 13571.51
1990/08/31 11138.34 12344.64
1990/09/30 10322.20 11743.46
1990/10/31 9987.97 11692.96
1990/11/30 10508.75 12448.33
1990/12/31 10898.40 12795.64
1991/01/31 11355.13 13353.53
1991/02/28 12237.08 14308.30
1991/03/31 12528.44 14654.56
1991/04/30 12575.68 14689.73
1991/05/31 12741.05 15324.33
1991/06/30 12363.07 14622.48
1991/07/31 12835.54 15303.88
1991/08/31 12827.67 15666.59
1991/09/30 12433.94 15404.95
1991/10/31 12189.83 15611.38
1991/11/30 11465.37 14982.24
1991/12/31 11987.59 16696.21
1992/01/31 12687.03 16385.66
1992/02/29 13211.61 16598.67
1992/03/31 13182.47 16275.00
1992/04/30 13561.33 16753.48
1992/05/31 13726.47 16835.58
1992/06/30 13716.76 16584.73
1992/07/31 13784.76 17263.04
1992/08/31 13231.04 16909.15
1992/09/30 13250.47 17108.68
1992/10/31 13328.18 17168.56
1992/11/30 13473.90 17754.01
1992/12/31 13949.80 17972.38
1993/01/31 14340.44 18123.35
1993/02/28 14648.89 18369.83
1993/03/31 15473.60 18757.43
1993/04/30 16215.84 18303.50
1993/05/31 16648.81 18794.03
1993/06/30 16700.36 18848.54
1993/07/31 17061.17 18773.14
1993/08/31 17287.96 19484.64
1993/09/30 16885.92 19334.61
1993/10/31 17875.57 19734.84
1993/11/30 17813.71 19547.36
1993/12/31 18611.00 19783.88
1994/01/31 19622.94 20456.53
1994/02/28 19200.74 19902.16
1994/03/31 18402.11 19034.43
1994/04/30 18514.60 19278.07
1994/05/31 18660.82 19594.23
1994/06/30 18042.17 19114.17
1994/07/31 18435.86 19741.11
1994/08/31 19166.99 20550.50
1994/09/30 19234.48 20047.01
1994/10/31 19122.00 20498.07
1994/11/30 19245.73 19751.53
1994/12/31 19080.01 20044.45
1995/01/31 19653.28 20564.20
1995/02/28 20014.69 21365.58
1995/03/31 20014.69 21996.08
1995/04/30 20575.50 22643.87
1995/05/31 20675.20 23548.94
1995/06/30 21148.78 24095.98
1995/07/31 22158.23 24895.01
1995/08/31 22818.74 24957.49
1995/09/30 23092.92 26010.70
1995/10/31 22071.00 25917.84
1995/11/30 22419.95 27055.64
1995/12/31 22660.90 27576.73
1996/01/31 23700.76 28515.44
1996/02/29 23606.23 28779.78
1996/03/31 23660.25 29056.93
1996/04/30 24051.89 29485.23
1996/05/31 24727.12 30245.65
1996/06/30 23984.36 30360.89
1996/07/31 22633.89 29019.54
1996/08/31 23390.15 29631.56
1996/09/30 24646.09 31299.23
1996/10/31 24673.10 32162.46
1996/11/30 26037.08 34593.62
1996/12/31 26087.20 33908.32
1997/01/31 27255.50 36026.91
1997/02/28 26885.79 36309.36
1997/03/31 25865.37 34817.41
1997/04/30 26412.55 36896.01
1997/05/31 28793.52 39142.24
1997/06/30 30390.70 40895.81
1997/07/31 32756.88 44149.89
1997/08/31 32180.13 41676.62
1997/09/30 34161.81 43959.24
1997/10/31 32032.24 42491.01
1997/11/30 32209.70 44457.91
1997/12/31 33004.71 45221.26
1998/01/31 32391.62 45721.40
1998/02/28 35133.50 49018.83
1998/03/31 36444.83 51529.09
1998/04/30 37313.38 52047.47
1998/05/31 35882.83 51152.77
1998/06/30 36717.32 53230.60
1998/07/31 36478.89 52663.69
1998/08/31 28832.29 45049.58
1998/09/30 30927.02 47935.45
1998/10/30 32851.44 51834.52
IMATRL PRASUN SHR__CHT 19981031 19981104 142951 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Capital Appreciation Fund on October 31, 1988. As
the chart shows, by October 31, 1998, the value of the investment
would have grown to $32,851 - a 228.51% increase on the initial
investment. For comparison, look at how the Standard & Poor's 500
Index did over the same period. With dividends and capital gains, if
any, reinvested, the same $10,000 would have grown to $51,835 - a
418.35% increase.

UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
long-term growth and
short-term volatility. In turn, the
share price and return of a
fund that invests in stocks will
vary. That means if you sell
your shares during a market
downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.
(checkmark)

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
U.S. equity markets during the
one-year period that ended October
31, 1998, can be summarized in
five words - volatility and
interest-rate cuts. During the first
half of the period, U.S. stocks
posted strong gains as the positive
state of the domestic economy
drove the Dow Jones Industrial
Average and the Standard & Poor's
500 Index to record highs by
mid-July. Despite significant
weakness later in the summer, the
S&P 500 index returned 21.99% for
the 12-month period. On the
other hand, stock prices of smaller
U.S. companies posted weak
results. The Russell 2000 - a
popular measure of
small-capitalization stock
performance - returned -11.84%
during the period. Fueled by low
interest rates, low unemployment
and minimal inflationary pressure,
larger-cap stocks continued their
advance. While turmoil in overseas
markets caused the domestic
market to stumble during August
and September, in general, many
investors viewed the relative
stability of the U.S. economy as a
safe haven against global volatility.
Late in the period, the market
received another boost in the form
of two interest-rate cuts by the
Federal Reserve Board. On the
heels of the interest-rate cuts,
investor confidence improved
based on the belief that the U.S.
could avoid an economic
downturn.
An interview with Harry Lange, Portfolio Manager of Fidelity Capital
Appreciation Fund
Q. HOW DID THE FUND PERFORM, HARRY?
A. For the 12 months that ended October 31, 1998, the fund returned
2.56%. This trailed the 21.99% return of the Standard & Poor's 500
Index for the same time period. The capital appreciation funds
average, as tracked by Lipper Analytical Services, returned 0.86%.
Q. RELATIVE TO THE INDEX AND PEER GROUP, WHAT FACTORS PLAYED KEY ROLES
IN SHAPING THE FUND'S PERFORMANCE?
A. The main factor I'd point to was that investors favored stocks of
larger-capitalization companies over smaller-sized companies
throughout the period. This was spurred primarily by the ongoing
volatility in both Asia and Russia. When uncertainty prevails,
investors tend to flock to the larger, better-known companies such as
the Microsofts and General Electrics of the world. The S&P 500
produced a nice return because the index consisted of many of these
types of stocks. On the other hand, while the fund did hold positions
in large-cap stocks, almost two-thirds of the portfolio was comprised
of small- and mid-cap stocks. For additional perspective, the average
stock within the S&P 500 had a market cap of around $40 billion, while
the average stock within the fund had a market cap of approximately $4
billion. Thus, this flight to quality on the part of wary investors
hurt the fund's performance relative to the index. The fund's return
was more in line with that of its Lipper peers, mostly because many of
the funds in the group have similar investment profiles.
Q. WITH ALL THE VOLATILITY WE WITNESSED DURING THE PERIOD, DID YOU
MAKE ANY ADJUSTMENTS TO YOUR STRATEGIC THINKING?
A. I had to re-think my stance on the U.S. economy. Both the stock
market and the economy have performed well over the past few years,
and I felt that this economic strength could be sustained. While
things were going well, a concept called the "wealth effect" came into
play. That is, as investors experienced gains in their portfolios,
many were able to funnel some disposable income towards certain luxury
items and goods. I tried to take advantage of this trend by investing
in names such as cruise-ship operator Royal Caribbean, jeweler
Tiffany's and Sun International Hotels, which oversees several
high-end resorts. As consumer confidence waned, however, these stocks
declined and I began to focus on service-related companies, many of
which have long-term contracts with clients and can offer a slight
element of stability.
Q. THE FUND'S LARGEST INDUSTRY WEIGHTING AT THE CLOSE OF THE PERIOD
WAS IN TECHNOLOGY STOCKS, WITH JUST UNDER 26% OF THE FUND'S
INVESTMENTS SPOKEN FOR. HOW DID TECHNOLOGY STOCKS PERFORM?
A. Since many technology companies depend on Asia as a big source of
revenue, technology-stock prices went through some turbulence in
August and September. This was particularly true of semiconductor
companies, many of which ceased making significant capital
expenditures. The flip side to this, however, was that the lower stock
prices created some nice buying opportunities. In September and
October, I added to the fund's positions in semiconductor equipment
stocks KLA-Tencor and Teradyne. My general feeling was that these
positions had no place to go but up. On a similar note, we also saw a
worldwide pickup in personal computer demand towards the end of the
period. As a result, the fund's positions in Intel and Micron
Technology, to name two, began to bounce back.
Q. HARRY, YOU'VE BEEN BULLISH ON INTERNET-RELATED STOCKS FOR SOME
TIME. DID THIS AREA CONTINUE TO HOLD APPEAL DESPITE WHAT MANY FELT
WERE UNJUSTIFIABLY HIGH VALUATIONS?
A. While there was a lot of back-and-forth regarding high valuations
during the period, I remained a big believer in the Internet. One
stock I particularly liked was America Online. The company's valuation
and market capitalization per subscriber were very similar to that of
a cable TV company and, while AOL's revenues per subscriber were less
than those of cable companies, I felt strongly that AOL could increase
its customer base rapidly. I think the Internet is the investment
story of the decade and is here to stay. I don't think you'll see
people going back to the telephone, for instance, to conduct their
business. People have fallen in love with the convenience of doing
tasks on-line.
Q. COMPARED TO SIX MONTHS AGO, THE FUND HAS SEVERAL NEW ADDITIONS TO
ITS TOP-10 LIST OF STOCKS. ANY INTERESTING STORIES?
A. Modis Professional Services caught my eye. Modis is a temporary
staffing and consulting company that used to be known as Accustaff.
The company decided to sell off its temporary staffing arm and channel
its energies into its consulting business. Temporary staffing is quite
susceptible to economic conditions and, with economic forecasts down
for 1999, this appeared to be a good strategic move.
Q. THREE MEDIA-RELATED STOCKS - VIACOM, COMCAST AND TIME WARNER -
OCCUPIED SIGNIFICANT SPOTS IN THE PORTFOLIO AT THE END OF THE PERIOD.
WHAT WAS THE APPEAL?
A. All three have performed well for different reasons. As cable TV
subscriptions have grown, for instance, both Comcast and Time Warner
have benefited. The popularity of the Internet also has played a role,
as customers continued to seek faster ways to access the Web. Viacom,
which owns the Blockbuster video-store chain, realized good results as
Blockbuster regained investor confidence. Blockbuster developed a new
sharing arrangement with the major movie studios that allows it to get
large numbers of videos at lower costs. Blockbuster, in turn, has
developed in-store promotions whereby customers can get a free rental
if the movie they want is not on the shelf. Viacom also benefited from
its MTV and Nickelodeon franchises, and its movie studio Paramount
rode the wave of the hit film TITANIC.
Q. TOGETHER, FINANCE AND RETAIL STOCKS TOTALED AROUND 15% OF THE
FUND'S INVESTMENTS AT THE END OF THE PERIOD. HOW DID THESE TWO AREAS
PERFORM DURING THE PERIOD?
A. Many finance stocks struggled, especially larger banks with
business exposure to emerging-market countries. The situations in both
Asia and Russia, for example, translated into tough times for the
fund's position in Citicorp. Closer to home, fears of a potential
recession caused investors to worry about credit quality, and the
fund's holdings in savings and loan Washington Mutual and Dime Bancorp
detracted from performance. I cut back on some of the fund's finance
investments with emerging-market exposure, but I remained confident in
those with more of a domestic flavor. With the challenging consumer
backdrop I mentioned, retail stocks also fell somewhat out of favor. I
reduced the fund's investments in retail stalwarts such as Home Depot
and Wal-Mart, which had been outstanding performers prior to the last
couple months of the period.
Q. WHICH INDIVIDUAL STOCKS PERFORMED WELL? WHICH PROVED DISAPPOINTING?
A. While I reduced the fund's exposure to retail stocks when consumer
confidence turned down, the fund's stake in big retailer Wal-Mart was
a positive contributor during the period. Dell Computers was also a
big winner, as the company's made-to-order distribution style proved
profitable. On a sour note, the fund's positions in hotel chains Host
Marriott and Patriot American Hospitality produced poor results.
Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS?
A. I think the story over the next six months again will revolve
around the small-cap/big-cap issue. As the period closed, smaller
stocks were showing some strength. Whether that's here to stay is
anyone's guess, but I'm confident that smaller stocks can perform well
over the long-term. In terms of the fund itself, I'll look for
opportunities in the business services area and may stick with some
economically sensitive stocks. Hopefully, the Federal Reserve Board
will continue to make an effort to stave off a recession.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.

HARRY LANGE ON THE ROLE
REAL ESTATE INVESTMENT
TRUSTS - OR REITS - PLAYED
IN THE PORTFOLIO DURING
THE PERIOD:
"With the stock market in general
being so precarious during the past
12 months, many investors embarked
on a flight to quality. Some sought
shelter in industries such as
electrical utilities, and Treasury
securities became popular. When I
began looking for some alternatives
in late September and early October,
certain types of REITs caught my
eye.
"Overall, REITs endured a difficult
performance stretch during the
period, but I felt some were still
generating decent yields and I was
able to latch on to a few with
appealing characteristics. For
instance, many REITs had long-term
contracts in which they rented out
facilities for government, corporate
or research use. This element of
long-term, built-in rent - I felt -
provided a degree of stability and
contrasted with hotel REITs. Hotels
seemingly change their room rates
on a daily basis, while these long-term
contracts provide more consistency.
"One good example was Alexandria
Real Estate Equities, a company
which mostly rents space for
research-related purposes. Others
that caught my eye were Equity
Office Properties and Apartment
Investment & Management. At the
end of the period, REITs accounted
for just over 6% of the fund's
investments."

FUND FACTS
GOAL: to increase the value of
the fund's shares by investing
primarily in common stocks
FUND NUMBER: 307
TRADING SYMBOL: FDCAX
START DATE: November 26, 1986
SIZE: as of October 31,
1998, more than $2.2 billion
MANAGER: Harry Lange, since
1996; manager, Fidelity Select
Computers Portfolio, 1992-
1996; Fidelity Select
Technology Portfolio,
1993-1996; Fidelity Select
Electronics Portfolio,
1993-1995; research
director, Fidelity Investments
Far East, 1988-1992; joined
Fidelity in 1987
(checkmark)

INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

Electronic Data Systems Corp. 5.7 4.3

Viacom, Inc. Class B (non-vtg.) 4.1 4.5

Intel Corp. 3.4 0.0

Comcast Corp. Class A (special) 3.2 2.0

Modis Professional Services, Inc. 2.8 0.0

Washington Mutual, Inc. 2.8 2.1

Waste Management, Inc. 2.6 4.8

KLA-Tencor Corp. 2.6 0.0

Dime Bancorp, Inc. 2.3 1.8

Time Warner, Inc. 2.1 1.4

<TABLE>
<CAPTION>
<S> <C> <C>
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 25.9 21.9

MEDIA & LEISURE 17.1 17.6

FINANCE 10.6 13.6

CONSTRUCTION & REAL ESTATE 10.5 7.2

HEALTH 5.7 3.3

</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)

AS OF OCTOBER 31, 1998 * AS OF APRIL 30, 1998 **
ROW: 1, COL: 1, VALUE: 92.3
ROW: 1, COL: 2, VALUE: 7.7
STOCKS AND CLOSED-
END INVESTMENT
COMPANIES 97.4%
BONDS 0.2%
SHORT-TERM
INVESTMENTS 2.4%
* FOREIGN
INVESTMENTS 9.4%
STOCKS AND CLOSED-
END INVESTMENT
COMPANIES 92.3%
BONDS 0.0%
SHORT-TERM
INVESTMENTS 7.7%
**FOREIGN
INVESTMENTS 6.1%
ROW: 1, COL: 1, VALUE: 95.40000000000001
ROW: 1, COL: 2, VALUE: 1.2
ROW: 1, COL: 3, VALUE: 3.4

INVESTMENTS OCTOBER 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 92.1%

SHARES VALUE (NOTE 1)
(000S)

