FIDELITY CAPITAL TRUST, N-30D, 1999-12-14

FIDELITY CAPITAL TRUST
N-30D, 1999-12-14

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FIDELITY(REGISTERED TRADEMARK)
CAPITAL APPRECIATION
FUND

ANNUAL REPORT
OCTOBER 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 22 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 26 Notes to the financial
statements.

REPORT OF INDEPENDENT 31 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 32

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

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 1-800-544-6666 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

All major U.S. equity market indexes posted positive returns for the
month of October, led by the technology-heavy NASDAQ Index, which
climbed to a record high close during the month. Domestic bonds,
however, turned in relatively flat performance, due in large part to
lingering fears of a potential interest rate hike by the Federal
Reserve Board, and its adoption of a tightening bias during the first
week of the month.

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 an investment in a money market fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although money market funds seek to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in these types of funds.

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 1-800-544-6666, or visit our
web site at www.fidelity.com. 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, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CAPITAL APPRECIATION 36.98% 135.33% 263.65%

S&P 500 (registered trademark) 25.67% 217.79% 415.36%

Capital Appreciation Funds 36.56% 144.10% 286.27%
Average

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 market capitalization-weighted 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 Inc. The past one year average
represents a peer group of 278 mutual funds. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges. Lipper has created new comparison categories that
group funds according to portfolio characteristics and capitalization,
as well as by capitalization only. These averages are listed on page 5
of the report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED OCTOBER 31, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CAPITAL APPRECIATION 36.98% 18.67% 13.78%