AEROSPACE & DEFENSE - 0.0%

Orbital Sciences Corp. (a) 40,000 $ 1,320

BASIC INDUSTRIES - 1.1%

CHEMICALS & PLASTICS - 0.0%

Foamex International, Inc. 100,000 1,094

IRON & STEEL - 0.3%

Bunka Shutter Co. Ltd. 1,143,000 2,470

Chubu Steel Plate Co. Ltd. 60,000 83

Tadano Ltd. 100,000 255

Tubos de Acero de Mexico SA ADR 400,000 3,400

6,208

PACKAGING & CONTAINERS - 0.6%

Owens-Illinois, Inc. (a) 453,100 13,848

PAPER & FOREST PRODUCTS - 0.2%

Mercer International, Inc. (SBI) (c) 909,800 5,402

TOTAL BASIC INDUSTRIES 26,552

CONSTRUCTION & REAL ESTATE - 10.5%

BUILDING MATERIALS - 2.3%

American Standard Companies, Inc. (a) 400,000 12,775

Masco Corp. 628,200 17,707

Owens-Corning 634,200 23,029

53,511

CONSTRUCTION - 1.2%

Beazer Homes USA, Inc. (a) 200,000 3,538

Engle Homes, Inc. 250,000 3,219

Higashi Nihon House Co. Ltd. 50,000 159

Lennar Corp. 880,418 17,828

Okumura Corp. 300,000 1,304

Wimpey George PLC 1,000,000 1,892

27,940

ENGINEERING - 0.1%

Fluor Corp. 50,000 1,941

Stolt Comex Seaway SA 54,600 696

Stolt Comex Seaway SA sponsored ADR Class A 27,300 282

2,919

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

CONSTRUCTION & REAL ESTATE - CONTINUED

REAL ESTATE - 0.7%

Excel Legacy Corp. (a) 750,800 $ 2,065

LNR Property Corp. 90,268 1,602

Mitsubishi Estate Co. Ltd. 200,000 1,820

Stewart Enterprises, Inc. Class A 492,100 11,349

16,836

REAL ESTATE INVESTMENT TRUSTS - 6.2%

Alexandria Real Estate Equities, Inc. 390,300 10,416

Apartment Investment & Management Co. Class A 220,100 7,690

AvalonBay Communities, Inc. 26,000 835

CBL & Associates Properties, Inc. 14,000 365

Crescent Real Estate Equities, Inc. 500,000 12,531

Duke Realty Investments, Inc. 484,552 11,569

Equity Office Properties Trust 725,000 17,400

Equity Residential Properties Trust (SBI) 391,200 16,430

First Washington Realty Trust, Inc. 100,000 2,263

Glenborough Realty Trust, Inc. 333,000 7,139

Home Properties of N.Y, Inc. 250,000 6,719

LTC Properties, Inc. 875,800 14,998

New Plan Excel Realty Trust 420,960 9,577

Patriot American Hospitality, Inc. unit 2,000,071 17,751

Public Storage, Inc. 385,300 10,283

145,966

TOTAL CONSTRUCTION & REAL ESTATE 247,172

DURABLES - 4.3%

AUTOS, TIRES, & ACCESSORIES - 0.2%

Pep Boys-Manny, Moe & Jack 100,000 1,563

Wynn's International, Inc. 176,550 3,321

4,884

CONSUMER ELECTRONICS - 2.3%

Black & Decker Corp. 400,000 20,675

Maytag Corp. 503,500 24,892

Newell Co. 200,000 8,800

54,367

HOME FURNISHINGS - 0.8%

Furniture Brands International, Inc. (a) 36,800 791

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

DURABLES - CONTINUED

HOME FURNISHINGS - CONTINUED

HON Industries, Inc. 238,700 $ 5,057

Leggett & Platt, Inc. 500,000 11,688

17,536

TEXTILES & APPAREL - 1.0%

Galey & Lord, Inc. (a) 478,500 6,520

Kellwood Co. 8,500 232

Polymer Group, Inc. (a) 300,000 2,644

Quaker Fabric Corp. (a)(c) 1,564,100 10,753

Supreme International Corp. (a)(c) 380,000 4,323

24,472

TOTAL DURABLES 101,259

ENERGY - 0.7%

ENERGY SERVICES - 0.3%

McDermott International, Inc. 100,000 2,931

Pool Energy Services Co. (a) 163,000 2,175

R&B Falcon Corp. (a) 66,000 895

6,001

OIL & GAS - 0.4%

Cabot Oil & Gas Corp. Class A 100,000 1,700

Cooper Cameron Corp. (a) 150,000 5,213

Newport Petroleum Corp. (a)(d) 310,000 1,145

Titan Exploration, Inc. (a) 338,000 1,986

10,044

TOTAL ENERGY 16,045

FINANCE - 10.6%

BANKS - 1.2%

AmSouth Bancorp. 75,000 3,005

Centura Banks, Inc. 142,800 9,853

Comerica, Inc. 75,000 4,838

Fuji International Finance Trust sponsored ADR (a)(d) 29 246

National Bank of Canada 384,100 5,751

U.S. Bancorp 100,000 3,650

27,343

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE - 2.4%

Acom Co. Ltd. 70,000 $ 3,923

American Express Co. 205,000 18,117

Associates First Capital Corp. 65,521 4,619

Fleet Financial Group, Inc. 100,000 3,994

Household International, Inc. 32,700 1,196

Jafco Co. Ltd. 793,000 16,932

Providian Financial Corp. 100,000 7,938

56,719

INSURANCE - 0.1%

Fremont General Corp. 33,100 1,634

London Insurance Market Investment Trust PLC 307,000 848

2,482

SAVINGS & LOANS - 5.5%

Bank United Corp. Class A 150,000 5,977

Charter One Financial, Inc. 39,270 1,077

Dime Bancorp, Inc. 2,300,000 54,769

Washington Federal, Inc. 110,000 2,936

Washington Mutual, Inc. 1,738,000 65,066

129,825

SECURITIES INDUSTRY - 1.4%

Morgan Stanley, Dean Witter & Co. 200,000 12,950

Nomura Securities Co. Ltd. 2,815,000 21,328

34,278

TOTAL FINANCE 250,647

HEALTH - 5.7%

DRUGS & PHARMACEUTICALS - 2.2%

Amgen, Inc. (a) 200,000 15,713

Aviron (a) 106,200 2,018

Chirex, Inc. (a) 120,000 1,830

Elan Corp. PLC ADR (a) 300,000 21,019

King Pharmaceuticals, Inc. (a) 200,000 3,113

Lilly (Eli) & Co. 100,000 8,094

Sankyo Co. Ltd. 19,000 430

ViroPharma, Inc. (a) 40,100 727

52,944

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES - 3.2%

Arterial Vascular Engineering, Inc. (a) 700,000 $ 21,525

Biomet, Inc. 300,000 10,181

Gehe AG 50,000 3,733

Guidant Corp. 150,000 11,475

McKesson Corp. 172,300 13,267

Sofamor/Danek Group, Inc. (a) 150,000 15,244

75,425

MEDICAL FACILITIES MANAGEMENT - 0.3%

HEALTHSOUTH Corp. (a) 230,800 2,798

LTC Healthcare, Inc. (a) 87,580 208

Wellpoint Health Networks, Inc. (a) 50,000 3,681

6,687

TOTAL HEALTH 135,056

INDUSTRIAL MACHINERY & EQUIPMENT - 3.6%

ELECTRICAL EQUIPMENT - 0.2%

Energy Conversion Devices, Inc. 600,000 4,538

Energy Conversion Devices, Inc. warrants 7/31/01 (a) 400,000 200

4,738

INDUSTRIAL MACHINERY & EQUIPMENT - 0.8%

Compx International, Inc. (a) 100,000 1,925

Hitachi Construction Machinery Co. Ltd. 826,000 2,347

PRI Automation, Inc. 58,200 1,008

THK Co. Ltd. 450,200 4,651

Tyco International Ltd. 140,000 8,671

18,602

POLLUTION CONTROL - 2.6%

Waste Management, Inc. 1,394,900 62,945

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 86,285

MEDIA & LEISURE - 17.1%

BROADCASTING - 7.7%

Capstar Broadcasting Corp. Class A (a) 200,000 3,475

CBS Corp. 598,179 16,712

Clear Channel Communications, Inc. (a) 100,000 4,556

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

Comcast Corp. Class A (special) 1,529,300 $ 75,509

MediaOne Group, Inc. 750,000 31,734

Nielsen Media Research, Inc. (a) 16,666 236

Scandinavian Broadcasting Corp. (a) 41,000 943

Time Warner, Inc. 525,800 48,801

181,966

ENTERTAINMENT - 5.4%

King World Productions, Inc. (a) 100,000 2,625

Royal Carribean Cruises Ltd. 801,500 22,342

Viacom, Inc.:

Class A (a) 100,600 5,973

Class B (non-vtg.) (a) 1,609,800 96,387

127,327

LEISURE DURABLES & TOYS - 1.3%

Callaway Golf Co. 600,000 6,525

Coachmen Industries, Inc. (c) 868,500 20,084

Harley-Davidson, Inc. 100,000 3,875

30,484

LODGING & GAMING - 0.9%

Host Marriott Corp. (a) 1,459,500 21,163

PUBLISHING - 1.2%

Playboy Enterprises, Inc.:

Class A (a)(c) 25,000 322

Class B (a)(c) 1,957,300 28,136

28,458

RESTAURANTS - 0.6%

Big Buck Brew & Steakhouse, Inc. (a)(c) 522,500 1,519

Starbucks Corp. (a) 300,000 13,013

14,532

TOTAL MEDIA & LEISURE 403,930

NONDURABLES - 0.9%

AGRICULTURE - 0.1%

Northland Cranberries, Inc. Class A 70,000 761

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

NONDURABLES - CONTINUED

BEVERAGES - 0.6%

Celestial Seasonings, Inc. (a) 50,000 $ 975

Mondavi (Robert) Corp. Class A (a)(c) 384,100 13,035

14,010

FOODS - 0.0%

Corn Products International, Inc. 12,500 356

HOUSEHOLD PRODUCTS - 0.2%

Clorox Co. 48,600 5,310

TOTAL NONDURABLES 20,437

PRECIOUS METALS - 0.4%

Newmont Mining Corp. 400,000 8,500

RETAIL & WHOLESALE - 4.8%

APPAREL STORES - 0.1%

Baker (J.), Inc. 431,700 2,374

Charming Shoppes, Inc. (a) 200,000 750

3,124

GENERAL MERCHANDISE STORES - 0.7%

Wal-Mart Stores, Inc. 250,000 17,250

GROCERY STORES - 0.3%

Meyer (Fred), Inc. (a) 28,000 1,493

Safeway, Inc. (a) 100,000 4,781

6,274

RETAIL & WHOLESALE, MISCELLANEOUS - 3.7%

Action Performance Companies, Inc. (a) 340,000 10,158

Amazon.com, Inc. (a) 100,000 12,644

Barbeques Galore Ltd. sponsored ADR (c) 235,000 977

Best Buy Co., Inc. (a) 500,000 24,000

Circuit City Stores, Inc. - Circuit City Group 50,000 1,809

Gadzooks, Inc. (a)(c) 500,000 4,094

Home Depot, Inc. 200,000 8,700

Micro Warehouse, Inc. (a) 98,500 2,149

Oshmans Sporting Goods, Inc. (a) 100,000 444

PC Connection, Inc. 82,700 1,261

School Specialty, Inc. 382,616 6,026

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED

Senshukai Co. Ltd. 723,000 $ 4,494

Staples, Inc. (a) 316,050 10,311

87,067

TOTAL RETAIL & WHOLESALE 113,715

SERVICES - 4.1%

ADVERTISING - 0.5%

Interpublic Group of Companies, Inc. 100,000 5,850

Omnicom Group, Inc. 100,000 4,944

10,794

SERVICES - 3.6%

APAC Teleservices, Inc. (a) 182,800 1,143

Boron LePore & Associates, Inc. (a) 100,000 2,700

Medpartners, Inc. (a) 1,033,300 3,681

Modis Professional Services, Inc. (a) 3,699,000 65,195

Olsten Corp. 650,000 5,972

Sotheby's Holdings, Inc. Class A 329,000 7,115

85,806

TOTAL SERVICES 96,600

TECHNOLOGY - 25.9%

COMMUNICATIONS EQUIPMENT - 0.2%

ACT Networks, Inc. (a) 300,000 2,550

Aiphone Co. Ltd. 100,000 731

Filtronic PLC 100,000 768

4,049

COMPUTER SERVICES & SOFTWARE - 11.9%

4Front Software International, Inc. (a)(c) 1,015,900 8,254

America Online, Inc. 90,000 11,436

Autodesk, Inc. 350,000 10,916

Catalyst International, Inc. (a)(c) 533,000 4,464

CompUSA, Inc. (a) 295,800 4,104

Electronic Data Systems Corp. 3,281,700 133,513

IMS Health, Inc. 50,000 3,325

Inacom Corp. (a)(c) 524,300 10,158

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE - CONTINUED

Micro Focus Group PLC ADR (a) 75,000 $ 1,425

Microsoft Corp. (a) 110,200 11,667

Midway Games, Inc. (a) 323,387 3,173

Oracle Corp. (a) 1,400,000 41,388

Pegasus Systems, Inc. (a)(c) 590,500 10,260

Platinum Technology, Inc. (a) 200,000 3,288

Saville Systems PLC sponsored ADR (a) 200,000 3,375

Sportsline USA, Inc. 200,000 2,813

Wind River Systems, Inc. 100,000 4,381

Yahoo, Inc. (a) 100,000 13,084

281,024

COMPUTERS & OFFICE EQUIPMENT - 4.1%

Apple Computer, Inc. (a) 100,000 3,713

Dell Computer Corp. (a) 100,000 6,550

EMC Corp. (a) 200,000 12,875

Evans & Sutherland Computer Corp. (a) 100,000 1,775

HMT Technology Corp. (a)(c) 3,293,500 28,406

Ingram Micro, Inc. Class A (a) 100,000 4,550

Lexmark International Group, Inc. (a) 150,000 10,491

Psion PLC 100,000 829

Quantum Corp. (a) 1,000,000 17,563

Seagate Technology, Inc. (a) 400,000 10,550

97,302

ELECTRONIC INSTRUMENTS - 5.1%

Applied Materials, Inc. (a) 465,500 16,147

KLA-Tencor Corp. (a) 1,653,300 60,965

Kulicke & Soffa Industries, Inc. (a) 200,000 3,263

Teradyne, Inc. (a) 1,100,000 35,750

Thermo Electron Corp. (a) 100,000 1,994

Thermoquest Corp. (a) 300,000 3,038

Varian Associates, Inc. 11,900 466

121,623

ELECTRONICS - 4.6%

Analog Devices, Inc. (a) 200,000 3,975

C.P. Clare Corp. (a) 60,000 300

Intel Corp. 900,000 80,269

Micron Technology, Inc. (a) 450,000 17,100

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Solectron Corp. (a) 74,600 $ 4,271

Texas Instruments, Inc. 50,000 3,197

109,112

TOTAL TECHNOLOGY 613,110

TRANSPORTATION - 0.2%

AIR TRANSPORTATION - 0.2%

Deutsche Lufthansa AG:

(Reg.) (d) 100,000 2,183

(Reg.) 100,000 2,183

Transat AT, Inc. (a) 82,000 255

4,621

SHIPPING - 0.0%

Peninsular & Oriental Steam Navigation Co. 102,378 1,083

TOTAL TRANSPORTATION 5,704

UTILITIES - 2.2%

CELLULAR - 0.2%

Cable & Wireless Communications PLC (a) 500,000 3,768

ELECTRIC UTILITY - 1.2%

Entergy Corp. 206,900 5,948

Niagara Mohawk Power Corp. (a) 1,360,500 19,897

PG&E Corp. 88,800 2,703

28,548

TELEPHONE SERVICES - 0.8%

Advanced Communications Group, Inc. (c) 1,341,400 4,946

AT&T Corp. 94,300 5,870

France Telecom SA 8,300 580

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Telefonos de Mexico SA de CV sponsored ADR representing 100,000 $ 5,281
Class L shares

U.S. WEST, Inc. 39,599 2,272

18,949

TOTAL UTILITIES 51,265

TOTAL COMMON STOCKS 2,177,597
(Cost $1,991,381)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
PREFERRED STOCKS - 0.1%

CONVERTIBLE PREFERRED STOCKS - 0.1%

RETAIL & WHOLESALE - 0.1%

APPAREL STORES - 0.1%

TJX Companies, Inc. Series E, $7.00 6,000 2,454

NONCONVERTIBLE PREFERRED STOCKS - 0.0%

BASIC INDUSTRIES - 0.0%

METALS & MINING - 0.0%

Freeport-McMoRan Copper & Gold, Inc. depositary shares 9,100 123
representing 0.025 silver denomination pfd.

TOTAL PREFERRED STOCKS 2,577
(Cost $1,183)

CLOSED-END INVESTMENT COMPANIES - 0.1%

Taiwan Fund, Inc. 100,000 1,394
(Cost $2,625)

CASH EQUIVALENTS - 7.7%

Taxable Central Cash Fund (b) 181,306,947 181,307
(Cost $181,307)

TOTAL INVESTMENT IN SECURITIES - 100% $ 2,362,875
(Cost $2,176,496)
</TABLE>

LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) Affiliated company (see Note 7 of Notes to Financial Statements).
(d) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $3,574,000 or 0.2% of net assets.

INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $2,181,350,000. Net unrealized appreciation
aggregated $181,525,000, of which $383,575,000 related to appreciated
investment securities and $202,050,000 related to depreciated
investment securities.
The fund hereby designates approximately $107,136,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $2,176,496) - $ 2,362,875
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 16,738

RECEIVABLE FOR FUND SHARES SOLD 6,069

DIVIDENDS RECEIVABLE 1,281

INTEREST RECEIVABLE 497

OTHER RECEIVABLES 181

TOTAL ASSETS 2,387,641

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 15,417

PAYABLE FOR FUND SHARES REDEEMED 2,799

ACCRUED MANAGEMENT FEE 694

OTHER PAYABLES AND ACCRUED EXPENSES 3,281

COLLATERAL ON SECURITIES LOANED, AT VALUE 73,451

TOTAL LIABILITIES 95,642

NET ASSETS $ 2,291,999

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 2,031,651

UNDISTRIBUTED NET INVESTMENT INCOME 10,189

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 63,754
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 186,405
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 118,816 SHARES OUTSTANDING $ 2,291,999

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER $19.29
SHARE ($2,291,999 (DIVIDED BY) 118,816 SHARES)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME $ 18,226
DIVIDENDS (INCLUDING $83 RECEIVED FROM AFFILIATED ISSUERS)

SPECIAL DIVIDEND FROM EXCEL LEGACY CORP. 3,895

INTEREST (INCLUDING INCOME ON SECURITIES LOANED OF $1,010) 4,801

TOTAL INCOME 26,922

EXPENSES

MANAGEMENT FEE $ 14,037
BASIC FEE

PERFORMANCE ADJUSTMENT (3,652)

TRANSFER AGENT FEES 5,147

ACCOUNTING FEES AND EXPENSES 832

NON-INTERESTED TRUSTEES' COMPENSATION 16

CUSTODIAN FEES AND EXPENSES 152

REGISTRATION FEES 133

AUDIT 62

LEGAL 15

MISCELLANEOUS 15

TOTAL EXPENSES BEFORE REDUCTIONS 16,757

EXPENSE REDUCTIONS (710) 16,047

NET INVESTMENT INCOME 10,875

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

INVESTMENT SECURITIES (INCLUDING REALIZED GAIN (LOSS) OF 68,089
$(8,620) ON SALES OF INVESTMENTS IN AFFILIATED ISSUERS)

FOREIGN CURRENCY TRANSACTIONS 83 68,172

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES (35,026)

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 26 (35,000)

NET GAIN (LOSS) 33,172

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 44,047
FROM OPERATIONS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1998 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 10,875 $ 7,537
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 68,172 323,049

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) (35,000) 112,433

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 44,047 443,019
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (7,541) (10,261)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (268,678) (131,673)

TOTAL DISTRIBUTIONS (276,219) (141,934)

SHARE TRANSACTIONS 1,197,319 754,230
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 268,785 138,936

COST OF SHARES REDEEMED (991,353) (734,679)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 474,751 158,487
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 242,579 459,572

NET ASSETS

BEGINNING OF PERIOD 2,049,420 1,589,848

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 2,291,999 $ 2,049,420
INCOME OF $10,189 AND $8,127, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 59,402 34,789

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 13,905 7,957

REDEEMED (49,123) (35,135)

NET INCREASE (DECREASE) 24,184 7,611

</TABLE>

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

1998 1997 1996 1995 1994
SELECTED PER-SHARE DATA

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

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME .09 C, D .08 C .15 .36 .17

NET REALIZED AND UNREALIZED .47 4.97 1.81 1.98 1.00
GAIN (LOSS)

TOTAL FROM INVESTMENT OPERATIONS .56 5.05 1.96 2.34 1.17

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.08) (.12) (.40) (.17) (.10)

FROM NET REALIZED GAIN (2.85) (1.54) (1.00) (1.46) (1.41)

TOTAL DISTRIBUTIONS (2.93) (1.66) (1.40) (1.63) (1.51)

NET ASSET VALUE, END OF PERIOD $ 19.29 $ 21.66 $ 18.27 $ 17.71 $ 17.00

TOTAL RETURN A, B 2.56% 29.83% 11.79% 15.42% 6.97%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 2,292 $ 2,049 $ 1,590 $ 1,660 $ 1,669
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .70% .69% .87% 1.09% 1.19%
NET ASSETS

RATIO OF EXPENSES TO AVERAGE NET .67% E .66% E .80% E 1.06% E 1.17% E
ASSETS AFTER EXPENSE REDUCTIONS

RATIO OF NET INVESTMENT INCOME TO .46% .43% 1.24% 2.31% 1.22%
AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 121% 176% 205% 87% 124%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
B TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND FROM EXCEL
LEGACY CORP. WHICH AMOUNTED TO $.04 PER SHARE.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS).

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Capital Appreciation Fund (the fund) is a fund of Fidelity
Capital Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. The financial statements
have been prepared in conformity with generally accepted accounting
principles which require management to make certain estimates and
assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities (including restricted
securities) for which exchange quotations are not readily available
(and in certain cases debt securities which trade on an exchange) are
valued primarily using dealer-supplied valuations or at their fair
value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which quotations are not readily available are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for foreign currency transactions, passive foreign
investment companies (PFIC), non-taxable dividends and losses deferred
due to wash sales. The fund also utilized earnings and profits
distributed to shareholders on redemption of shares as a part of the
dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
Fidelity Management & Research Company (FMR), may transfer uninvested
cash balances into one or more joint trading accounts. These balances
are invested in one or more repurchase agreements for U.S. Treasury or
Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period,the fund had no investments in restricted
securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,932,195,000 and $2,775,842,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. The basic fee is subject to a
performance adjustment (up to a maximum of (plus/minus).20% of the
fund's average net assets over the performance period) based on the
fund's investment performance as compared to the appropriate index
over a specified period of time. For the period, the management fee
was equivalent to an annual rate of .44% of average net assets after
the performance adjustment.
SALES LOAD. Fidelity Distributors Corporation (FDC), an affiliate of
FMR, is the general distributor of the fund. Prior to October 12,
1990, FDC received a deferred sales charge of up to 1%. Shares
purchased before October 12, 1990 are subject to a 1% deferred sales
charge upon redemption. For the period, FDC received deferred sales
charges of $194,000 on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .22% of average net assets.
ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's
accounting records and administers the security lending program. The
security lending fee is based on the number and duration of lending
transactions. The accounting fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $438,000 for the
period.
5. SECURITY LENDING.
The fund loaned securities to certain brokers who paid the fund
negotiated lenders' fees. These fees are included in interest income.
The fund receives U.S. Treasury obligations and/or cash as collateral
against the loaned securities, in an amount at least equal to 102% of
the market value of the loaned securities at the inception of each
loan. This collateral must be maintained at not less than 100% of the
market value of the loaned securities during the period of the loan.
At period end, the value of the securities loaned and the value of
collateral amounted to $71,896,000 and $73,451,000, respectively.
6. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $653,000 under this arrangement.
6. EXPENSE REDUCTIONS -
CONTINUED
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $15,000 and $42,000, respectively, under these
arrangements.
7. TRANSACTIONS WITH
AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
DOLLAR AMOUNTS IN THOUSANDS
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
4Front Software International, Inc. $ 4,400 $ - $ - $ 8,254
Advanced Communications Group, Inc. 5,316 - - 4,946
Artic Cat, Inc. - 1,692 - -
Barbeques Galore Ltd. sponsored ADR - - - 977
Big Buck Brewery & Steakhouse, Inc. 1,343 - - 1,519
Catalyst International, Inc. 1,613 - - 4,464
Coachmen Industries, Inc. - 1,766 47 20,084
Documentum, Inc. - - - -
Gadzooks, Inc. - - - 4,094
HMT Technology Corp. 13,118 - - 28,406
Inacom Corp. - 3,756 - 10,158
Major Realty Corp. - 4,419 - -
Mercer International, Inc. (SBI) - - 36 5,402
Mondavi (Robert) Corp. Class A 4,895 19,785 - 13,035
Pegasus Systems, Inc - - - 10,260
Playboy Enterprises, Inc. Class A - - - 322
Playboy Enterprises, Inc. Class B 2,526 - - 28,136
Quaker fabric Corp. 14,321 - - 10,753
RF Power Products, Inc. - 4,425 - -
Scheid Vineyards, Inc. Class A - - - -
Supreme International Corp. 487 - - 4,323
TOTALS $ 48,019 $ 35,843 $ 83 $ 155,133
</TABLE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of
Fidelity Capital Appreciation Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Capital Appreciation Fund (a fund of Fidelity Capital Trust)
at October 31, 1998, and the results of its operations, the changes in
its net assets and the financial highlights for the periods indicated,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fidelity
Capital Appreciation fund's management; our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at October
31, 1998 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 10, 1998

DISTRIBUTIONS

The Board of Trustees of Fidelity Capital Appreciation Fund voted to
pay to shareholders of record at the opening of business on record
date, the following distributions derived from capital gains realized
from sales of portfolio securities, and dividends derived from net
investment income:
PAY DATE 12/8/97 12/7/98
RECORD DATE 12/5/97 12/4/98
DIVIDENDS $ .08 $ .09
SHORT-TERM
CAPITAL GAINS $1.92 $-
LONG-TERM
CAPITAL GAINS $ .93 $ .45
LONG-TERM
CAPITAL GAIN PERCENTAGES:
28% rate 41.67% -
20% rate 58.33% 100%

A total of .20% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.
A total of 4% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.