S&P 500 25.67% 26.02% 17.82%

Capital Appreciation Funds 36.56% 17.66% 12.91%
Average

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
1989/10/31 10000.00 10000.00
1989/11/30 10202.20 10204.00
1989/12/31 10445.93 10448.90
1990/01/31 9968.55 9747.78
1990/02/28 10100.46 9873.52
1990/03/31 10175.83 10135.17
1990/04/30 9817.79 9881.79
1990/05/31 10339.15 10845.27
1990/06/30 10244.93 10771.52
1990/07/31 10050.20 10737.05
1990/08/31 9001.21 9766.42
1990/09/30 8341.67 9290.79
1990/10/31 8071.57 9250.84
1990/11/30 8492.42 9848.45
1990/12/31 8807.31 10123.22
1991/01/31 9176.41 10564.59
1991/02/28 9889.14 11319.96
1991/03/31 10124.59 11593.90
1991/04/30 10162.78 11621.73
1991/05/31 10296.41 12123.79
1991/06/30 9990.96 11568.52
1991/07/31 10372.78 12107.61
1991/08/31 10366.41 12394.56
1991/09/30 10048.23 12187.57
1991/10/31 9850.96 12350.89
1991/11/30 9265.50 11853.15
1991/12/31 9687.52 13209.15
1992/01/31 10252.76 12963.46
1992/02/29 10676.69 13131.98
1992/03/31 10653.13 12875.91
1992/04/30 10959.30 13254.46
1992/05/31 11092.76 13319.41
1992/06/30 11084.91 13120.95
1992/07/31 11139.87 13657.59
1992/08/31 10692.39 13377.61
1992/09/30 10708.09 13535.47
1992/10/31 10770.89 13582.84
1992/11/30 10888.65 14046.02
1992/12/31 11273.24 14218.78
1993/01/31 11588.93 14338.22
1993/02/28 11838.20 14533.22
1993/03/31 12504.67 14839.87
1993/04/30 13104.49 14480.75
1993/05/31 13454.39 14868.83
1993/06/30 13496.05 14911.95
1993/07/31 13787.63 14852.30
1993/08/31 13970.91 15415.20
1993/09/30 13646.00 15296.51
1993/10/31 14445.77 15613.15
1993/11/30 14395.78 15464.82
1993/12/31 15040.09 15651.94
1994/01/31 15857.87 16184.11
1994/02/28 15516.67 15745.52
1994/03/31 14871.28 15059.02
1994/04/30 14962.18 15251.77
1994/05/31 15080.35 15501.90
1994/06/30 14580.40 15122.10
1994/07/31 14898.55 15618.11
1994/08/31 15489.40 16258.45
1994/09/30 15543.94 15860.12
1994/10/31 15453.04 16216.97
1994/11/30 15553.03 15626.35
1994/12/31 15419.11 15858.09
1995/01/31 15882.39 16269.29
1995/02/28 16174.46 16903.30
1995/03/31 16174.46 17402.12
1995/04/30 16627.66 17914.61
1995/05/31 16708.23 18630.66
1995/06/30 17090.94 19063.45
1995/07/31 17906.71 19695.59
1995/08/31 18440.49 19745.03
1995/09/30 18662.06 20578.27
1995/10/31 17836.21 20504.81
1995/11/30 18118.21 21404.97
1995/12/31 18312.93 21817.23
1996/01/31 19153.28 22559.89
1996/02/29 19076.88 22769.02
1996/03/31 19120.54 22988.28
1996/04/30 19437.03 23327.13
1996/05/31 19982.71 23928.73
1996/06/30 19382.46 24019.90
1996/07/31 18291.11 22958.70
1996/08/31 18902.27 23442.90
1996/09/30 19917.22 24762.27
1996/10/31 19939.05 25445.21
1996/11/30 21041.32 27368.62
1996/12/31 21081.82 26826.44
1997/01/31 22025.96 28502.56
1997/02/28 21727.19 28726.02
1997/03/31 20902.56 27545.67
1997/04/30 21344.75 29190.15
1997/05/31 23268.88 30967.24
1997/06/30 24559.61 32354.57
1997/07/31 26471.79 34929.03
1997/08/31 26005.70 32972.30
1997/09/30 27607.15 34778.20
1997/10/31 25886.19 33616.60
1997/11/30 26029.60 35172.72
1997/12/31 26672.07 35776.63
1998/01/31 26176.61 36172.32
1998/02/28 28392.40 38781.07
1998/03/31 29452.13 40767.05
1998/04/30 30154.03 41177.16
1998/05/31 28997.96 40469.33
1998/06/30 29672.33 42113.19
1998/07/31 29479.65 41664.69
1998/08/31 23300.21 35640.81
1998/09/30 24993.02 37923.96
1998/10/31 26548.20 41008.69
1998/11/30 27883.18 43494.23
1998/12/31 31192.58 46000.37
1999/01/31 33623.54 47924.10
1999/02/28 31828.59 46434.62
1999/03/31 33086.47 48292.47
1999/04/30 35531.56 50162.84
1999/05/31 34683.55 48978.49
1999/06/30 36619.83 51696.80
1999/07/31 35913.16 50082.83
1999/08/31 35884.89 49834.92
1999/09/30 35036.89 48468.94
1999/10/29 36365.43 51536.05
IMATRL PRASUN SHR__CHT 19991031 19991119 140141 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Capital Appreciation Fund on October 31, 1989. As
the chart shows, by October 31, 1999, the value of the investment
would have grown to $36,365 - a 263.65% 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 $51,536 - a
415.36% increase.

(checkmark)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.

* THE LIPPER MULTICAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTICAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF OCTOBER 31, 1999, THE ONE
YEAR, FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE MULTICAP CORE FUNDS ARE 23.12%, 148.63%, 299.18%, AND
23.12%, 19.79%, 14.57%, RESPECTIVELY; AND THE ONE YEAR, FIVE YEAR AND
10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR THE MULTICAP
SUPERGROUP AVERAGE ARE 24.64%, 146.34%, 301.60%, AND 24.64%, 19.46%,
14.60%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

Despite some bumps in the road
along the way, the U.S. equity
market produced another period
of solid returns. For the 12 months
ending October 31, 1999, the Dow
Jones Industrial Average returned
26.84%. The Standard & Poor's
500 Index - a measure of
large-cap performance - returned
25.67% during the 12-month
period, while the Russell 2000
Index - a barometer of small-cap
stocks - mustered a return of
14.87%. Several factors played
roles in determining the market's
path, including Federal Reserve
Board monetary policy, shifting
investor sentiment and volatility in
certain pockets of the market. Early
in the period, the Fed tried to
stabilize the impact of shaky global
markets on the U.S. by lowering
interest rates. Investors applauded
the gesture as the Dow hit the
10,000 level for the first time in
late March. Late in the second
quarter, however, concerns over
an overheating U.S. economy and
global market recoveries triggered
inflation fears and washed away
some of the market's gains. In
June and again in August, the Fed
raised rates and the market sold
off throughout the third quarter as
investors anticipated additional
increases. The technology sector
had its shares of ups and downs
during the period. In the end,
though, tech stocks were the clear
market leaders as the NASDAQ
Index reeled off a healthy 67.98%
return.