MANAGING YOUR INVESTMENTS

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

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC
Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.
(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 and we'll send you an America Online CD or disk with up
to 50 free hours of Web access.
(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD
AND RETURN WILL VARY AND,
EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS MEANS
THAT YOU MAY HAVE A GAIN
OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO ASSURANCE THAT MONEY
MARKET FUNDS WILL BE ABLE TO
MAINTAIN A STABLE $1 SHARE PRICE; AN INVESTMENT IN A MONEY MARKET FUND
IS NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT. TOTAL RETURNS ARE HISTORICAL AND
INCLUDE CHANGES IN SHARE PRICE,
REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS, AND THE EFFECTS OF ANY
SALES CHARGES.
TO WRITE FIDELITY

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

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
815 East Birch Street
Brea, CA
851 East Hamilton Avenue
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10100 Santa Monica Blvd.
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251 University Avenue
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1760 Challenge Way
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7676 Hazard Center Drive
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455 Market Street
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1400 Civic Drive
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COLORADO
1625 Broadway
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48 West Putnam Avenue
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265 Church Street
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222 Delaware Avenue
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FLORIDA
4400 N. Federal Highway
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GEORGIA
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HAWAII
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ILLINOIS
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INDIANA
4729 East 82nd Street
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MAINE
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MARYLAND
7401 Wisconsin Avenue
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MINNESOTA
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NEW JERSEY
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56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
NEW YORK
1055 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
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New York, NY
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New York, NY
350 Park Avenue
New York, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
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439 Fifth Avenue
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TENNESSEE
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Houston, TX
400 East Las Colinas Blvd.
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19740 IH 45 North
Spring, TX
UTAH
215 South State Street
Salt Lake City, UT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
511 Pine Street
Seattle, WA
WASHINGTON, DC
1900 K Street, N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Harry W. Lange, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES

CAF-ANN-1298 67029
1.538293.101

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
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THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
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(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress(registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

(FIDLIETY_LOGO_GRAPHIC) (REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(2_FIDELITY_LOGOS)

FIDELITY
DISCIPLINED EQUITY
FUND

ANNUAL REPORT
OCTOBER 31, 1998

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing strategies.

PERFORMANCE 4 How the fund has done over time.

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

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

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

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

NOTES 24 Notes to the financial statements.

REPORT OF INDEPENDENT 28 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 29

PRESIDENT'S MESSAGE

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY DISCIPLINED EQUITY 13.17% 117.38% 422.53%

S&P 500 (registered trademark) 21.99% 162.65% 418.15%

Growth Funds Average 9.61% 110.42% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on December 28, 1988. For example, if you had
invested $1,000 in a fund that had a 5% return over the past year, the
value of your investment would be $1,050. You can compare the fund's
returns to the performance of the Standard & Poor's 500 Index - a
widely recognized, unmanaged index of common stocks. To measure how
the fund's performance stacked up against its peers, you can compare
it to the growth funds average, which reflects the performance of
mutual funds with similar objectives tracked by Lipper Analytical
Services, Inc. The past one year average represents a peer group of
945 mutual funds. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY DISCIPLINED EQUITY 13.17% 16.80% 18.28%

S&P 500 21.99% 21.33% 18.18%

Growth Funds Average 9.61% 15.66% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)

$10,000 OVER LIFE OF FUND
Disciplined Equity S&P 500
00315 SP001
1988/12/28 10000.00 10000.00
1988/12/31 10110.00 10025.79
1989/01/31 10980.00 10759.67
1989/02/28 10970.00 10491.76
1989/03/31 11330.00 10736.22
1989/04/30 11920.00 11293.43
1989/05/31 12360.00 11750.81
1989/06/30 12150.00 11683.83
1989/07/31 13130.00 12738.88
1989/08/31 13610.00 12988.56
1989/09/30 13680.00 12935.31
1989/10/31 13250.00 12635.21
1989/11/30 13440.00 12892.97
1989/12/31 13784.10 13202.40
1990/01/31 12825.74 12316.52
1990/02/28 13131.60 12475.40
1990/03/31 13661.76 12806.00
1990/04/30 13274.34 12485.85
1990/05/31 14497.78 13703.22
1990/06/30 14650.71 13610.04
1990/07/31 14599.73 13566.49
1990/08/31 13182.58 12340.08
1990/09/30 12428.12 11739.11
1990/10/31 12254.80 11688.64
1990/11/30 13233.55 12443.72
1990/12/31 13676.69 12790.90
1991/01/31 14479.98 13348.58
1991/02/28 15637.96 14303.01
1991/03/31 16013.52 14649.14
1991/04/30 16159.57 14684.30
1991/05/31 16785.50 15318.66
1991/06/30 15909.20 14617.07
1991/07/31 16702.05 15298.22
1991/08/31 17098.47 15660.79
1991/09/30 17035.88 15399.25
1991/10/31 17463.60 15605.60
1991/11/30 16806.37 14976.70
1991/12/31 18603.46 16690.03
1992/01/31 18983.82 16379.60
1992/02/29 19444.88 16592.53
1992/03/31 19202.82 16268.98
1992/04/30 19444.88 16747.29
1992/05/31 19479.46 16829.35
1992/06/30 19283.51 16578.59
1992/07/31 20205.61 17256.65
1992/08/31 19721.51 16902.89
1992/09/30 19848.30 17102.35
1992/10/31 19905.93 17162.21
1992/11/30 20620.56 17747.44
1992/12/31 21063.98 17965.73
1993/01/31 21471.19 18116.64
1993/02/28 21335.45 18363.03
1993/03/31 21989.46 18750.49
1993/04/30 21261.41 18296.73
1993/05/31 21915.42 18787.08
1993/06/30 22310.29 18841.56
1993/07/31 22199.24 18766.20
1993/08/31 23211.10 19477.43
1993/09/30 23939.14 19327.46
1993/10/31 24037.86 19727.54
1993/11/30 23297.48 19540.12
1993/12/31 23999.42 19776.56
1994/01/31 25174.30 20448.96
1994/02/28 24870.68 19894.80
1994/03/31 23629.79 19027.38
1994/04/30 24329.44 19270.93
1994/05/31 24184.23 19586.98
1994/06/30 23497.78 19107.10
1994/07/31 24078.62 19733.81
1994/08/31 25306.31 20542.90
1994/09/30 24580.26 20039.59
1994/10/31 25002.69 20490.49
1994/11/30 24250.23 19744.22
1994/12/31 24721.07 20037.03
1995/01/31 24335.23 20556.59
1995/02/28 25534.08 21357.68
1995/03/31 26167.95 21987.94
1995/04/30 26843.16 22635.49
1995/05/31 27669.96 23540.23
1995/06/30 28910.14 24087.07
1995/07/31 30660.18 24885.80
1995/08/31 30770.42 24948.26
1995/09/30 32024.39 26001.08
1995/10/31 31748.79 25908.25
1995/11/30 32217.31 27045.62
1995/12/31 31892.82 27566.52
1996/01/31 32449.09 28504.89
1996/02/29 32804.48 28769.13
1996/03/31 32959.00 29046.17
1996/04/30 33623.44 29474.32
1996/05/31 34504.20 30234.46
1996/06/30 34009.73 30349.65
1996/07/31 32109.14 29008.80
1996/08/31 32758.13 29620.60
1996/09/30 34318.77 31287.65
1996/10/31 35338.60 32150.56
1996/11/30 37331.90 34580.82
1996/12/31 36712.62 33895.77
1997/01/31 38828.09 36013.58
1997/02/28 38478.29 36295.93
1997/03/31 37162.37 34804.53
1997/04/30 38528.26 36882.36
1997/05/31 40993.54 39127.76
1997/06/30 42825.84 40880.68
1997/07/31 46940.18 44133.56
1997/08/31 44691.45 41661.20
1997/09/30 47839.67 43942.98
1997/10/31 46173.95 42475.28
1997/11/30 47806.36 44441.46
1997/12/31 48941.39 45204.52
1998/01/31 48979.24 45704.49
1998/02/28 52821.12 49000.69
1998/03/31 55622.10 51510.02
1998/04/30 56606.23 52028.21
1998/05/31 55243.59 51133.85
1998/06/30 56681.93 53210.90
1998/07/31 55319.29 52644.21
1998/08/31 46973.14 45032.91
1998/09/30 49263.13 47917.71
1998/10/30 52253.36 51815.34
IMATRL PRASUN SHR__CHT 19981031 19981104 150154 R00000000000122

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Disciplined Equity Fund on December 28, 1988,
when the fund started. As the chart shows, by October 31, 1998, the
value of the investment would have grown to $52,253 - a 422.53%
increase on the initial investment. For comparison, look at how the
Standard & Poor's 500 Index did over the same period. With dividends
and capital gains, if any, reinvested, the same $10,000 would have
grown to $51,815 - a 418.15% increase.

FUND TALK: THE MANAGER'S OVERVIEW

BRAD LEWIS ON FUTURES
CONTRACTS:
"PLEASE NOTE THAT THE FUND DID NOT
HOLD ANY FUTURES CONTRACTS AT THE
END OF THE PERIOD. FUTURES BASED
ON THE S&P 500 - OR CONTRACTS TO
BUY THAT INDEX AT A FUTURE DATE -
HAVE FREQUENTLY BEEN HELD IN THE
PORTFOLIO TO HANDLE SHAREHOLDER
REDEMPTIONS. IN THE PAST FEW YEARS,
I HAD TO AGGRESSIVELY SELL STOCKS TO
MEET SHAREHOLDER REDEMPTIONS -
CAUSING ADVERSE CONSEQUENCES
ON THE FUND'S SHARE PRICE AND NET
ASSET VALUE. ON TWO OCCASIONS,
THESE REDEMPTIONS OCCURRED AFTER
SOME INDUSTRY NEWSLETTERS
RECOMMENDED AGGRESSIVE TRADING IN
MY FUNDS. SUBSEQUENTLY, I HELD
MORE CASH AND FUTURES IN THE
PORTFOLIO FOR REDEMPTION PURPOSES.
FUTURES ARE EXTREMELY LIQUID
BECAUSE LARGE DOLLAR QUANTITIES CAN
BE SOLD QUICKLY AT A RELATIVELY LOW
COST.
"OVER THE PAST SEVERAL YEARS, I HAVE
DISCOURAGED THE NEWSLETTER CROWD
FROM COVERING THE PORTFOLIOS I
MANAGE AND SHAREHOLDER VOLATILITY
HAS INDEED ABATED. THE
JULY-SEPTEMBER BEAR MARKET WAS
AN EXCELLENT TEST OF SHAREHOLDER
STAYING POWER AND, FORTUNATELY,
REDEMPTIONS WERE ONLY MODEST. AT
BEST, FUTURES CONTRACTS CAN ONLY
MIMIC THE RETURNS OF THE
BENCHMARK, SO THEY ARE DESTINED TO
UNDERPERFORM THE MARKET AFTER
ACCOUNTING FOR FUND EXPENSES. HENCE,
GIVEN THE STABLE SHAREHOLDER BASE, I
HAVE RETURNED TO MANAGING A PORTFOLIO
THAT IS INVESTED MAINLY IN COMMON
STOCKS AND FREE OF S&P 500
FUTURES."

FUND FACTS
GOAL: TO INCREASE THE VALUE
OF THE FUND'S SHARES BY NORMALLY
INVESTING AT LEAST 65% OF THE
FUND'S TOTAL ASSETS IN A
DIVERSIFIED PORTFOLIO OF COMMON
STOCKS USING QUANTITATIVE AND
FUNDAMENTAL RESEARCH
FUND NUMBER: 315
TRADING SYMBOL: FDEQX
START DATE: DECEMBER 28, 1988
SIZE: AS OF OCTOBER 31,
1998, MORE THAN $2.8 BILLION
MANAGER: BRADFORD LEWIS, SINCE
INCEPTION; MANAGER, FIDELITY
STOCK SELECTOR, SINCE 1990;
FIDELITY SMALL CAP SELECTOR,
SINCE 1993; JOINED FIDELITY
IN 1985
(CHECKMARK)

INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

Schering-Plough Corp. 3.9 1.4

Microsoft Corp. 3.4 2.9

General Electric Co. 3.2 1.9

Fannie Mae 3.0 0.9

Amgen, Inc. 2.2 0.8

Heinz (H.J.) Co. 2.2 1.6

Intel Corp. 2.1 0.0

Dell Computer Corp. 2.1 2.1

Allstate Corp. 1.9 1.6

Wal-Mart Stores, Inc. 1.9 1.1

<TABLE>
<CAPTION>
<S> <C> <C>
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 16.1 12.6

HEALTH 14.0 9.0

FINANCE 12.8 14.0

UTILITIES 12.1 8.2

NONDURABLES 8.6 5.7

</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)

AS OF OCTOBER 31, 1998 * AS OF APRIL 30, 1998 **
ROW: 1, COL: 1, VALUE: 2.8
ROW: 1, COL: 2, VALUE: 97.2
STOCKS AND
EQUITY FUTURES 93.2%
SHORT-TERM
INVESTMENTS 6.8%
*FOREIGN
INVESTMENTS 1.8%
STOCKS 97.2%
SHORT-TERM
INVESTMENTS 2.8%

**FOREIGN
INVESTMENTS 2.6%
ROW: 1, COL: 1, VALUE: 6.8
ROW: 1, COL: 2, VALUE: 93.2

INVESTMENTS OCTOBER 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 97.2%

SHARES VALUE (NOTE 1)
(000S)

AEROSPACE & DEFENSE - 1.7%

Advanced Aerodynamics & Structures, Inc. Class A (a) 150,000 $ 413

Gulfstream Aerospace Corp. (a) 100,000 4,425

Sundstrand Corp. 150,000 7,041

United Technologies Corp. 367,600 35,014

46,893

DEFENSE ELECTRONICS - 0.0%

Raytheon Co. Class A 18,837 1,055

TOTAL AEROSPACE & DEFENSE 47,948

BASIC INDUSTRIES - 2.1%

CHEMICALS & PLASTICS - 0.4%

Millennium Chemicals, Inc. 250,000 6,094

Solutia, Inc. 200,000 4,388

10,482

METALS & MINING - 1.6%

Aluminum Co. of America 461,000 36,534

Martin Marietta Materials, Inc. 120,000 5,888

Superior Telecom, Inc. 72,000 3,096

45,518

PAPER & FOREST PRODUCTS - 0.1%

Pentair, Inc. 90,000 3,386

TOTAL BASIC INDUSTRIES 59,386

CONSTRUCTION & REAL ESTATE - 1.3%

BUILDING MATERIALS - 1.0%

Crane Co. 84,000 2,420

Lafarge Corp. 114,000 3,840

Southdown, Inc. 94,000 5,117

USG Corp. 192,000 9,156

Vulcan Materials Co. 61,000 7,236

27,769

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

CONSTRUCTION & REAL ESTATE - CONTINUED

CONSTRUCTION - 0.3%

Centex Corp. 166,000 $ 5,561

Fleetwood Enterprises, Inc. 60,000 1,935

7,496

TOTAL CONSTRUCTION & REAL ESTATE 35,265

DURABLES - 3.6%

AUTOS, TIRES, & ACCESSORIES - 1.9%

Ford Motor Co. 834,000 45,245

Navistar International Corp. (a) 100,000 2,088

PACCAR, Inc. 145,000 6,326

53,659

CONSUMER ELECTRONICS - 0.7%

Maytag Corp. 364,000 17,995

HOME FURNISHINGS - 0.3%

Miller (Herman), Inc. 384,000 8,472

TEXTILES & APPAREL - 0.7%

Nautica Enterprises, Inc. (a) 150,000 3,103

VF Corp. 415,000 17,352

20,455

TOTAL DURABLES 100,581

ENERGY - 6.2%

OIL & GAS - 6.2%

Amerada Hess Corp. 300,000 16,575

Ashland, Inc. 120,800 5,814

Chevron Corp. 420,000 34,230

Coastal Corp. (The) 280,000 9,870

Exxon Corp. 478,000 34,058

Mobil Corp. 445,000 33,681

Texaco, Inc. 657,000 38,968

173,196

FINANCE - 12.8%

BANKS - 1.1%

AmSouth Bancorp. 223,050 8,936

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

FINANCE - CONTINUED

BANKS - CONTINUED

Capital One Financial Corp. 125,000 $ 12,719

Comerica, Inc. 160,500 10,352

32,007

FEDERAL SPONSORED CREDIT - 4.6%

Fannie Mae 1,174,000 83,134

Freddie Mac 801,000 46,058

129,192

INSURANCE - 6.5%

Allstate Corp. 1,224,000 52,709

Ambac Financial Group, Inc. 122,400 7,122

American General Corp. 150,000 10,275

Annuity & Life Re Holdings Ltd. 2,800 65

CMAC Investments Corp. 18,000 754

Conseco, Inc. 216,000 7,493

Everest Reinsurance Holdings, Inc. 155,000 5,338

Financial Security Assurance Holdings Ltd. 35,000 1,743

Fremont General Corp. 40,000 1,975

Horace Mann Educators Corp. 6,600 189

Lincoln National Corp. 288,400 21,882

Mercury General Corp. 82,000 3,485

MGIC Investment Corp. 342,200 13,346

Nationwide Financial Services, Inc. Class A 100,000 4,150

Old Republic International Corp. 367,500 6,983

Protective Life Corp. 110,000 4,077

Reliastar Financial Corp. 281,101 12,316

SunAmerica, Inc. 334,500 23,582

Transatlantic Holdings, Inc. 40,500 3,159

Travelers Property Casualty Corp. Class A 80,000 2,455

183,098

SECURITIES INDUSTRY - 0.6%

MIPS Technologies, Inc. (a) 3,600 83

Schwab (Charles) Corp. 350,000 16,778

16,861

TOTAL FINANCE 361,158

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

HEALTH - 14.0%

DRUGS & PHARMACEUTICALS - 9.4%

American Home Products Corp. 231,000 $ 11,261

Amgen, Inc. (a) 790,700 62,119

Aquila Biopharmaceuticals, Inc. (a) 7,629 22

Lilly (Eli) & Co. 600,000 48,563

Rexall Sundown, Inc. (a) 100,000 1,794

Schering-Plough Corp. 1,080,400 111,136

Warner-Lambert Co. 385,000 30,174

265,069

MEDICAL EQUIPMENT & SUPPLIES - 3.6%

Abbott Laboratories 38,000 1,784

Becton, Dickinson & Co. 206,000 8,678

Guidant Corp. 649,000 49,649

McKesson Corp. 433,000 33,341

Resmed, Inc. (a) 10,000 510

Steris Corp. (a) 280,000 6,440

100,402

MEDICAL FACILITIES MANAGEMENT - 1.0%

Universal Health Services, Inc. Class B (a) 44,000 2,258

Wellpoint Health Networks, Inc. (a) 359,000 26,431

28,689

TOTAL HEALTH 394,160

INDUSTRIAL MACHINERY & EQUIPMENT - 5.0%

ELECTRICAL EQUIPMENT - 3.2%

General Electric Co. 1,021,000 89,338

L 3 Communications Holdings, Inc. (a) 1,400 60

89,398

INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%

Ingersoll-Rand Co. 124,500 6,287

Tyco International Ltd. 668,000 41,374

47,661

POLLUTION CONTROL - 0.1%

Ogden Corp. 169,000 4,542

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 141,601

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

MEDIA & LEISURE - 4.6%

ENTERTAINMENT - 2.9%

Carnival Corp. 1,436,000 $ 46,491

Viacom, Inc. Class B (non-vtg.) (a) 599,000 35,865

82,356

LEISURE DURABLES & TOYS - 0.0%

Adams Golf, Inc. (a) 8,200 38

PUBLISHING - 1.7%

McGraw-Hill Companies, Inc. 382,000 34,356

New York Times Co. (The) Class A 446,000 12,600

46,956

RESTAURANTS - 0.0%

CKE Restaurants, Inc. 110 3

TOTAL MEDIA & LEISURE 129,353

NONDURABLES - 8.6%

BEVERAGES - 1.8%

Anheuser-Busch Companies, Inc. 680,000 40,418

Beringer Wine Estates Holdings, Inc. Class B (a) 50,000 2,269

Canandaigua Brands, Inc. Class A (a) 42,000 2,105

Coors (Adolph) Co. Class B 128,000 6,400

51,192

FOODS - 4.5%

Dean Foods Co. 130,000 6,094

General Mills, Inc. 200,000 14,700

Heinz (H.J.) Co. 1,053,000 61,206

Horizon Organic Holding Corp. (a) 24,100 304

Interstate Bakeries Corp. 241,100 6,043

Keebler Foods Co. (a) 3,100 89

Pilgrims Pride Corp. 40,000 923

Quaker Oats Co. 599,000 35,378

Ralcorp Holdings, Inc. (a) 120,000 2,115

Smithfield Foods, Inc. (a) 40,200 789

127,641

HOUSEHOLD PRODUCTS - 0.8%

Safeskin Corp. (a) 153,500 3,396

Unilever NV (NY shares) 248,600 18,707

22,103

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

NONDURABLES - CONTINUED

TOBACCO - 1.5%

Philip Morris Companies, Inc. 762,000 $ 38,957

Universal Corp. 79,000 2,933

41,890

TOTAL NONDURABLES 242,826

PRECIOUS METALS - 0.3%

Barrick Gold Corp. 400,000 8,503

RETAIL & WHOLESALE - 6.1%

APPAREL STORES - 0.4%

Intimate Brands, Inc. Class A 54,500 1,219

Ross Stores, Inc. 224,000 7,280

TJX Companies, Inc. 200,000 3,788

12,287

GENERAL MERCHANDISE STORES - 3.2%

Costco Companies, Inc. (a) 164,000 9,307

Dayton Hudson Corp. 552,000 23,391

Federated Department Stores, Inc. (a) 123,000 4,728

Wal-Mart Stores, Inc. 750,000 51,750

89,176

RETAIL & WHOLESALE, MISCELLANEOUS - 2.5%

Best Buy Co., Inc. (a) 748,000 35,904

Borders Group, Inc. (a) 376,000 9,541

Cyberian Outpost, Inc. (a) 5,200 68

Office Depot, Inc. (a) 695,000 17,375

Tandy Corp. 174,000 8,624

71,512

TOTAL RETAIL & WHOLESALE 172,975

SERVICES - 0.9%

ADVERTISING - 0.5%

Omnicom Group, Inc. 304,000 15,029

Young & Rubicam, Inc. (a) 3,400 89

15,118

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

SERVICES - CONTINUED

LEASING & RENTAL - 0.1%

Hertz Corp. Class A 87,500 $ 3,134

PRINTING - 0.3%

Valassis Communications, Inc. (a) 173,000 6,898

SERVICES - 0.0%

ACNielsen Corp. (a) 35,600 952

Professional Detailing, Inc. 800 19

971

TOTAL SERVICES 26,121

TECHNOLOGY - 16.1%

COMMUNICATIONS EQUIPMENT - 2.1%

Carrier Access Corp. (a) 1,200 23

Cisco Systems, Inc. (a) 250,000 15,750

Com21, Inc. (a) 1,500 23

Lucent Technologies, Inc. 550,000 44,103

59,899

COMPUTER SERVICES & SOFTWARE - 6.0%

America Online, Inc. 100,000 12,706

Atlantic Data Services, Inc. (a) 5,800 121

BindView Development Corp. (a) 9,400 169

broadcast.com, Inc. (a) 500 25

Ebay, Inc. (a) 800 67

GeoCities (a) 1,100 32

Inktomi Corp. (a) 600 51

Keane, Inc. (a) 276,000 9,177

Microsoft Corp. (a) 900,000 95,288

MicroStrategy, Inc. Class A (a) 4,800 117

Oracle Corp. (a) 600,000 17,738

Sterling Software, Inc. (a) 318,200 8,333

Synopsys, Inc. 528,000 23,892

167,716

COMPUTERS & OFFICE EQUIPMENT - 4.5%

Comdisco, Inc. 249,000 3,844

Dell Computer Corp. (a) 876,000 57,378

EMC Corp. (a) 150,000 9,656

International Business Machines Corp. 45,000 6,680

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT - CONTINUED

Lexmark International Group, Inc. (a) 357,000 $ 24,968

Sun Microsystems, Inc. (a) 200,000 11,650

Unisys Corp. (a) 418,500 11,143

125,319

ELECTRONICS - 2.7%

Intel Corp. 650,000 57,972

Storage Technology Corp. (a) 550,000 18,391

76,363

PHOTOGRAPHIC EQUIPMENT - 0.8%

Eastman Kodak Co. 300,000 23,250

TOTAL TECHNOLOGY 452,547

TRANSPORTATION - 1.8%

AIR TRANSPORTATION - 1.8%

AMR Corp. (a) 346,000 23,182

Comair Holdings, Inc. 52,500 1,726

Southwest Airlines Co. 375,000 7,945

UAL Corp. (a) 250,000 16,234

Viad Corp. 44,800 1,229

50,316

UTILITIES - 12.1%

CELLULAR - 0.6%

Century Telephone Enterprises, Inc. 281,000 15,964

ELECTRIC UTILITY - 6.9%

Baltimore Gas & Electric Co. 190,000 5,961

BEC Energy 97,000 3,850

CMS Energy Corp. 158,000 6,962

DQE, Inc. 219,400 8,653

DTE Energy Co. 623,000 26,555

Energy East Corp. 233,000 11,388

FirstEnergy Corp. 375,000 11,250

FPL Group, Inc. 642,000 40,165

GPU, Inc. 345,200 14,887

Hawaiian Electric Industries, Inc. 100,000 3,963

Houston Industries, Inc. 147,700 4,588

Montana Power Co. 70,000 3,032

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

NIPSCO Industries, Inc. 258,000 $ 7,724

Pinnacle West Capital Corp. 318,000 13,932

PP&L Resources, Inc. 301,000 8,165

Public Service Enterprise Group, Inc. 438,000 16,644

Rochester Gas & Electric Corp. 109,000 3,175

Utilicorp United, Inc. 83,206 2,990

193,884

GAS - 0.8%

Columbia Gas System, Inc. 76,500 4,427

Enron Corp. 300,000 15,825

Western Resources, Inc. 70,000 2,450

22,702

TELEPHONE SERVICES - 3.8%

Ameritech Corp. 739,000 39,860

AT&T Corp. 637,000 39,653

U.S. WEST, Inc. 500,000 28,688

108,201

TOTAL UTILITIES 340,751

TOTAL COMMON STOCKS 2,736,687
(Cost $2,302,217)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
U.S. TREASURY OBLIGATIONS - 0.3%

PRINCIPAL
AMOUNT (000S)

U.S. Treasury Bills, yield at date of purchase 3.66% 1/7/99 $ 8,500 8,436
(Cost $8,442)

</TABLE>

CASH EQUIVALENTS - 2.5%

Taxable Central Cash Fund (b) 70,966,019 70,966
(Cost $70,966)

TOTAL INVESTMENT IN SECURITIES - 100% $ 2,816,089
(Cost $2,381,625)

LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $2,381,626,000. Net unrealized appreciation
aggregated $434,463,000, of which $493,202,000 related to appreciated
investment securities and $58,739,000 related to depreciated
investment securities.
The fund hereby designates approximately $191,601,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $2,381,625) - $ 2,816,089
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 31,410

RECEIVABLE FOR FUND SHARES SOLD 2,340

DIVIDENDS RECEIVABLE 2,634

INTEREST RECEIVABLE 951

OTHER RECEIVABLES 1,123

TOTAL ASSETS 2,854,547

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 48,963

PAYABLE FOR FUND SHARES REDEEMED 2,983

ACCRUED MANAGEMENT FEE 903

OTHER PAYABLES AND ACCRUED EXPENSES 626

TOTAL LIABILITIES 53,475

NET ASSETS $ 2,801,072

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 2,062,946

UNDISTRIBUTED NET INVESTMENT INCOME 29,680

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 273,982
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 434,464

NET ASSETS, FOR 101,440 SHARES OUTSTANDING $ 2,801,072

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $27.61
PER SHARE ($2,801,072 (DIVIDED BY) 101,440 SHARES)

</TABLE>

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME $ 35,546
DIVIDENDS

INTEREST 14,123

TOTAL INCOME 49,669

EXPENSES

MANAGEMENT FEE $ 16,847
BASIC FEE

PERFORMANCE ADJUSTMENT (4,440)

TRANSFER AGENT FEES 5,592

ACCOUNTING FEES AND EXPENSES 808

NON-INTERESTED TRUSTEES' COMPENSATION 15

CUSTODIAN FEES AND EXPENSES 32

REGISTRATION FEES 188

AUDIT 42

LEGAL 17

MISCELLANEOUS 20

TOTAL EXPENSES BEFORE REDUCTIONS 19,121

EXPENSE REDUCTIONS (879) 18,242

NET INVESTMENT INCOME 31,427

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

INVESTMENT SECURITIES 277,315

FOREIGN CURRENCY TRANSACTIONS 7

FUTURES CONTRACTS (1,942) 275,380

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON 11,152
INVESTMENT SECURITIES

NET GAIN (LOSS) 286,532

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 317,959
FROM OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1998 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 31,427 $ 28,263
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 275,380 346,984

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 11,152 206,458

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 317,959 581,705
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (21,463) (20,855)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (283,354) (135,102)

TOTAL DISTRIBUTIONS (304,817) (155,957)

SHARE TRANSACTIONS 1,204,102 746,996
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 297,889 152,306

COST OF SHARES REDEEMED (1,072,145) (1,113,454)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 429,846 (214,152)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 442,988 211,596

NET ASSETS

BEGINNING OF PERIOD 2,358,084 2,146,488

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 2,801,072 $ 2,358,084
INCOME OF $29,680 AND $24,174, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 43,592 29,857

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 11,427 6,907

REDEEMED (38,633) (45,559)

NET INCREASE (DECREASE) 16,386 (8,795)

</TABLE>

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

1998 1997 1996 1995 1994
SELECTED PER-SHARE DATA

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

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME .31 B .32 B .26 .30 .21

NET REALIZED AND UNREALIZED 3.13 6.25 2.10 4.57 .50
GAIN (LOSS)

TOTAL FROM INVESTMENT OPERATIONS 3.44 6.57 2.36 4.87 .71

LESS DISTRIBUTIONS

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

FROM NET REALIZED GAIN (3.30) (1.49) (2.23) (.52) (1.04)

TOTAL DISTRIBUTIONS (3.55) (1.72) (2.53) (.77) (1.25)

NET ASSET VALUE, END OF PERIOD $ 27.61 $ 27.72 $ 22.87 $ 23.04 $ 18.94

TOTAL RETURN A 13.17% 30.66% 11.31% 26.98% 4.01%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 2,801 $ 2,358 $ 2,146 $ 2,088 $ 1,082
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .67% .69% .81% .96% 1.07%
NET ASSETS

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

RATIO OF NET INVESTMENT INCOME TO 1.10% 1.28% 1.22% 1.81% 1.43%
AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 125% 127% 297% 221% 139%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Disciplined Equity Fund (the fund) is a fund of Fidelity
Capital Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. The financial statements
have been prepared in conformity with generally accepted accounting
principles which require management to make certain estimates and
assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities for which exchange
quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value as determined in
good faith under consistently applied procedures under the general
supervision of the Board of Trustees. Short-term securities with
remaining maturities of sixty days or less for which quotations are
not readily available are valued at amortized cost or original cost
plus accrued interest, both of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts , disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
the fair market value of the securities received. Interest income is
accrued as earned. Investment income is recorded net of foreign taxes
withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, futures transactions, foreign
currency transactions, passive foreign investment companies (PFIC),
market discount, non-taxable dividends, and losses deferred due to
wash sales. The fund also utilized earnings and profits distributed to
shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market and to fluctuations in currency values.
Buying futures tends to increase the fund's exposure to the underlying
instrument, while selling futures tends to decrease the fund's
exposure to the underlying instrument or hedge other fund investments.
Losses may arise from changes in the value of the underlying
instruments or if the counterparties do not perform under the
contracts' terms. Gains (losses) are realized upon the expiration or
closing of the futures contracts. Futures contracts are valued at the
settlement price established each day by the board of trade or
exchange on which they are traded.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $3,389,662,000 and $3,246,134,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $1,517,304,000 and $1,515,362,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .43% of average net
assets after the performance adjustment.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .20% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $458,000 for the
period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $816,000 under this arrangement.
In addition, the fund has entered into an arrangement with its
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's transfer agent fees were reduced by $63,000
under this arrangement.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of
Fidelity Disciplined Equity Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Disciplined Equity Fund (a fund of Fidelity Capital Trust) at
October 31, 1998, and the results of its operations, the changes in
its net assets and the financial highlights for the periods indicated,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fidelity
Disciplined Equity Fund's management; our responsibility is to express
an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at October
31, 1998 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 10, 1998

DISTRIBUTIONS

The Board of Trustees of Fidelity Disciplined Equity Fund voted to pay
to shareholders of record at the opening of business on record date,
the following distributions derived from capital gains realized from
sales of portfolio securities, and dividends derived from net
investment income:

PAY DATE 12/8/97 12/7/98

RECORD DATE 12/5/97 12/4/98

DIVIDENDS $.25 $.22

SHORT-TERM
CAPITAL GAINS $2.05 $.12

LONG-TERM
CAPITAL GAINS $1.25 $1.70

LONG-TERM
CAPITAL GAIN PERCENTAGES:
28% rate 70.39% -
20% rate 29.61% 100%

A total of .47% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.

A total of 19% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentages for use in preparing 1998 income tax returns.

MANAGING YOUR INVESTMENTS

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

TO WRITE FIDELITY

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Robert A. Lawrence, Vice President
Bradford F. Lewis, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES

FDE-ANN-1298 66955
1.538372.101

CUSTODIAN
State Street Bank and Trust
North Quincy, MA
FIDELITY'S GROWTH FUNDS
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Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
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New Millennium(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
TechnoQuantSM Growth Fund
Trend Fund
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THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress (registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

(FIDLEITY_LOGO_GRAPHIC) (REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(2_FIDELITY_LOGOS)

FIDELITY
STOCK SELECTOR

ANNUAL REPORT
OCTOBER 31, 1998

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing strategies.

PERFORMANCE 4 How the fund has done over time.

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

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

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

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

NOTES 24 Notes to the financial statements.

REPORT OF INDEPENDENT 28 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 29

PRESIDENT'S MESSAGE

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY STOCK SELECTOR 4.40% 106.46% 343.74%

S&P 500 (registered trademark) 21.99% 162.65% 341.39%

Growth Funds Average 9.61% 110.42% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on September 28, 1990. For example, if you had
invested $1,000 in a fund that had a 5% return over the past year, the
value of your investment would be $1,050. You can compare the fund's
returns to the performance of the Standard & Poor's 500 Index - a
widely recognized, unmanaged index of common stocks. To measure how
the fund's performance stacked up against its peers, you can compare
it to the growth funds average, which reflects the performance of
mutual funds with similar objectives tracked by Lipper Analytical
Services, Inc. The past one year average represents a peer group of
945 mutual funds. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY STOCK SELECTOR 4.40% 15.60% 20.24%

S&P 500 21.99% 21.33% 20.16%

Growth Funds Average 9.61% 15.66% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)

$10,000 OVER LIFE OF FUND
Stock Selector S&P 500
00320 SP001
1990/09/28 10000.00 10000.00
1990/10/31 9800.00 9957.00
1990/11/30 10660.00 10600.22
1990/12/31 11150.69 10895.97
1991/01/31 12313.89 11371.03
1991/02/28 13376.82 12184.06
1991/03/31 13948.39 12478.92
1991/04/30 14179.02 12508.87
1991/05/31 14800.74 13049.25
1991/06/30 13988.50 12451.59
1991/07/31 14640.29 13031.84
1991/08/31 14921.07 13340.69
1991/09/30 14870.93 13117.90
1991/10/31 15231.92 13293.68
1991/11/30 14670.38 12757.95
1991/12/31 16273.85 14217.46
1992/01/31 16763.21 13953.01
1992/02/29 17408.75 14134.40
1992/03/31 17065.16 13858.78
1992/04/30 16940.21 14266.23
1992/05/31 17002.68 14336.13
1992/06/30 16721.56 14122.52
1992/07/31 17398.34 14700.13
1992/08/31 16940.21 14398.78
1992/09/30 17127.63 14568.69
1992/10/31 17460.81 14619.68
1992/11/30 18210.47 15118.21
1992/12/31 18783.92 15304.16
1993/01/31 19306.58 15432.72
1993/02/28 19263.92 15642.60
1993/03/31 19957.25 15972.66
1993/04/30 19338.58 15586.12
1993/05/31 19882.58 16003.83
1993/06/30 20277.25 16050.24
1993/07/31 20234.58 15986.04
1993/08/31 21119.91 16591.91
1993/09/30 21706.57 16464.15
1993/10/31 21493.24 16804.96
1993/11/30 20767.91 16645.32
1993/12/31 21408.36 16846.72
1994/01/31 22447.38 17419.51
1994/02/28 22344.62 16947.44
1994/03/31 21339.85 16208.54
1994/04/30 21945.00 16416.00
1994/05/31 21750.89 16685.23
1994/06/30 21088.66 16276.44
1994/07/31 21408.36 16810.31
1994/08/31 22607.23 17499.53
1994/09/30 21785.15 17070.79
1994/10/31 22207.60 17454.88
1994/11/30 21134.33 16819.18
1994/12/31 21574.27 17068.60
1995/01/31 20851.51 17511.19
1995/02/28 22176.56 18193.60
1995/03/31 22995.69 18730.50
1995/04/30 23814.81 19282.11
1995/05/31 24212.33 20052.82
1995/06/30 26091.49 20518.64
1995/07/31 28091.12 21199.04
1995/08/31 28295.90 21252.25
1995/09/30 29645.04 22149.10
1995/10/31 29211.39 22070.02
1995/11/30 30006.42 23038.90
1995/12/31 29442.18 23482.63
1996/01/31 29813.69 24281.98
1996/02/29 30211.73 24507.07
1996/03/31 30463.83 24743.07
1996/04/30 31472.21 25107.79
1996/05/31 31949.87 25755.32
1996/06/30 31445.68 25853.44
1996/07/31 30092.32 24711.24
1996/08/31 30662.85 25232.40
1996/09/30 32321.38 26652.48
1996/10/31 33157.28 27387.55
1996/11/30 35174.05 29457.78
1996/12/31 34481.90 28874.22
1997/01/31 36303.59 30678.28
1997/02/28 35942.14 30918.80
1997/03/31 34684.31 29648.35
1997/04/30 35985.52 31418.35
1997/05/31 38067.44 33331.10
1997/06/30 39961.42 34824.33
1997/07/31 43344.55 37595.31
1997/08/31 41363.82 35489.22
1997/09/30 44313.22 37432.96
1997/10/31 42505.99 36182.70
1997/11/30 43648.16 37857.60
1997/12/31 44439.65 38507.61
1998/01/31 44308.61 38933.51
1998/02/28 47453.62 41741.39
1998/03/31 50418.45 43878.97
1998/04/30 51073.66 44320.39
1998/05/31 49517.53 43558.52
1998/06/30 50631.39 45327.87
1998/07/31 49026.13 44845.13
1998/08/31 40704.95 38361.42
1998/09/30 42572.30 40818.85
1998/10/30 44374.13 44139.06
IMATRL PRASUN SHR__CHT 19981031 19981109 110240 R00000000000100

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Stock Selector on September 28, 1990, when the
fund started. As the chart shows, by October 31, 1998, the value of
the investment would have grown to $44,374 - a 343.74% increase on the
initial investment. For comparison, look at how the Standard & Poor's
500 Index did over the same period. With dividends and capital gains,
if any, reinvested, the same $10,000 would have grown to $44,139 - a
341.39% increase.

FUND TALK: THE MANAGER'S OVERVIEW

BRAD LEWIS ON
FUTURES CONTRACTS:
"Please note that the fund did not
hold any futures contracts at the
end of the period. Futures based
on the S&P 500 - or contracts to
buy that index at a future date -
have frequently been held in the
portfolio to handle shareholder
redemptions. In the past few years,
I had to aggressively sell stocks to
meet shareholder redemptions -
causing adverse consequences to
the fund's share price and net
asset value. On two occasions,
these redemptions occurred after
some industry newsletters
recommended aggressive trading
in my funds. Subsequently, I held
more cash and futures in the
portfolio for redemption purposes.
Futures are extremely liquid
because large dollar quantities can
be sold quickly at a relatively low
cost.
"Over the past several years, I have
discouraged the newsletter crowd
from covering the portfolios I
manage and shareholder volatility
has indeed abated. The
July-September bear market was
an excellent test of shareholder
staying power and, fortunately,
redemptions were only modest. At
best, futures contracts can only
mimic the returns of the
benchmark, so they are destined to
underperform the market after
accounting for fund expenses.
Hence, given the stable
shareholder base, I have returned
to managing a portfolio invested
primarily in common stocks and
free of S&P 500 futures."

FUND FACTS
GOAL: to increase the value of
the fund's shares by normally
investing at least 65% of the
fund's total assets in domestic
and foreign issuers using
quantitative and fundamental
research
FUND NUMBER: 320
TRADING SYMBOL: FDSSX
START DATE: September 28, 1990
SIZE: as of October 31, 1998,
more than $1.6 billion
MANAGER: Bradford Lewis,
since 1990; manager, Fidelity
Disciplined Equity Fund, since
1988; Fidelity Small Cap
Selector Fund, since 1993;
joined Fidelity in 1985
(checkmark)

INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

AT&T Corp. 4.6 1.4

Microsoft Corp. 3.3 1.6

Schering-Plough Corp. 3.2 0.0

Dayton Hudson Corp. 2.2 1.8

Apple Computer, Inc. 2.0 0.0

Compuware Corp. 1.9 0.0

Lucent Technologies, Inc. 1.7 1.8

Pfizer, Inc. 1.7 1.4

Comerica, Inc. 1.5 0.9

Best Buy Co., Inc. 1.5 0.5

<TABLE>
<CAPTION>
<S> <C> <C>
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

FINANCE 17.3 16.7

TECHNOLOGY 14.9 10.7

HEALTH 13.5 3.7

UTILITIES 12.6 7.0

RETAIL & WHOLESALE 9.8 9.0

</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)

AS OF OCTOBER 31, 1998 * AS OF APRIL 30, 1998 **
ROW: 1, COL: 1, VALUE: 98.5
ROW: 1, COL: 2, VALUE: 1.5
STOCKS AND CLOSED-
END INVESTMENT
COMPANIES 92.3%
SHORT-TERM
INVESTMENTS 7.7%
*FOREIGN
INVESTMENTS 5.7%
STOCKS AND CLOSED-
END INVESTMENT
COMPANIES 98.5%
SHORT-TERM
INVESTMENTS 1.5%
**FOREIGN
INVESTMENTS 6.0%
ROW: 1, COL: 1, VALUE: 92.3
ROW: 1, COL: 2, VALUE: 7.7

INVESTMENTS OCTOBER 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 94.5%

SHARES VALUE (NOTE 1)
(000S)

AEROSPACE & DEFENSE - 1.8%

Advanced Aerodynamics & Structures, Inc. Class A (a) 150,000 $ 413

Cordant Technologies, Inc. 267,400 10,880

United Technologies Corp. 174,000 16,574

27,867

DEFENSE ELECTRONICS - 0.0%

Raytheon Co. Class A 10,841 607

TOTAL AEROSPACE & DEFENSE 28,474

BASIC INDUSTRIES - 0.8%

CHEMICALS & PLASTICS - 0.2%

Solutia, Inc. 150,000 3,291

METALS & MINING - 0.5%

Aluminum Co. of America 66,004 5,231

Superior Telecom, Inc. 53,125 2,284

7,515

PAPER & FOREST PRODUCTS - 0.1%

Pentair, Inc. 65,000 2,446

TOTAL BASIC INDUSTRIES 13,252

CONSTRUCTION & REAL ESTATE - 1.9%

BUILDING MATERIALS - 0.9%

Lone Star Industries, Inc. 30,000 2,113

Southdown, Inc. 22,600 1,230

USG Corp. 179,000 8,536

Vulcan Materials Co. 20,000 2,373

14,252

CONSTRUCTION - 0.6%

Centex Corp. 97,800 3,276

Fleetwood Enterprises, Inc. 200,000 6,450

9,726

REAL ESTATE INVESTMENT TRUSTS - 0.4%

Duke Realty Investments, Inc. 160,000 3,820

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

CONSTRUCTION & REAL ESTATE - CONTINUED

REAL ESTATE INVESTMENT TRUSTS - CONTINUED

General Growth Properties, Inc. 45,000 $ 1,600

ProLogis Trust 60,000 1,309

6,729

TOTAL CONSTRUCTION & REAL ESTATE 30,707

DURABLES - 4.1%

AUTOS, TIRES, & ACCESSORIES - 1.1%

Navistar International Corp. (a) 88,800 1,854

PACCAR, Inc. 300,700 13,118

Toyota Motor Corp. 150,000 3,616

18,588

CONSUMER ELECTRONICS - 0.9%

Maytag Corp. 242,400 11,984

Whirlpool Corp. 39,700 2,035

14,019

HOME FURNISHINGS - 0.2%

Knoll, Inc. (a) 123,000 3,321

TEXTILES & APPAREL - 1.9%

Jones Apparel Group, Inc. (a) 478,000 8,246

Mohawk Industries, Inc. (a) 141,000 4,256

Shaw Industries, Inc. 371,000 6,446

VF Corp. 261,000 10,913

29,861

TOTAL DURABLES 65,789

ENERGY - 3.4%

OIL & GAS - 3.4%

Chevron Corp. 231,000 18,827

Coastal Corp. (The) 250,000 8,813

Exxon Corp. 264,000 18,810

Mobil Corp. 77,000 5,828

Shell Transport & Trading Co. PLC (Reg.) 300,000 1,837

54,115

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

FINANCE - 17.3%

BANKS - 5.2%

AmSouth Bancorp. 222,000 $ 8,894

Capital One Financial Corp. 120,100 12,220

Comerica, Inc. 379,200 24,458

Commerce Bancshares, Inc. 43,375 1,890

M&T Bank Corp. 4,699 2,342

National City Corp. 78,480 5,047

SunTrust Banks, Inc. 309,200 21,547

Unicredito Italiano Spa 300,000 1,618

Wells Fargo & Co. 13,000 4,810

82,826

CREDIT & OTHER FINANCE - 2.4%

Countrywide Credit Industries, Inc. 425,790 18,389

Equitable Companies (The), Inc. 3,200 157

Fleet Financial Group, Inc. 510,000 20,368

38,914

FEDERAL SPONSORED CREDIT - 2.8%

Fannie Mae 313,000 22,164

Freddie Mac 389,000 22,368

44,532

INSURANCE - 5.9%

Allstate Corp. 350,000 15,072

AMBAC, Inc. 104,000 6,052

American International Group, Inc. 224,000 19,096

Annuity & Life Re Holdings Ltd. (a) 1,900 44

CMAC Investments Corp. 81,100 3,396

Conseco, Inc. 278,900 9,674

Everest Reinsurance Holdings, Inc. 103,200 3,554

Fremont General Corp. 56,200 2,775

Life RE Corp. 25,000 2,333

Old Republic International Corp. 335,500 6,375

SunAmerica, Inc. 273,500 19,282

Transatlantic Holdings, Inc. 43,500 3,393

Travelers Property Casualty Corp. Class A 117,700 3,612

94,658

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

FINANCE - CONTINUED

SAVINGS & LOANS - 0.7%

Dime Bancorp, Inc. 306,300 $ 7,294

Golden State Bancorp, Inc. 181,200 3,477

10,771

SECURITIES INDUSTRY - 0.3%

PaineWebber Group, Inc. 120,000 4,013

TOTAL FINANCE 275,714

HEALTH - 13.5%

DRUGS & PHARMACEUTICALS - 9.7%

American Home Products Corp. 438,000 21,353

Lilly (Eli) & Co. 268,000 21,691

Novartis AG (Reg.) 3,633 6,558

Pfizer, Inc. 253,600 27,214

Schering-Plough Corp. 500,000 51,438

Takeda Chemical Industries Ltd. 100,000 3,263

Warner-Lambert Co. 286,000 22,415

153,932

MEDICAL EQUIPMENT & SUPPLIES - 1.7%

Abbott Laboratories 127,000 5,961

Guidant Corp. 244,100 18,674

VISX, Inc. (a) 60,000 3,008

27,643

MEDICAL FACILITIES MANAGEMENT - 2.1%

Integrated Health Services, Inc. 118,500 1,918

Lincare Holdings, Inc. (a) 144,000 5,751

PacifiCare Health Systems, Inc. Class B (a) 260,000 20,475

Trigon Healthcare, Inc. (a) 150,000 5,625

33,769

TOTAL HEALTH 215,344

HOLDING COMPANIES - 0.1%

PartnerRe Ltd. 30,000 1,193

INDUSTRIAL MACHINERY & EQUIPMENT - 3.7%

ELECTRICAL EQUIPMENT - 1.3%

General Instrument Corp. (a) 787,400 20,226

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED

INDUSTRIAL MACHINERY & EQUIPMENT - 2.2%

Ingersoll-Rand Co. 266,100 $ 13,438

Tyco International Ltd. 353,000 21,864

35,302

POLLUTION CONTROL - 0.2%

Ogden Corp. 124,900 3,357

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 58,885

MEDIA & LEISURE - 1.5%

LEISURE DURABLES & TOYS - 0.2%

Champion Enterprises, Inc. (a) 184,500 3,667

PUBLISHING - 0.4%

Harte Hanks Communications, Inc. 88,000 2,140

Hollinger International, Inc. Class A 150,000 1,950

World Color Press, Inc. (a) 68,000 2,066

6,156

RESTAURANTS - 0.9%

CKE Restaurants, Inc. 269,000 7,078

Darden Restaurants, Inc. 225,000 3,713

Foodmaker, Inc. (a) 157,000 2,483

13,274

TOTAL MEDIA & LEISURE 23,097

NONDURABLES - 2.9%

BEVERAGES - 0.4%

Canandaigua Brands, Inc. Class A (a) 48,000 2,406

Coors (Adolph) Co. Class B 77,200 3,860

6,266

FOODS - 1.1%

Dole Food, Inc. 300,000 9,038

Earthgrains Co. 131,600 3,948

Interstate Bakeries Corp. 170,000 4,261

Keebler Foods Co. (a) 2,200 63

17,310

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

NONDURABLES - CONTINUED

TOBACCO - 1.4%

Philip Morris Companies, Inc. 412,000 $ 21,064

Universal Corp. 28,000 1,040

22,104

TOTAL NONDURABLES 45,680

PRECIOUS METALS - 1.6%

Barrick Gold Corp. 500,000 10,629

Battle Mountain Gold Co. 500,000 2,719

Homestake Mining Co. 800,000 9,500

Newmont Mining Corp. 153,750 3,267

26,115

RETAIL & WHOLESALE - 9.8%

APPAREL STORES - 1.9%

Footstar, Inc. (a) 70,000 1,829

Ross Stores, Inc. 250,000 8,125

TJX Companies, Inc. 1,038,800 19,672

29,626

GENERAL MERCHANDISE STORES - 3.7%

Costco Companies, Inc. (a) 134,200 7,616

Dayton Hudson Corp. 833,800 35,332

Family Dollar Stores, Inc. 405,000 7,341

Wal-Mart Stores, Inc. 139,300 9,612

59,901

RETAIL & WHOLESALE, MISCELLANEOUS - 4.2%

Best Buy Co., Inc. (a) 488,000 23,424

Office Depot, Inc. (a) 857,500 21,438

Tandy Corp. 434,400 21,530

Zale Corp. (a) 49,200 1,165

67,557

TOTAL RETAIL & WHOLESALE 157,084

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

SERVICES - 1.5%

ADVERTISING - 0.2%

ADVO, Inc. (a) 30,000 $ 763

WPP Group PLC 400,000 1,989

2,752

LEASING & RENTAL - 0.1%

Budget Group, Inc. Class A (a) 143,000 2,565

PRINTING - 0.5%

United Stationers, Inc. (a) 48,000 1,272

Valassis Communications, Inc. (a) 175,900 7,014

8,286

SERVICES - 0.7%

ACNielsen Corp. (a) 129,900 3,475

Catalina Marketing Corp. (a) 75,000 3,577

Interim Services, Inc. (a) 179,700 3,819

10,871

TOTAL SERVICES 24,474

TECHNOLOGY - 14.9%

COMMUNICATIONS EQUIPMENT - 1.7%

Lucent Technologies, Inc. 343,000 27,504

COMPUTER SERVICES & SOFTWARE - 5.6%

Compuware Corp. (a) 540,500 29,288

Microsoft Corp. (a) 500,000 52,938

Sterling Software, Inc. (a) 247,600 6,484

88,710

COMPUTERS & OFFICE EQUIPMENT - 6.9%

Apple Computer, Inc. (a) 862,000 32,002

CDW Computer Centers, Inc. (a) 85,000 6,370

Comdisco, Inc. 189,000 2,918

International Business Machines Corp. 146,000 21,672

Lexmark International Group, Inc. (a) 235,900 16,498

Sun Microsystems, Inc. (a) 395,000 23,009

Symbol Technologies, Inc. 169,100 7,567

110,036

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - 0.7%

Storage Technology Corp. (a) 362,000 $ 12,104

TOTAL TECHNOLOGY 238,354

TRANSPORTATION - 3.1%

AIR TRANSPORTATION - 2.8%

AMR Corp. (a) 291,000 19,497

ASA Holdings, Inc. 70,000 2,511

Comair Holdings, Inc. 75,000 2,466

Southwest Airlines Co. 385,500 8,168

UAL Corp. (a) 179,400 11,650

44,292

RAILROADS - 0.3%

Bombardier, Inc. Class B 40,000 473

Trinity Industries, Inc. 100,000 3,713

4,186

TRUCKING & FREIGHT - 0.0%

Expeditors International of Washington, Inc. 10,000 339

TOTAL TRANSPORTATION 48,817

UTILITIES - 12.6%

CELLULAR - 0.5%

Century Telephone Enterprises, Inc. 131,250 7,457

ELECTRIC UTILITY - 6.1%

BEC Energy 93,300 3,703

DPL, Inc. 19,900 377

DQE, Inc. 244,800 9,654

Energy East Corp. 255,500 12,488

FirstEnergy Corp. 298,000 8,940

FPL Group, Inc. 272,800 17,067

Houston Industries, Inc. 588,200 18,271

NIPSCO Industries, Inc. 10,000 299

Pinnacle West Capital Corp. 212,100 9,293

Public Service Enterprise Group, Inc. 296,600 11,271

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

Rochester Gas & Electric Corp. 80,100 $ 2,333

Utilicorp United, Inc. 93,537 3,361

97,057

TELEPHONE SERVICES - 6.0%

Ameritech Corp. 408,000 22,007

AT&T Corp. 1,183,100 73,635

Telecom Italia Mobile Spa 150,000 873

96,515

TOTAL UTILITIES 201,029

TOTAL COMMON STOCKS 1,508,123
(Cost $1,315,467)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CLOSED-END INVESTMENT COMPANIES - 4.0%

AIM Eastern Europe Fund 101,244 588

Asia Tigers Fund, Inc. 275,000 1,684

Austria Fund, Inc. 351,000 3,488

Brazil Fund, Inc. 115,800 1,592

Central European Equity Fund, Inc. 100,000 1,306

Chile Fund, Inc. 97,000 909

Emerging Germany Fund, Inc. 150,000 2,016

Emerging Markets Infrastructure Fund, Inc. 480,000 3,330

Emerging Markets Telecommunication Fund, Inc. 250,000 2,438

First Australia Fund, Inc. 110,000 722

Five Arrows Chile Investment Trust Ltd. 1,650,000 2,475

France Growth Fund, Inc. 460,000 6,210

Growth Fund of Spain, Inc. 190,000 4,192

Italy Fund, Inc. (The) 173,900 2,348

Mexico Fund, Inc. (The) 90,000 1,013

MFS Government Markets Income Trust 1,000,000 6,750

Morgan Stanley Asia-Pacific Fund, Inc. 100,000 700

Morgan Stanley Emerging Markets Fund, Inc. 155,000 1,230

New Germany Fund, Inc. (The) 575,000 9,380

Portugal Fund, Inc. 75,000 1,430

Scudder New Asia Fund, Inc. 60,000 533

Scudder New Europe Fund, Inc. 95,000 1,781

CLOSED-END INVESTMENT COMPANIES - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

Singapore Fund, Inc. 64,000 $ 408

Southern Africa Fund, Inc. 30,600 314

Spain Fund, Inc. 200,000 3,400

Taiwan Fund, Inc. 215,000 2,997

TOTAL CLOSED-END INVESTMENT COMPANIES 63,234
(Cost $71,374)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
U.S. TREASURY OBLIGATIONS - 0.1%

PRINCIPAL
AMOUNT (000S)

U.S. Treasury Bills, yields at dates of purchase $ 2,050 2,035
3.66% to 3.86% 1/7/99
(Cost $2,035)

</TABLE>

CASH EQUIVALENTS - 1.4%

Taxable Central Cash Fund (b) 21,976,207 21,976
(Cost $21,976)

TOTAL INVESTMENT IN SECURITIES - 100% $ 1,595,368
(Cost $1,410,852)

LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $1,410,855,000. Net unrealized appreciation
aggregated $184,513,000, of which $248,308,000 related to appreciated
investment securities and $63,795,000 related to depreciated
investment securities.
The fund hereby designates approximately $170,814,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $1,410,852) - $ 1,595,368
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 22,454

RECEIVABLE FOR FUND SHARES SOLD 1,744

DIVIDENDS RECEIVABLE 1,121

INTEREST RECEIVABLE 392

OTHER RECEIVABLES 545

TOTAL ASSETS 1,621,624

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 7,535

PAYABLE FOR FUND SHARES REDEEMED 2,923

ACCRUED MANAGEMENT FEE 469

OTHER PAYABLES AND ACCRUED EXPENSES 379

TOTAL LIABILITIES 11,306

NET ASSETS $ 1,610,318

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 1,222,562

UNDISTRIBUTED NET INVESTMENT INCOME 18,591

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 184,645
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 184,520
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 59,445 SHARES OUTSTANDING $ 1,610,318

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $27.09
PER SHARE ($1,610,318 (DIVIDED BY) 59,445 SHARES)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME $ 24,092
DIVIDENDS

INTEREST 8,696

TOTAL INCOME 32,788

EXPENSES

MANAGEMENT FEE $ 11,143
BASIC FEE

PERFORMANCE ADJUSTMENT (3,097)

TRANSFER AGENT FEES 3,866

ACCOUNTING FEES AND EXPENSES 721

NON-INTERESTED TRUSTEES' COMPENSATION 9

CUSTODIAN FEES AND EXPENSES 62

REGISTRATION FEES 77

AUDIT 43

LEGAL 12

MISCELLANEOUS 11

TOTAL EXPENSES BEFORE REDUCTIONS 12,847

EXPENSE REDUCTIONS (740) 12,107

NET INVESTMENT INCOME 20,681

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

INVESTMENT SECURITIES 191,310

FOREIGN CURRENCY TRANSACTIONS 19

FUTURES CONTRACTS (4,236) 187,093

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES (113,171)

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 1 (113,170)

NET GAIN (LOSS) 73,923

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 94,604
FROM OPERATIONS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1998 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 20,681 $ 21,571
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 187,093 260,715

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) (113,170) 142,452

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 94,604 424,738
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (20,513) (14,299)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (206,346) (119,372)

TOTAL DISTRIBUTIONS (226,859) (133,671)

SHARE TRANSACTIONS 496,522 671,515
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 219,424 129,535

COST OF SHARES REDEEMED (800,401) (851,522)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (84,455) (50,472)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (216,710) 240,595

NET ASSETS

BEGINNING OF PERIOD 1,827,028 1,586,433

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 1,610,318 $ 1,827,028
INCOME OF $18,591 AND $17,175, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 17,116 25,181

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 7,994 5,401

REDEEMED (27,813) (31,905)

NET INCREASE (DECREASE) (2,703) (1,323)

</TABLE>

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

1998 1997 1996 1995 1994
SELECTED PER-SHARE DATA

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

INCOME FROM
INVESTMENT OPERATIONS

NET INVESTMENT INCOME .32 B .33 B .24 .19 .16

NET REALIZED AND 1.02 6.23 2.78 5.57 .44
UNREALIZED GAIN (LOSS)

TOTAL FROM INVESTMENT OPERATIONS 1.34 6.56 3.02 5.76 .60

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.33) (.23) (.20) (.15) (.28)

FROM NET REALIZED GAIN (3.32) (1.92) (2.08) (.81) (1.02)

TOTAL DISTRIBUTIONS (3.65) (2.15) (2.28) (.96) (1.30)

NET ASSET VALUE, END OF PERIOD $ 27.09 $ 29.40 $ 24.99 $ 24.25 $ 19.45

TOTAL RETURN A 4.40% 28.20% 13.51% 31.54% 3.32%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 1,610 $ 1,827 $ 1,586 $ 1,135 $ 812
(IN MILLIONS)

RATIO OF EXPENSES TO .68% .74% .89% 1.03% 1.12%
AVERAGE NET ASSETS

RATIO OF EXPENSES TO AVERAGE .64% C .69% C .84% C 1.00% C 1.09% C
NET ASSETS AFTER EXPENSE
REDUCTIONS

RATIO OF NET INVESTMENT INCOME 1.10% 1.24% 1.07% .99% 1.01%
TO AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 122% 117% 247% 220% 187%

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Stock Selector (the fund) is a fund of Fidelity Capital Trust
(the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company organized as a
Massachusetts business trust. The financial statements have been
prepared in conformity with generally accepted accounting principles
which require management to make certain estimates and assumptions at
the date of the financial statements. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities for which exchange
quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value as determined in
good faith under consistently applied procedures under the general
supervision of the Board of Trustees. Short-term securities with
remaining maturities of sixty days or less for which quotations are
not readily available are valued at amortized cost or original cost
plus accrued interest, both of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, futures transactions, foreign
currency transactions, passive foreign investment companies (PFIC),
market discount and non-taxable dividends. The fund also utilized
earnings and profits distributed to shareholders on redemption of
shares as a part of the dividends paid deduction for income tax
purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
2. OPERATING POLICIES - CONTINUED
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market. Buying futures tends to increase the
fund's exposure to the underlying instrument, while selling futures
tends to decrease the fund's exposure to the underlying instrument or
hedge other fund investments. Losses may arise from changes in the
value of the underlying instruments or if the counterparties do not
perform under the contracts' terms. Gains (losses) are realized upon
the expiration or closing of the futures contracts. Futures contracts
are valued at the settlement price established each day by the board
of trade or exchange on which they are traded.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,081,949,000 and $2,301,129,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $996,466,000 and $992,230,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
equivalent to an annual rate of .43% of average net assets after the
performance adjustment.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .21% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $321,000 for the
period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $712,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $3,000 and $25,000, respectively, under these arrangements.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of
Fidelity Stock Selector:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Stock Selector (a fund of Fidelity Capital Trust) at October
31, 1998, and the results of its operations, the changes in its net
assets and the financial highlights for the periods indicated, in
conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fidelity
Stock Selector's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at October
31, 1998 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 10, 1998

DISTRIBUTIONS

The Board of Trustees of Fidelity Stock Selector voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:

PAY DATE 12/8/97 12/7/98
RECORD DATE 12/5/97 12/4/98
DIVIDENDS $.33 $.30
SHORT-TERM
CAPITAL GAINS $1.74 -
LONG-TERM
CAPITAL GAINS $1.58 $1.93
LONG-TERM
CAPITAL GAIN PERCENTAGES:
28% rate 58.62% -
20% rate 41.38% 100%

A total of .73% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.
A total of 22% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentages for use in preparing 1998 income tax returns.

MANAGING YOUR INVESTMENTS

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Robert A. Lawrence, Vice President
Bradford F. Lewis, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES

FSS-ANN-1298 67008
1.538295.101

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Contrafund II
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational Fund
Fidelity Fifty SM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
TechnoQuantSM Growth Fund
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress (registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

(FIDELITY_LOGO_GRAPHIC) (REGISTERED TRADEMARK)

Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(2_FIDELITY_LOGOS)

FIDELITY
TECHNOQUANTSM GROWTH
FUND

ANNUAL REPORT
OCTOBER 31, 1998

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing strategies.

PERFORMANCE 4 How the fund has done over time.

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

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

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

FINANCIAL STATEMENTS 15 Statements of assets and liabilities,
operations, and changes in net assets,
as well as financial highlights.

NOTES 19 Notes to the financial statements.

REPORT OF INDEPENDENT 23 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 24

PRESIDENT'S MESSAGE

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 LIFE OF
YEAR FUND

FIDELITY TECHNOQUANT GROWTH 0.45% 26.77%

FIDELITY TECHNOQUANT GROWTH (INCL. 3.00% SALES CHARGE) -2.56% 22.97%

S&P 500 (registered trademark) 21.99% 55.67%

Capital Appreciation Funds Average 0.86% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year or since the fund
started on November 12, 1996. For example, if you had invested $1,000
in a fund that had a 5% return over the past year, the value of your
investment would be $1,050. You can compare the fund's returns to the
performance of the Standard & Poor's 500 Index - a widely recognized,
unmanaged index of common stocks. To measure how the fund's
performance stacked up against its peers, you can compare it to the
capital appreciation funds average, which reflects the performance of
mutual funds with similar objectives tracked by Lipper Analytical
Services, Inc. The past one year average represents a peer group of
240 mutual funds. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 LIFE OF
YEAR FUND

FIDELITY TECHNOQUANT GROWTH 0.45% 12.82%

FIDELITY TECHNOQUANT GROWTH (INCL. 3.00% SALES CHARGE) -2.56% 11.08%

S&P 500 21.99% 25.23%

Capital Appreciation Funds Average 0.86% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)

$10,000 OVER LIFE OF FUND
TechnoQuant Growth S&P 500
00333 SP001
1996/11/12 9700.00 10000.00
1996/11/30 9932.80 10389.23
1996/12/31 10020.10 10183.42
1997/01/31 10640.90 10819.68
1997/02/28 9923.10 10904.51
1997/03/31 9428.40 10456.44
1997/04/30 9554.50 11080.69
1997/05/31 10408.10 11755.28
1997/06/30 10922.20 12281.92
1997/07/31 12037.70 13259.19
1997/08/31 12095.90 12516.41
1997/09/30 12852.50 13201.94
1997/10/31 12241.40 12760.99
1997/11/30 11998.90 13351.70
1997/12/31 11816.38 13580.95
1998/01/31 11642.61 13731.15
1998/02/28 12593.23 14721.44
1998/03/31 13247.43 15475.33
1998/04/30 13196.32 15631.01
1998/05/31 12552.35 15362.31
1998/06/30 12726.12 15986.33
1998/07/31 12603.46 15816.08
1998/08/31 10957.75 13529.39
1998/09/30 11714.16 14396.08
1998/10/30 12296.80 15567.06
IMATRL PRASUN SHR__CHT 19981031 19981125 110218 R00000000000027

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity TechnoQuant Growth Fund on November 12, 1996,
when the fund started and the current 3.00% sales charge was paid. As
the chart shows, by October 31, 1998, the value of the investment
would have grown to $12,297 - a 22.97% increase on the initial
investment. For comparison, look at how the Standard & Poor's 500
Index did over the same period. With dividends and capital gains, if
any, reinvested, the same $10,000 would have grown to $15,567 - a
55.67% increase.

FUND TALK: THE MANAGER'S OVERVIEW

TIM KROCHUK ON SMALL-CAP
STOCK PERFORMANCE:
"Small-cap stocks have experienced
unusual market conditions for close
to three years. In the 1960s, 1970s
and 1980s, the equal-weighted S&P
500 (which gives more weight to the
small-and mid-cap stocks)
outperformed the
market-cap-weighted S&P (which
gives more weight to large stocks)
every decade. This relationship held
true through the first half of the
1990s. Since then, however,
tremendous investor demand for a
relatively small number of the
nation's largest stocks has led the
market higher, leaving smaller cap
stocks far behind.
"Small-cap company fundamentals
have been positive, with more
attractive valuations and higher
revenue growth than many larger
companies. Conversely, large stocks'
market leadership has not been
driven entirely by fundamentals,
but also by supply and demand.
In other words, a small company
can have outstanding earnings or
products, but if there isn't any
market demand for the stock, the
price can't go up. Several events
have contributed to diminished
demand for small stocks, particularly
during the past year as shocks to
global financial systems sent
investors running for cover -
again, to the liquid, household
names of the large caps. When
concerns about the domestic and
global economies subside, investors
should be more willing to invest in
the values offered by small- and
mid-cap stocks. With a better supply
and demand dynamic, this sector
of the market should recover
nicely."

FUND FACTS
GOAL: long-term capital
appreciation by investing
primarily in common stocks,
using a quantitative approach
that emphasizes technical factors
FUND NUMBER: 333
TRADING SYMBOL: FTQGX
START DATE: November 12, 1996
SIZE: as of October 31, 1998,
more than $48 million
MANAGER: Tim Krochuk, since
inception; manager, Fidelity
Advisor TechnoQuant Growth
Fund, since 1996; quantitative
analyst, 1994-1996; equity
research associate, 1992-
1994; joined Fidelity in 1992
(checkmark)

INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

Microsoft Corp. 4.4 0.0

Lilly (Eli) & Co. 4.3 0.0

Philip Morris Companies, Inc. 4.2 0.0

Fannie Mae 4.2 1.9

Albertson's, Inc. 4.1 1.5

Amgen, Inc. 3.9 0.0

Aluminum Co. of America 3.4 0.0

Southwest Airlines Co. 3.2 1.4

Quaker Oats Co. 3.1 0.0

U.S. WEST, Inc. 2.7 0.0

<TABLE>
<CAPTION>
<S> <C> <C>
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 19.8 7.5

NONDURABLES 15.8 4.7

HEALTH 14.7 2.8

RETAIL & WHOLESALE 9.6 11.7

FINANCE 8.6 10.0

</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)

AS OF OCTOBER 31, 1998 * AS OF APRIL 30, 1998 **
ROW: 1, COL: 1, VALUE: 97.09999999999999
ROW: 1, COL: 2, VALUE: 2.9
STOCKS 97.2%
SHORT-TERM
INVESTMENTS 2.8%
*FOREIGN
INVESTMENTS 3.4%
STOCKS 97.1%
SHORT-TERM
INVESTMENTS 2.9%
**FOREIGN
INVESTMENTS 2.0%
ROW: 1, COL: 1, VALUE: 97.2
ROW: 1, COL: 2, VALUE: 2.8

INVESTMENTS OCTOBER 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 97.1%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.6%

Advanced Aerodynamics & Structures, Inc. Class A (a) 99,000 $ 272,250

BASIC INDUSTRIES - 4.5%

METALS & MINING - 3.4%

Aluminum Co. of America 20,700 1,640,475

PACKAGING & CONTAINERS - 0.6%

Crown Cork & Seal Co., Inc. 9,400 299,625

PAPER & FOREST PRODUCTS - 0.5%

Stone Container Corp. (a) 25,500 243,844

TOTAL BASIC INDUSTRIES 2,183,944

CONSTRUCTION & REAL ESTATE - 0.0%

REAL ESTATE - 0.0%

ResortQuest International, Inc. (a) 300 2,644

ENERGY - 5.1%

ENERGY SERVICES - 1.1%

Tidewater, Inc. 18,100 512,456

OIL & GAS - 4.0%

Burlington Resources, Inc. 12,300 506,606

Conoco (a) 3,000 74,625

Exxon Corp. 12,800 912,000

Texaco, Inc. 7,900 468,569

1,961,800

TOTAL ENERGY 2,474,256

FINANCE - 8.6%

FEDERAL SPONSORED CREDIT - 4.7%

Fannie Mae 28,900 2,046,481

Freddie Mac 4,500 258,750

2,305,231

INSURANCE - 3.1%

Allstate Corp. 10,700 460,769

MGIC Investment Corp. 14,300 557,700

SunAmerica, Inc. 7,200 507,600

1,526,069

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

SAVINGS & LOANS - 0.8%

Dime Bancorp, Inc. 15,200 $ 361,950

TOTAL FINANCE 4,193,250

HEALTH - 14.7%

DRUGS & PHARMACEUTICALS - 10.6%

American Home Products Corp. 14,000 682,500

Amgen, Inc. (a) 24,000 1,885,500

Lilly (Eli) & Co. 26,200 2,120,558

Merck & Co., Inc. 3,500 473,375

5,161,933

MEDICAL EQUIPMENT & SUPPLIES - 4.1%

Abbott Laboratories 22,000 1,032,625

Johnson & Johnson 12,000 978,000

2,010,625

TOTAL HEALTH 7,172,558

INDUSTRIAL MACHINERY & EQUIPMENT - 1.6%

ELECTRICAL EQUIPMENT - 1.6%

General Electric Co. 9,200 805,000

MEDIA & LEISURE - 3.5%

BROADCASTING - 1.7%

Chris-Craft Industries, Inc. 7,700 343,131

MediaOne Group, Inc. 11,300 478,131

821,262

RESTAURANTS - 1.8%

Tricon Global Restaurants, Inc. (a) 20,900 909,150

TOTAL MEDIA & LEISURE 1,730,412

NONDURABLES - 15.8%

BEVERAGES - 3.2%

Anheuser-Busch Companies, Inc. 4,900 291,244

Coors (Adolph) Co. Class B 25,800 1,290,000

1,581,244

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

NONDURABLES - CONTINUED

FOODS - 6.1%

ConAgra, Inc. 16,800 $ 511,350

Heinz (H.J.) Co. 16,200 941,625

Horizon Organic Holding Corp. (a) 500 6,313

Quaker Oats Co. 25,300 1,494,281

2,953,569

HOUSEHOLD PRODUCTS - 2.3%

Clorox Co. 10,300 1,125,275

TOBACCO - 4.2%

Philip Morris Companies, Inc. 40,500 2,070,563

TOTAL NONDURABLES 7,730,651

PRECIOUS METALS - 3.8%

Barrick Gold Corp. 45,200 960,892

Battle Mountain Gold Co. 41,500 225,656

Homestake Mining Co. 55,400 657,875

1,844,423

RETAIL & WHOLESALE - 9.6%

DRUG STORES - 2.3%

Walgreen Co. 23,100 1,124,681

GENERAL MERCHANDISE STORES - 2.1%

Wal-Mart Stores, Inc. 14,900 1,028,100

GROCERY STORES - 5.2%

Albertson's, Inc. 35,700 1,983,581

Safeway, Inc. (a) 11,200 535,500

2,519,081

RETAIL & WHOLESALE, MISCELLANEOUS - 0.0%

software.net Corp. (a) 100 925

TOTAL RETAIL & WHOLESALE 4,672,787

SERVICES - 0.0%

ADVERTISING - 0.0%

Young & Rubicam, Inc. (a) 100 2,613

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - 19.8%

COMMUNICATIONS EQUIPMENT - 0.5%

Carrier Access Corp. (a) 100 $ 1,925

Jabil Circuit, Inc. (a) 5,500 254,719

256,644

COMPUTER SERVICES & SOFTWARE - 7.5%

America Online, Inc. 6,200 787,788

broadcast.com, Inc. (a) 14,600 728,175

Ebay, Inc. (a) 100 8,313

Inktomi Corp. (a) 100 8,431

International Integration, Inc. (a) 300 4,500

Microsoft Corp. (a) 20,000 2,117,500

MicroStrategy, Inc. Class A (a) 100 2,438

3,657,145

COMPUTERS & OFFICE EQUIPMENT - 7.6%

Comdisco, Inc. 54,900 847,519

Dell Computer Corp. (a) 12,600 825,300

EMC Corp. (a) 15,300 984,938

Read-Rite Corp. (a) 51,200 550,400

Seagate Technology, Inc. (a) 19,300 509,038

3,717,195

ELECTRONIC INSTRUMENTS - 1.3%

Teradyne, Inc. (a) 18,700 607,750

ELECTRONICS - 1.6%

Intel Corp. 8,900 793,769

PHOTOGRAPHIC EQUIPMENT - 1.3%

Eastman Kodak Co. 8,400 651,000

TOTAL TECHNOLOGY 9,683,503

TRANSPORTATION - 3.2%

AIR TRANSPORTATION - 3.2%

Southwest Airlines Co. 73,950 1,566,816

UTILITIES - 6.3%

TELEPHONE SERVICES - 6.3%

AT&T Corp. 13,500 840,375

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

MCI WorldCom, Inc. (a) 16,500 $ 911,625

U.S. WEST, Inc. 23,500 1,348,313

3,100,313

TOTAL COMMON STOCKS 47,435,420
(Cost $42,854,960)

</TABLE>

CASH EQUIVALENTS - 2.9%

Taxable Central Cash Fund (b) 1,428,076 1,428,076
(Cost $1,428,076)

TOTAL INVESTMENT IN SECURITIES - 100% $ 48,863,496
(Cost $44,283,036)

LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $44,454,415. Net unrealized appreciation
aggregated $4,409,081, of which $4,949,666 related to appreciated
investment securities and $540,585 related to depreciated investment
securities.
The fund hereby designates approximately $1,162,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $44,283,036) - $ 48,863,496
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 243,217

RECEIVABLE FOR FUND SHARES SOLD 6,096

DIVIDENDS RECEIVABLE 52,006

INTEREST RECEIVABLE 15,624

OTHER RECEIVABLES 17,716

TOTAL ASSETS 49,198,155

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 1,004,874

PAYABLE FOR FUND SHARES REDEEMED 136,463

ACCRUED MANAGEMENT FEE 12,042

OTHER PAYABLES AND ACCRUED EXPENSES 42,220

TOTAL LIABILITIES 1,195,599

NET ASSETS $ 48,002,556

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 40,688,884

UNDISTRIBUTED NET INVESTMENT INCOME 236,418

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 2,496,794
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 4,580,460

NET ASSETS, FOR 3,988,745 SHARES OUTSTANDING $ 48,002,556

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $12.03
PER SHARE ($48,002,556 (DIVIDED BY) 3,988,745 SHARES)

MAXIMUM OFFERING PRICE PER SHARE (100/97.00 OF $12.03) $12.40

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME $ 654,846
DIVIDENDS

INTEREST 173,481

TOTAL INCOME 828,327

EXPENSES

MANAGEMENT FEE $ 400,647
BASIC FEE

PERFORMANCE ADJUSTMENT (136,291)

TRANSFER AGENT FEES 229,002

ACCOUNTING FEES AND EXPENSES 60,486

NON-INTERESTED TRUSTEES' COMPENSATION 264

CUSTODIAN FEES AND EXPENSES 12,022

REGISTRATION FEES 24,447

AUDIT 24,180

LEGAL 304

MISCELLANEOUS 196

TOTAL EXPENSES BEFORE REDUCTIONS 615,257

EXPENSE REDUCTIONS (21,718) 593,539

NET INVESTMENT INCOME 234,788

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

INVESTMENT SECURITIES 2,431,161

FOREIGN CURRENCY TRANSACTIONS (2,762)

FUTURES CONTRACTS 162,344 2,590,743

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON (2,136,508)
INVESTMENT SECURITIES

NET GAIN (LOSS) 454,235

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 689,023
FROM OPERATIONS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED NOVEMBER 12, 1996
OCTOBER 31, (COMMENCEMENT
1998 OF OPERATIONS) TO
OCTOBER 31,
1997
INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 234,788 $ (215,446)
NET INVESTMENT INCOME (LOSS)

NET REALIZED GAIN (LOSS) 2,590,743 4,617,164

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) (2,136,508) 6,716,968

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 689,023 11,118,686
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS FROM NET REALIZED GAINS (4,205,729) -

SHARE TRANSACTIONS 13,851,808 128,663,846
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 4,175,167 -

COST OF SHARES REDEEMED (59,290,859) (47,170,280)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (41,263,884) 81,493,566
FROM SHARE TRANSACTIONS

REDEMPTION FEES 49,923 120,971

TOTAL INCREASE (DECREASE) IN NET ASSETS (44,730,667) 92,733,223

NET ASSETS

BEGINNING OF PERIOD 92,733,223 -

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 48,002,556 $ 92,733,223
INCOME OF $236,418, AND $0, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 1,156,083 11,647,888

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 368,181 -

REDEEMED (4,884,415) (4,298,992)

NET INCREASE (DECREASE) (3,360,151) 7,348,896

</TABLE>

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

1998 1997 F
SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING OF PERIOD $ 12.62 $ 10.00

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME (LOSS) D .04 (.04)

NET REALIZED AND UNREALIZED GAIN (LOSS) (.03) G 2.64

TOTAL FROM INVESTMENT OPERATIONS .01 2.60

LESS DISTRIBUTIONS

FROM NET REALIZED GAIN (.61) -

REDEMPTION FEES ADDED TO PAID IN CAPITAL .01 .02

NET ASSET VALUE, END OF PERIOD $ 12.03 $ 12.62

TOTAL RETURN B, C .45% 26.20%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 48,003 $ 92,733

RATIO OF EXPENSES TO AVERAGE NET ASSETS .91% 1.24% A

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER EXPENSE REDUCTIONS .88% E 1.24% A

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

PORTFOLIO TURNOVER RATE 334% 296% A

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
F FOR THE PERIOD NOVEMBER 12, 1996 (COMMENCEMENT OF OPERATIONS) TO
OCTOBER 31, 1997.
G THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET GAIN (LOSS) ON INVESTMENTS FOR THE PERIOD DUE TO THE
TIMING OF SALES AND REPURCHASES OF FUND SHARES IN RELATION TO
FLUCTUATING MARKET VALUES OF THE INVESTMENTS OF THE FUND.

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity TechnoQuant Growth Fund (the fund) is a fund of Fidelity
Capital Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. The financial statements
have been prepared in conformity with generally accepted accounting
principles which require management to make certain estimates and
assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities for which exchange
quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value as determined in
good faith under consistently applied procedures under the general
supervision of the Board of Trustees. Short-term securities with
remaining maturities of sixty days or less for which quotations are
not readily available are valued at amortized cost or original cost
plus accrued interest, both of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for futures transactions, non-tax dividends, currency
transactions, and losses deferred due to wash sales. The fund also
utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for
income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.
SHORT-TERM TRADING (REDEMPTION) FEES. Shares held in the fund less
than 90 days are subject to a short-term trading fee equal to .75% of
the proceeds of the redeemed shares. The fee, which is retained by the
fund, is accounted for as an addition to paid in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
2. OPERATING POLICIES - CONTINUED
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market and to fluctuations in currency values.
Buying futures tends to increase the fund's exposure to the underlying
instrument, while selling futures tends to decrease the fund's
exposure to the underlying instrument or hedge other fund investments.
Losses may arise from changes in the value of the underlying
instruments or if the counterparties do not perform under the
contracts' terms. Gains (losses) are realized upon the expiration or
closing of the futures contracts. Futures contracts are valued at the
settlement price established each day by the board of trade or
exchange on which they are traded.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $215,183,738 and $253,993,568, respectively.
The market value of futures contracts opened and closed during the
period amounted to $19,456,835 and $19,619,179, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .39% of average net
assets after the performance adjustment.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD. For the period November 12, 1996 (commencement of
operations) through December 31, 1997, Fidelity Distributors
Corporation (FDC), an affiliate of FMR and the general distributor of
the fund, voluntarily waived the sales charge (3% of the offering
price) on the sale of shares. For the period January 1, 1998 through
October 31, 1998, FDC received sales charges of $30,788 on sales of
shares of the fund, all of which was retained by FDC.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .34% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $45,011 for the
period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $18,253 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $2,777 and $688, respectively, under these arrangements.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of
Fidelity TechnoQuant Growth Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity TechnoQuant Growth Fund (a fund of Fidelity Capital Trust) at
October 31, 1998, and the results of its operations, the changes in
its net assets and the financial highlights for the periods indicated,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fidelity
TechnoQuant Growth Fund's management; our responsibility is to express
an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at October
31, 1998 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 10, 1998

DISTRIBUTIONS

The Board of Trustees of Fidelity TechnoQuant voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:

PAY DATE 12/15/97 12/7/98

RECORD DATE 12/12/97 12/4/98

DIVIDENDS $ - $.02

SHORT-TERM
CAPITAL GAINS $.61 $.07

LONG-TERM
CAPITAL GAINS $ - $.17

LONG-TERM
CAPITAL GAIN PERCENTAGES:
28% rate - -
20% rate - 100%

A total of 13% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.

MANAGING YOUR INVESTMENTS

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

TO WRITE FIDELITY

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Robert A. Lawrence, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES

TQG-ANN-1298 66950
1.538682.101

CUSTODIAN
The Chase Manhattan Bank
New York, NY
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Contrafund II
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational Fund
Fidelity FiftySM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
TechnoQuantGrowthSM Fund
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress (registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

(FIDELITY_LOGO_GRAPHIC) (REGISTERED TRADEMARK)

Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(2_FIDELITY_LOGOS)

FIDELITY
VALUE
FUND

ANNUAL REPORT
OCTOBER 31, 1998

CONTENTS

PRESIDENT'S MESSAGE 3 NED JOHNSON ON INVESTING STRATEGIES.

PERFORMANCE 4 HOW THE FUND HAS DONE OVER TIME.

FUND TALK 6 THE MANAGER'S REVIEW OF FUND
PERFORMANCE, STRATEGY AND OUTLOOK.

INVESTMENT CHANGES 9 A SUMMARY OF MAJOR SHIFTS IN THE FUND'S
INVESTMENTS OVER THE PAST SIX MONTHS.

INVESTMENTS 10 A COMPLETE LIST OF THE FUND'S INVESTMENTS
WITH THEIR MARKET VALUES.

FINANCIAL STATEMENTS 19 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 23 NOTES TO THE FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT 28 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 29

PRESIDENT'S MESSAGE

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY VALUE -1.33% 88.87% 266.86%

S&P 500 (REGISTERED TRADEMARK) 21.99% 162.65% 418.35%

CAPITAL APPRECIATION FUNDS AVERAGE 0.86% 81.75% 270.54%

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY VALUE -1.33% 13.56% 13.88%

S&P 500 21.99% 21.33% 17.88%

CAPITAL APPRECIATION FUNDS AVERAGE 0.86% 11.75% 12.83%

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)

$10,000 OVER 10 YEARS
Value S&P 500
00039 SP001
1988/10/31 10000.00 10000.00
1988/11/30 9580.57 9857.00
1988/12/31 9794.85 10029.50
1989/01/31 10180.80 10763.66
1989/02/28 9948.48 10495.64
1989/03/31 10371.90 10740.19
1989/04/30 10941.45 11297.61
1989/05/31 11293.68 11755.16
1989/06/30 11619.67 11688.15
1989/07/31 12702.58 12743.59
1989/08/31 12751.29 12993.37
1989/09/30 12511.48 12940.10
1989/10/31 11675.88 12639.89
1989/11/30 11960.66 12897.74
1989/12/31 12042.28 13207.29
1990/01/31 10953.95 12321.08
1990/02/28 11016.26 12480.02
1990/03/31 11261.34 12810.74
1990/04/30 11165.80 12490.47
1990/05/31 11888.58 13708.29
1990/06/30 11527.19 13615.08
1990/07/31 11419.19 13571.51
1990/08/31 10418.09 12344.64
1990/09/30 10031.77 11743.46
1990/10/31 9807.46 11692.96
1990/11/30 10251.93 12448.33
1990/12/31 10498.23 12795.64
1991/01/31 11055.81 13353.53
1991/02/28 11722.29 14308.30
1991/03/31 11953.17 14654.56
1991/04/30 12109.99 14689.73
1991/05/31 12785.18 15324.33
1991/06/30 12192.75 14622.48
1991/07/31 12789.54 15303.88
1991/08/31 13098.82 15666.59
1991/09/30 12998.63 15404.95
1991/10/31 13151.10 15611.38
1991/11/30 12401.85 14982.24
1991/12/31 13248.30 16696.21
1992/01/31 13796.20 16385.66
1992/02/29 14335.11 16598.67
1992/03/31 14213.86 16275.00
1992/04/30 14613.55 16753.48
1992/05/31 14761.75 16835.58
1992/06/30 14568.64 16584.73
1992/07/31 15031.21 17263.04
1992/08/31 14680.91 16909.15
1992/09/30 14941.39 17108.68
1992/10/31 15004.26 17168.56
1992/11/30 15664.43 17754.01
1992/12/31 16050.37 17972.38
1993/01/31 16490.79 18123.35
1993/02/28 16577.06 18369.83
1993/03/31 17389.79 18757.43
1993/04/30 17485.14 18303.50
1993/05/31 17848.37 18794.03
1993/06/30 17848.37 18848.54
1993/07/31 18229.77 18773.14
1993/08/31 18865.42 19484.64
1993/09/30 18856.34 19334.61
1993/10/31 19423.90 19734.84
1993/11/30 19028.88 19547.36
1993/12/31 19731.86 19783.88
1994/01/31 20756.95 20456.53
1994/02/28 20570.57 19902.16
1994/03/31 19761.29 19034.43
1994/04/30 20217.43 19278.07
1994/05/31 20511.72 19594.23
1994/06/30 20492.10 19114.17
1994/07/31 21129.72 19741.11
1994/08/31 21880.14 20550.50
1994/09/30 21561.34 20047.01
1994/10/31 21929.19 20498.07
1994/11/30 20943.34 19751.53
1994/12/31 21237.15 20044.45
1995/01/31 20992.56 20564.20
1995/02/28 21622.24 21365.58
1995/03/31 22251.91 21996.08
1995/04/30 22756.69 22643.87
1995/05/31 23261.47 23548.94
1995/06/30 23532.07 24095.98
1995/07/31 24463.57 24895.01
1995/08/31 24739.38 24957.49
1995/09/30 25566.80 26010.70
1995/10/31 25041.20 25917.84
1995/11/30 26154.84 27055.64
1995/12/31 26999.19 27576.73
1996/01/31 27728.01 28515.44
1996/02/29 27820.48 28779.78
1996/03/31 28516.67 29056.93
1996/04/30 29267.25 29485.23
1996/05/31 29664.30 30245.65
1996/06/30 29408.66 30360.89
1996/07/31 27912.94 29019.54
1996/08/31 28935.47 29631.56
1996/09/30 29675.17 31299.23
1996/10/31 29909.05 32162.46
1996/11/30 31600.58 34593.62
1996/12/31 31548.94 33908.32
1997/01/31 32228.40 36026.91
1997/02/28 32558.94 36309.36
1997/03/31 32197.79 34817.41
1997/04/30 32436.52 36896.01
1997/05/31 35019.69 39142.24
1997/06/30 36598.97 40895.81
1997/07/31 39016.87 44149.89
1997/08/31 38196.62 41676.62
1997/09/30 39861.60 43959.24
1997/10/31 37180.49 42491.01
1997/11/30 37786.50 44457.91
1997/12/31 38198.73 45221.26
1998/01/31 38142.18 45721.40
1998/02/28 41082.72 49018.83
1998/03/31 42602.47 51529.09
1998/04/30 43245.71 52047.47
1998/05/31 42220.77 51152.77
1998/06/30 41718.90 53230.60
1998/07/31 39350.91 52663.69
1998/08/31 32904.35 45049.58
1998/09/30 33349.67 47935.45
1998/10/30 36686.05 51834.52
IMATRL PRASUN SHR__CHT 19981031 19981109 115708 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Value Fund on October 31, 1988. As the chart
shows, by October 31, 1998, the value of the investment would have
grown to $36,686 - a 266.86% increase on the initial investment. For
comparison, look at how the Standard & Poor's 500 Index did over the
same period. With dividends and capital gains, if any, reinvested, the
same $10,000 would have grown to $51,835 - a 418.35% increase.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
U.S. equity markets during the
one-year period that ended October
31, 1998, can be summarized in
five words - volatility and
interest-rate cuts. During the first
half of the period, U.S. stocks
posted strong gains as the positive
state of the domestic economy
drove the Dow Jones Industrial
Average and the Standard & Poor's
500 Index to record highs by
mid-July. Despite significant
weakness later in the summer, the
S&P 500 index returned 21.99% for
the 12-month period. On the
other hand, stock prices of smaller
U.S. companies posted weak
results. The Russell 2000 - a
popular measure of
small-capitalization stock
performance - returned -11.84%
during the period. Fueled by low
interest rates, low unemployment
and minimal inflationary pressure,
larger-cap stocks continued their
advance. While turmoil in overseas
markets caused the domestic
market to stumble during August
and September, in general, many
investors viewed the relative
stability of the U.S. economy as a
safe haven against global volatility.
Late in the period, the market
received another boost in the form
of two interest-rate cuts by the
Federal Reserve Board. On the
heels of the interest-rate cuts,
investor confidence improved
based on the belief that the U.S.
could avoid an economic
downturn.
An interview with Rich Fentin, Portfolio Manager of Fidelity Value
Fund
Q. RICH, HOW DID THE FUND PERFORM?
A. For the 12 months that ended October 31, 1998, the fund declined
1.33%. For the same 12-month period, the capital appreciation funds
average tracked by Lipper Analytical Services returned 0.86% and the
Standard & Poor's 500 Index returned 21.99%.
Q. WHAT FACTORS HELD BACK THE FUND'S PERFORMANCE?
A. Most of the period proved very difficult for value stocks. For much
of the 12-month period, broad market averages like the S&P 500 were
driven by the stellar performance of a very small, select group of
blue-chip stocks. By definition, the fund could not have owned these
stocks; they were not value stocks because they were selling at high
valuation levels. As we entered the summer, continuing problems caused
by economic crises in Southeast Asia sparked a flight to quality that
was exacerbated in August when Russia defaulted on much of its
short-term debt and devalued its currency. This climate was very hard
on value stocks because the ensuing flight to quality saw investors
abandon cheap stocks with questionable near-term prospects, instead
opting for steady earnings growth stocks which were generally
overvalued. Also, the fund's turnover was too low. That is, I tended
to hold on to stocks for too long earlier in the period when the
market was trending upward, "round tripping" many stocks as they rose
in price but then declined back to their previous levels. To explain
why this happened, it's important to understand how I manage the fund
and what was happening at the time. I typically buy a stock selling at
a cheap valuation, then sell it when I think it is fairly valued. With
annual gains in the market ranging from 23% to more than 30% over the
past three calendar years, there were many instances where stocks like
this rose to well above fair valuation. In addition, even in such a
positive market environment, some of the fund's stocks had not reached
what I consider fair valuation. Unfortunately, in the market downturn,
many value stocks fell back to very inexpensive valuations despite
solid prospects. On the positive side, the fund still owns many of
these stocks and I like their future prospects.
Q. AFTER THE MARKET'S SHARP DROP, YOU MUST HAVE FOUND A NUMBER OF
VALUE OPPORTUNITIES . . .
A. Yes, I did. Many of them were in sectors that tend to be cyclical -
they move in concert with the economy. With a great deal of
uncertainty about worldwide economic growth, these kinds of stocks
fell sharply. Among them were specialty chemical and energy companies
and waste management firms. The fund's largest sector weightings are
in cyclical sectors, including basic industries at 19.3% and energy at
9.7%, as well as industrial machinery and equipment at 8.8%. Some
financials, including bank and brokerage stocks, also fell to
attractive valuations.
Q. WHICH STOCKS PERFORMED WELL? WHICH WERE DISAPPOINTMENTS FOR THE
FUND?
A. On the plus side, the fund profited from Rubbermaid and First
Brands, both of which were acquired by other companies. One of the
benefits of value investing is that companies become so cheap that
other corporations recognize them as values and purchase them to the
benefit of the acquired company's shareholders. In addition, Micron
Technology - one of the top manufacturers of DRAM memory chips for
computers - benefited from sustained demand for PCs amid tighter DRAM
supply, as well as from a positive acquisition of a part of Texas
Instruments' business. R.R. Donnelly, a printer, saw its new
management team increase returns while maintaining strong free cash
generation, reducing debt and refocusing on the company's core
business. On the negative side, Nalco Chemical, a specialty chemical
manufacturer, had difficulty maintaining its profitability at a time
when its main customers - steel, chemical and paper companies -
suffered from falling demand due to worldwide economic slowdowns.
Diminished demand from Russia and weather problems hurt Dole Food. I
continue to invest in both Nalco and Dole because they are strong
companies with solid long term prospects and large market shares in
their industries, and their stocks were selling at attractive prices
at the end of the period.
Q. WHAT'S YOUR OUTLOOK?
A. The blue-chip stocks that typically drive the performance of
indexes like the S&P 500 are still selling at rich multiples fully
reflecting their fundamentals - meaning their stock valuations fully
reflect the companies' business prospects. On the other hand, there
are many stocks of smaller companies that fell enormously in price.
Their outlook is improving, but, even if they do perform well, they
are small enough so that they won't move major indexes. Therefore,
it's quite likely we may be entering a period when the average stock
outperforms broader market averages, a good environment for value
stocks. Further, the worldwide economic recovery many expect on the
heels of declining interest rates in the U.S. and elsewhere could be
choppy and its pace uncertain. Therefore, investors should expect
overall best-case stock-market returns closer to the historical
average of around 10% instead of the 20% to 30% we've seen over the
past few years.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.

RICH FENTIN ON VALUE STOCKS
AND THE RECENT MARKET
RECOVERY:
"This year's market fall and
subsequent recovery occurred in
fairly typical fashion. We saw a peak
in the market, followed by a sharp
fall and then a brisk rebound. It was
a value investor's heaven at the
bottom of the market. Many
appealing companies were selling at
very attractive valuations, such as
one times book value, single-digit
price-to-earnings ratios (P/Es) or a
low price-to-cash flow ratio.
"Since the market's bottom in
the third quarter, value stocks -
especially among small- and
mid-capitalization companies -
have outperformed large-cap blue
chips. Once the flight to quality
played itself out, investors looked for
attractively valued opportunities
outside of the blue-chip universe,
and they found them in the
beaten-down small- and mid-cap
arena.
"One major factor that sparked the
recovery was that many central banks
around the world lowered interest
rates. By doing so, they increased
worldwide money supply and helped
increase liquidity, leading, we hope,
to a sustained worldwide economic
recovery. Historically, when money
flows around the world increase
following market declines like we
saw this year, it's a great environment
for value stocks. Thus far, the fund
has rebounded well from its bottom.
Where it goes from here depends on
how smoothly and at what pace a
worldwide economic recovery
proceeds. Monetary policy in the U.S.
and elsewhere will play a major role
in determining the results."

FUND FACTS
GOAL: seeks capital appreciation
by investing primarily in common
stocks of both domestic and
foreign issuers; the fund also
invests in companies that possess
valuable fixed assets or are
undervalued in the marketplace
FUND NUMBER: 039
TRADING SYMBOL: FDVLX
START DATE: December 1, 1978
SIZE: as of October 31, 1998,
more than $5.8 billion
MANAGER: Rich Fentin, since
1996; manager, Fidelity
Puritan Fund, 1987-1996;
Fidelity Value Fund, April
1992-December 1992;
Fidelity Growth Company
Fund, 1983-1987; joined
Fidelity in 1980
(checkmark)

INVESTMENT CHANGES

TOP TEN STOCKS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

BROWNING-FERRIS INDUSTRIES, INC. 3.7 2.5

NALCO CHEMICAL CO. 3.3 2.6

ALUMINUM CO. OF AMERICA 3.0 2.0

DONNELLEY (R.R.) & SONS CO. 2.8 2.1

AMP, INC. 2.6 2.0

DOLE FOOD, INC. 2.5 2.4

DELUXE CORP. 2.5 1.8

MICRON TECHNOLOGY, INC. 2.5 1.3

FIRST BRANDS CORP. 2.4 1.1

AMERADA HESS CORP. 2.4 1.6

<TABLE>
<CAPTION>
<S> <C> <C>
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998

% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

BASIC INDUSTRIES 19.3 19.1

TECHNOLOGY 12.6 10.4

ENERGY 9.7 9.9

INDUSTRIAL MACHINERY & EQUIPMENT 8.8 9.3

SERVICES 7.4 6.4

</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)

AS OF OCTOBER 31, 1998 * AS OF APRIL 30, 1998 **
ROW: 1, COL: 1, VALUE: 93.90000000000001
ROW: 1, COL: 2, VALUE: 0.0
ROW: 1, COL: 3, VALUE: 6.1
STOCKS 98.2%
SHORT-TERM
INVESTMENTS 1.8%
*FOREIGN
INVESTMENTS 6.4%
STOCKS 93.9%
SHORT-TERM
INVESTMENTS 6.1%
**FOREIGN
INVESTMENTS 2.7%
ROW: 1, COL: 1, VALUE: 98.0
ROW: 1, COL: 2, VALUE: 0.0
ROW: 1, COL: 3, VALUE: 2.0

INVESTMENTS OCTOBER 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 93.1%

SHARES VALUE (NOTE 1)
(000S)

AEROSPACE & DEFENSE - 2.0%

GENCORP, INC. (B) 2,178,400 $ 48,197

HARSCO CORP. 2,186,000 71,592

119,789

BASIC INDUSTRIES - 19.0%

CHEMICALS & PLASTICS - 10.9%

CABOT CORP. 3,071,600 86,197

DOW CHEMICAL CO. 21,000 1,966

DU PONT (E.I.) DE NEMOURS & CO. 247,700 14,243

FERRO CORP. (B) 2,173,800 55,432

GEON CO. 158,100 3,429

HANNA (M.A.) CO. 618,000 9,077

HERCULES, INC. 3,666,600 122,144

IMC GLOBAL, INC. 1,112,000 28,912

LAWTER INTERNATIONAL, INC. (B) 2,668,500 20,347

LYONDELL PETROCHEMICAL CO. 8,700 147

MORTON INTERNATIONAL, INC. 10,000 249

NALCO CHEMICAL CO. (B) 6,266,600 193,873

OLIN CORP. 1,101,200 30,489

RAYCHEM CORP. 116,900 3,573

UNION CARBIDE CORP. 345,200 13,290

W.R. GRACE & CO. 270,000 4,691

WITCO CORP. 2,636,200 49,594

637,653

IRON & STEEL - 2.0%

ALLEGHENY TELEDYNE, INC. 10,000 206

INLAND STEEL INDUSTRIES, INC. 653,642 11,929

NUCOR CORP. 2,305,000 104,445

STEEL DYNAMICS, INC. (A) 25,000 341

116,921

METALS & MINING - 3.4%

ALCAN ALUMINIUM LTD. 661,579 16,616

ALUMINUM CO. OF AMERICA 2,264,600 179,470

RYERSON TULL, INC. CLASS A (A)(B) 527,400 5,966

202,052

PACKAGING & CONTAINERS - 0.2%

TUPPERWARE CORP. 873,400 13,592

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

BASIC INDUSTRIES - CONTINUED

PAPER & FOREST PRODUCTS - 2.5%

ALBANY INTERNATIONAL CORP. CLASS A 178,370 $ 3,255

BOWATER, INC. 70,000 2,857

CHAMPION INTERNATIONAL CORP. 600,200 19,169

CHESAPEAKE CORP. (B) 1,171,400 40,999

FORT JAMES CORP. 1,592,662 64,204

GEORGIA-PACIFIC CORP. 305,400 15,804

146,288

TOTAL BASIC INDUSTRIES 1,116,506

CONSTRUCTION & REAL ESTATE - 5.7%

BUILDING MATERIALS - 2.1%

AMERICAN STANDARD COMPANIES, INC. (A) 3,269,100 104,407

LILLY INDUSTRIES, INC. CLASS A 100,500 1,928

OWENS-CORNING 528,900 19,206

125,541

CONSTRUCTION - 0.1%

WIMPEY GEORGE PLC 2,293,600 4,340

ENGINEERING - 3.3%

EG & G, INC. (B) 4,097,900 102,960

FLUOR CORP. 1,486,500 57,695

STONE & WEBSTER, INC. (B) 941,800 30,020

190,675

REAL ESTATE - 0.1%

FORTRESS INVESTMENT CORP. (A)(C) 250,000 4,500

REAL ESTATE INVESTMENT TRUSTS - 0.1%

REDWOOD TRUST, INC. 399,570 5,494

STARWOOD HOTELS & RESORTS TRUST 70,000 1,982

7,476

TOTAL CONSTRUCTION & REAL ESTATE 332,532

DURABLES - 5.5%

AUTOS, TIRES, & ACCESSORIES - 0.9%

EATON CORP. 69,700 4,718

FEDERAL SIGNAL CORP. 1,000 24

PEP BOYS-MANNY, MOE & JACK 442,600 6,916

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

DURABLES - CONTINUED

AUTOS, TIRES, & ACCESSORIES - CONTINUED

REPUBLIC INDUSTRIES, INC. (A) 2,548,200 $ 40,930

SNAP-ON, INC. 30,000 1,063

53,651

CONSUMER ELECTRONICS - 1.8%

WHIRLPOOL CORP. 2,050,100 105,068

HOME FURNISHINGS - 0.6%

HEILIG-MEYERS CO. (B) 4,763,500 36,619

TEXTILES & APPAREL - 2.2%

FRUIT OF THE LOOM, INC. CLASS A (A) 587,500 8,959

LIZ CLAIBORNE, INC. 147,000 4,318

NIKE, INC. CLASS B 731,900 31,975

REEBOK INTERNATIONAL LTD. (A) 1,930,400 32,093

STRIDE RITE CORP. 31,500 287

UNIFI, INC. 2,935,800 49,542

127,174

TOTAL DURABLES 322,512

ENERGY - 9.7%

ENERGY SERVICES - 0.4%

BAKER HUGHES, INC. 10,000 221

HALLIBURTON CO. 550,000 19,766

HELMERICH & PAYNE, INC. 90,000 2,143

SMITH INTERNATIONAL, INC. 95,400 3,428

25,558

OIL & GAS - 9.3%

AMERADA HESS CORP. 2,569,700 141,976

BURLINGTON RESOURCES, INC. 2,119,100 87,280

ELF AQUITAINE 350,000 40,600

ENRON OIL & GAS CO. 351,400 5,864

KERR-MCGEE CORP. 286,700 11,432

OCCIDENTAL PETROLEUM CORP. 4,053,900 80,571

PHILLIPS PETROLEUM CO. 267,000 11,548

RIO ALTO EXPLORATION LTD. (A) 90,000 980

TOSCO CORP. 892,600 25,049

TOTAL SA CLASS B 445,000 52,065

ULTRAMAR DIAMOND SHAMROCK CORP. 10,000 269

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

UNOCAL CORP. 275,077 $ 9,335

USX-MARATHON GROUP 1,084,100 35,437

VALERO ENERGY CO. 559,200 13,980

WEATHERFORD INTERNATIONAL, INC. (A) 983,674 26,744

543,130

TOTAL ENERGY 568,688

FINANCE - 0.7%

INSURANCE - 0.7%

AETNA, INC. 550,200 41,059

LOEWS CORP. 10,000 939

41,998

SECURITIES INDUSTRY - 0.0%

LEHMAN BROTHERS HOLDINGS, INC. 11,000 417

TOTAL FINANCE 42,415

HEALTH - 3.3%

MEDICAL EQUIPMENT & SUPPLIES - 1.9%

BAUSCH & LOMB, INC. 2,576,700 107,416

MILLIPORE CORP. 148,200 3,649

111,065

MEDICAL FACILITIES MANAGEMENT - 1.4%

HEALTHSOUTH CORP. (A) 130,000 1,576

QUEST DIAGNOSTICS, INC. (A) 737,700 12,264

UNITED HEALTHCARE CORP. 1,605,300 69,931

83,771

TOTAL HEALTH 194,836

INDUSTRIAL MACHINERY & EQUIPMENT - 8.8%

ELECTRICAL EQUIPMENT - 1.8%

AMETEK, INC. (B) 3,305,000 70,025

PHILIPS ELECTRONICS NV (NY SHARES) 87,800 4,818

SCIENTIFIC-ATLANTA, INC. 2,029,300 30,313

105,156

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED

INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%

HARNISCHFEGER INDUSTRIES, INC. 1,832,600 $ 17,295

UNOVA, INC. 229,800 3,318

20,613

POLLUTION CONTROL - 6.6%

ALLIED WASTE INDUSTRIES, INC. (A) 20,000 433

BROWNING-FERRIS INDUSTRIES, INC. 6,142,900 217,682

OGDEN CORP. 1,199,800 32,245

SAFETY-KLEEN CORP. (A) 600,000 1,838

WASTE MANAGEMENT, INC. 3,043,622 137,343

389,541

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 515,310

MEDIA & LEISURE - 1.9%

BROADCASTING - 0.0%

NIELSEN MEDIA RESEARCH, INC. (A) 80,000 1,135

LEISURE DURABLES & TOYS - 0.2%

BRUNSWICK CORP. 550,600 10,702

LODGING & GAMING - 0.7%

GTECH HOLDINGS CORP. (A) 658,000 15,792

HARRAH'S ENTERTAINMENT, INC. (A) 100,000 1,413

MIRAGE RESORTS, INC. (A) 1,582,300 26,800

44,005

PUBLISHING - 1.0%

BANTA CORP. (B) 2,103,000 52,312

HARCOURT GENERAL, INC. 112,200 5,463

57,775

TOTAL MEDIA & LEISURE 113,617

NONDURABLES - 5.8%

FOODS - 2.7%

CORN PRODUCTS INTERNATIONAL, INC. 260,100 7,413

DOLE FOOD, INC. (B) 4,918,100 148,158

IBP, INC. 80,000 2,165

157,736

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

NONDURABLES - CONTINUED

HOUSEHOLD PRODUCTS - 3.1%

FIRST BRANDS CORP. (B) 3,821,100 $ 144,247

PREMARK INTERNATIONAL, INC. 236,100 7,481

RUBBERMAID, INC. 996,300 33,065

184,793

TOTAL NONDURABLES 342,529

PRECIOUS METALS - 0.2%

AGNICO-EAGLE MINES LTD. 1,184,800 5,913

NEWMONT MINING CORP. 270,200 5,742

11,655

RETAIL & WHOLESALE - 6.3%

APPAREL STORES - 3.7%

ANNTAYLOR STORES CORP. (A)(B) 1,870,600 54,247

CHARMING SHOPPES, INC. (A) 647,500 2,428

FILENE'S BASEMENT CORP. (A)(B) 1,927,310 3,674

INTIMATE BRANDS, INC. CLASS A (B) 2,695,100 60,303

LIMITED, INC. (THE) 3,776,921 96,784

217,436

GENERAL MERCHANDISE STORES - 2.4%

CONSOLIDATED STORES CORP. (A) 781,250 12,842

FEDERATED DEPARTMENT STORES, INC. (A) 3,313,800 127,374

140,216

RETAIL & WHOLESALE, MISCELLANEOUS - 0.2%

BRYLANE, INC. (A) 351,100 5,661

IKON OFFICE SOLUTIONS, INC. 400,000 3,775

9,436

TOTAL RETAIL & WHOLESALE 367,088

SERVICES - 7.4%

PRINTING - 6.4%

DELUXE CORP. (B) 4,540,100 146,986

DONNELLEY (R.R.) & SONS CO. 3,802,400 163,979

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

SERVICES - CONTINUED

PRINTING - CONTINUED

HARLAND (JOHN H.) CO. (B) 2,199,700 $ 31,896

REYNOLDS & REYNOLDS CO. CLASS A 1,959,500 35,271

378,132

SERVICES - 1.0%

MANPOWER, INC. 540,300 13,035

SOTHEBY'S HOLDINGS, INC. CLASS A 1,981,100 42,841

55,876

TOTAL SERVICES 434,008

TECHNOLOGY - 12.6%

COMPUTER SERVICES & SOFTWARE - 2.1%

AUTODESK, INC. 20,000 624

ELECTRONIC DATA SYSTEMS CORP. 1,910,300 77,725

NCR CORP. (A) 91,325 3,071

WANG LABORATORIES, INC. (A) 1,845,751 39,453

120,873

COMPUTERS & OFFICE EQUIPMENT - 2.8%

APPLE COMPUTER, INC. (A) 988,700 36,705

SEAGATE TECHNOLOGY, INC. (A) 705,400 18,605

SILICON GRAPHICS, INC. (A) 110,000 1,238

UNISYS CORP. (A) 3,990,300 106,242

162,790

ELECTRONIC INSTRUMENTS - 0.4%

APPLIED MATERIALS, INC. (A) 350,000 12,141

VARIAN ASSOCIATES, INC. 352,500 13,792

25,933

ELECTRONICS - 5.5%

AMP, INC. 3,642,777 149,582

METHODE ELECTRONICS, INC. CLASS A 401,688 6,176

MICRON TECHNOLOGY, INC. (A) 3,854,400 146,467

MOTOROLA, INC. 266,600 13,863

TOKYO ELECTRON LTD. 134,000 4,372

VISHAY INTERTECHNOLOGY, INC. 169,600 2,565

323,025

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

PHOTOGRAPHIC EQUIPMENT - 1.8%

POLAROID CORP. (B) 4,028,800 $ 107,015

TOTAL TECHNOLOGY 739,636

TRANSPORTATION - 1.9%

RAILROADS - 0.7%

CSX CORP. 1,010,600 39,666

TRUCKING & FREIGHT - 1.2%

CNF TRANSPORTATION, INC. 1,416,000 42,834

LAIDLAW, INC. 2,900,000 26,972

69,806

TOTAL TRANSPORTATION 109,472

UTILITIES - 2.3%

CELLULAR - 0.3%

SKYTEL COMMUNICATIONS, INC. (A) 1,077,000 17,838

TELEPHONE SERVICES - 2.0%

COMSAT CORP. SERIES 1 399,100 15,740

MCI WORLDCOM, INC. (A) 1,870,500 103,345

119,085

TOTAL UTILITIES 136,923

TOTAL COMMON STOCKS 5,467,516
(COST $5,658,266)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CONVERTIBLE PREFERRED STOCKS - 0.8%

BASIC INDUSTRIES - 0.3%

PACKAGING & CONTAINERS - 0.3%

OWENS-ILLINOIS, INC. $2.375 400,000 16,050

ENERGY - 0.0%

OIL & GAS - 0.0%

CHESAPEAKE ENERGY CORP. $3.50 (A)(C) 79,000 1,541

CONVERTIBLE PREFERRED STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

FINANCE - 0.5%

CLOSED END INVESTMENT COMPANY - 0.3%

READERS DIGEST AUTOMATIC COMMON EXCHANGE TRUST $1.93 865,000 $ 19,463
TRACES

CREDIT & OTHER FINANCE - 0.2%

UNION PACIFIC CAPITAL TRUST $3.125 TIDES (C) 268,000 12,328

TOTAL FINANCE 31,791

TOTAL CONVERTIBLE PREFERRED STOCKS 49,382
(COST $58,192)

</TABLE>

CASH EQUIVALENTS - 6.1%

TAXABLE CENTRAL CASH FUND (D) 357,045,810 357,046
(COST $357,046)

TOTAL INVESTMENT IN SECURITIES - 100% $ 5,873,944
(COST $6,073,504)

PREFERRED STOCK ABBREVIATIONS
TIDES - Term Income Deferred Equity
Securities
TRACES - Trust Automatic Common
Exchange Securities
LEGEND
(a) Non-income producing
(b) Affiliated company (see Note 6 of Notes to Financial Statements).
(c) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $18,369,000 or 0.3% of net assets.
(d) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $6,076,194,000. Net unrealized depreciation
aggregated $202,250,000, of which $641,364,000 related to appreciated
investment securities and $843,614,000 related to depreciated
investment securities.
The fund hereby designates approximately $941,186,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) OCTOBER 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $6,073,504) - $ 5,873,944
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 34,264

RECEIVABLE FOR FUND SHARES SOLD 8,896

DIVIDENDS RECEIVABLE 4,964

INTEREST RECEIVABLE 595

OTHER RECEIVABLES 363

TOTAL ASSETS 5,923,026

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 14,231

PAYABLE FOR FUND SHARES REDEEMED 14,086

ACCRUED MANAGEMENT FEE 1,527

OTHER PAYABLES AND ACCRUED EXPENSES 1,266

TOTAL LIABILITIES 31,110

NET ASSETS $ 5,891,916

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 4,989,061

UNDISTRIBUTED NET INVESTMENT INCOME 79,241

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 1,023,067
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS (199,453)
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 113,529 SHARES OUTSTANDING $ 5,891,916

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $51.90
PER SHARE ($5,891,916 (DIVIDED BY) 113,529 SHARES)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME $ 111,217
DIVIDENDS (INCLUDING $30,024 RECEIVED FROM
AFFILIATED ISSUERS)

INTEREST 13,590

TOTAL INCOME 124,807

EXPENSES

MANAGEMENT FEE $ 44,105
BASIC FEE

PERFORMANCE ADJUSTMENT (13,460)

TRANSFER AGENT FEES 14,521

ACCOUNTING FEES AND EXPENSES 824

NON-INTERESTED TRUSTEES' COMPENSATION 39

CUSTODIAN FEES AND EXPENSES 295

REGISTRATION FEES 97

AUDIT 79

LEGAL 33

MISCELLANEOUS 38

TOTAL EXPENSES BEFORE REDUCTIONS 46,571

EXPENSE REDUCTIONS (1,124) 45,447

NET INVESTMENT INCOME 79,360

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

INVESTMENT SECURITIES (INCLUDING REALIZED GAIN (LOSS) OF 1,027,207
$33,438 ON SALES OF INVESTMENTS IN AFFILIATED ISSUERS)

FOREIGN CURRENCY TRANSACTIONS (95) 1,027,112

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES (1,110,397)

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 58 (1,110,339)

NET GAIN (LOSS) (83,227)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ (3,867)
FROM OPERATIONS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, 1998 OCTOBER 31, 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 79,360 $ 75,397
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 1,027,112 1,174,950

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) (1,110,339) 317,278

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (3,867) 1,567,625
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (61,528) (66,150)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (1,018,942) (738,893)

TOTAL DISTRIBUTIONS (1,080,470) (805,043)

SHARE TRANSACTIONS 1,377,920 2,482,105
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 1,057,163 789,418

COST OF SHARES REDEEMED (3,313,657) (3,113,462)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (878,574) 158,061
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (1,962,911) 920,643

NET ASSETS

BEGINNING OF PERIOD 7,854,827 6,934,184

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 5,891,916 $ 7,854,827
INCOME OF $79,241 AND $70,900, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 24,263 43,542

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 19,408 15,352

REDEEMED (59,462) (55,676)

NET INCREASE (DECREASE) (15,791) 3,218

</TABLE>

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

1998 1997 1996 1995 1994
SELECTED PER-SHARE DATA

NET ASSET VALUE, $ 60.74 $ 54.99 $ 48.12 $ 44.71 $ 42.78
BEGINNING OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME B .60 .58 .70 .70 .54

NET REALIZED AND (1.01) 11.62 8.38 5.16 4.53
UNREALIZED GAIN (LOSS)

TOTAL FROM INVESTMENT (.41) 12.20 9.08 5.86 5.07
OPERATIONS

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.48) (.53) (.48) (.17) (.34)

FROM NET REALIZED GAIN (7.95) (5.92) (1.73) (2.28) (2.80)

TOTAL DISTRIBUTIONS (8.43) (6.45) (2.21) (2.45) (3.14)

NET ASSET VALUE, END OF PERIOD $ 51.90 $ 60.74 $ 54.99 $ 48.12 $ 44.71

TOTAL RETURN A (1.33)% 24.31% 19.44% 14.19% 12.90%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 5,892 $ 7,855 $ 6,934 $ 5,063 $ 3,715
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .63% .68% .89% .97% 1.10%
NET ASSETS

RATIO OF EXPENSES TO AVERAGE .61% C .66% C .88% C .96% C 1.08% C
NET ASSETS AFTER EXPENSE
REDUCTIONS

RATIO OF NET INVESTMENT INCOME TO 1.06% 1.01% 1.34% 1.58% 1.29%
AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 36% 56% 112% 125% 112%

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Value Fund (the fund) is a fund of Fidelity Capital Trust
(the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company organized as a
Massachusetts business trust. The financial statements have been
prepared in conformity with generally accepted accounting principles
which require management to make certain estimates and assumptions at
the date of the financial statements. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities (including restricted
securities) for which exchange quotations are not readily available
(and in certain cases debt securities which trade on an exchange) are
valued primarily using dealer-supplied valuations or at their fair
value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which quotations are not readily available are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income, which includes accretion of
original issue discount, is accrued as earned. Investment income is
recorded
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
net of foreign taxes withheld where recovery of such taxes is
uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, foreign currency transactions, and
losses deferred due to wash sales. The fund also utilized earnings and
profits distributed to shareholders on redemption of shares as a part
of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,580,047,000 and $4,413,809,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .41% of average net
assets after the performance adjustment.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .19% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $1,214,000 for the
period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $997,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $2,000 and $125,000 under these arrangements.
6. TRANSACTIONS WITH
AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
AMETEK, Inc. $ - $ - $ 794 $ 70,025
AnnTaylor Stores Corp. 6,282 - - 54,247
Banta Corp. 15,548 - 983 52,312
Chesapeake Corp. 2,445 - 692 40,999
Deluxe Corp.. - - 6,719 146,986
Dole Food, Inc. 58,583 18,086 1,766 148,158
EG & G, Inc.. 585 - 2,295 102,960
Ferro Corp. 8,157 - 244 55,432
Filene's Basement Corp. - - - 3,674
First Brands Corp.. 21,151 - 1,362 144,247
GenCorp, Inc. 2,070 - 327 48,197
Harland (John H.) Co.. 3,341 - 660 31,896
Heilig-Meyers Co. - - 1,334 36,619
Intimate Brands, Inc. Class A - - 1,482 60,303
Lawter International, Inc. - - 1,067 20,347
Nalco Chemical Co.. 106,679 - 4,984 193,873
Polaroid Corp. 67,263 5,812 1,990 107,015
Rubbermaid, Inc. 12,151 53,154 2,507 -
6. TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Ryerson Tull, Inc. Class A $ - $ - $ - $5,966
Safety Kleen Corp. - 34,043 - -
Sotheby's Holdings, Inc.
Class A - - 396 -
Stone & Webster, Inc.. 4,812 13 422 30,020
TOTALS $ 309,067 $ 111,108 $ 30,024 $ 1,353,276

</TABLE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Capital Trust and the Shareholders of
Fidelity Value Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Value Fund (a fund of Fidelity Capital Trust) at October 31,
1998, and the results of its operations, the changes in its net assets
and the financial highlights for the periods indicated, in conformity
with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fidelity Value
Fund's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at October
31, 1998 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 10, 1998

DISTRIBUTIONS

The Board of Trustees of Fidelity Value Fund voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:

PAY DATE 12/8/97 12/7/98

RECORD DATE 12/5/97 12/4/98

DIVIDENDS $.48 $.55

SHORT-TERM
CAPITAL GAINS $ 2.29 $1.13

LONG-TERM
CAPITAL GAINS $ 5.66 $ 6.02

LONG-TERM
CAPITAL GAIN PERCENTAGES:
28% rate 53.17% -
20% rate 46.83% 100%

A total of .58% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.

A total of 28% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.

MANAGING YOUR INVESTMENTS

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Richard Spillane, Jr., Vice President
Richard B. Fentin, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES

VAL-ANN-1298 66786
1.538531.101

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Contrafund II
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational Fund
Fidelity FiftySM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
TechnoQuantGrowthSM Fund
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress (registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

(FIDELITY_LOGO_GRAPHIC) (REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com