(photograph of Harry Lange)

An interview with Harry Lange, Portfolio Manager of Fidelity Capital
Appreciation Fund

Q. HOW DID THE FUND PERFORM, HARRY?

A. The fund had a solid year. For the 12 months that ended October 31,
1999, the fund returned 36.98%. That topped the Standard & Poor's 500
Index, which returned 25.67% during the same period. The capital
appreciation funds average, as tracked by Lipper Inc., returned
36.56%.

Q. WHAT FACTORS HELPED THE FUND BEAT BOTH THE INDEX AND ITS PEER
GROUP?

A. A blend of timely strategies, good stock picking and some nice
developments internationally helped the most. My investing approach
alternated between defensive and aggressive during the period, and my
timing with each worked out well. I went aggressive during the first
few months of the period - when small- and mid-cap stocks were beaten
down - by adding to the fund's positions in inexpensive, high-growth
Internet and semiconductor stocks. This benefited the fund, as
Internet-related names such as America Online and semiconductor
holdings such as KLA-Tencor and Teradyne were positive contributors. I
then turned a bit more defensive at the beginning of 1999, as I
funnelled some of the fund's assets into energy services stocks. Oil
prices had tumbled to around $10 per barrel, and investor sentiment
was largely negative. I felt prices would snap back and added to the
fund's positions in stocks such as Halliburton and Noble Drilling.
Fortunately, oil prices rose significantly and the fund benefited.

Q. FOUR OF THE FUND'S TOP 20 POSITIONS AT THE END OF THE PERIOD WERE
JAPANESE STOCKS. CAN YOU DISCUSS THESE HOLDINGS?

A. Sure. Two of them are involved in the securities industry and two
are involved in venture capital projects. As the Japanese market began
to rebound (SEE CALLOUT BOX ON PAGE 8), Japanese brokerage houses
began to see pick-ups in business volume. Thus, the fund's positions
in Daiwa Securities and Nomura Securities panned out well. The other
two - Softbank and Jafco - are both active in the venture capital
arena and performed very well during the period.

Q. TOGETHER, THE FUND HAD JUST OVER 41% OF ITS ASSETS LOCKED INTO THE
TECHNOLOGY AND THE MEDIA AND LEISURE SECTORS AT THE END OF THE PERIOD.
WHAT STRATEGIES DID YOU FOLLOW?

A. In terms of technology, my initial attraction centered around
semiconductor stocks. During the second half of the period, however, I
began to emphasize companies involved in the personal computer
business, such as Dell. Despite signs that PC stocks could suffer from
Y2K concerns, I found the earnings and revenue growth outlook for the
group to be in good shape. Within the media and leisure group, the
fund's continued play on Spanish-language broadcasters provided a good
performance boost. The Hispanic population in the U.S. is growing
faster than the general population, and I felt several broadcasters -
namely the Hispanic Broadcasting Corp. and Univision - were in line to
see their advertising revenues increase. Viacom - the fund's largest
single position at the end of October - merged with CBS during the
period, and I'm optimistic that the two entities will thrive. Cable
television stock Comcast also fared well.

Q. WHICH STOCKS DIDN'T PERFORM AS WELL AS YOU HAD HOPED?

A. Two major disappointments were Waste Management and Stewart
Enterprises. These companies shared similar story lines, as both
encountered difficulties integrating acquired companies into their
existing frameworks. Waste Management - a leading trash collection
company - stumbled in the process of its merger with USA Waste, while
Stewart - a funeral services company - had trouble assimilating
several smaller businesses. The fund no longer owned stakes in these
companies at the end of the period.

Q. WHAT'S YOUR OUTLOOK?

A. While many people feel stocks are overvalued, I would argue that
accelerated earnings growth for many U.S. companies justifies some of
those prices. If this type of environment continues, I may look for
additional opportunities within the technology and telecommunications
areas. Specifically, I'd like to keep finding ways to play the growth
in cellular and data communications.

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 AND DO NOT NECESSARILY REPRESENT THE VIEWS OF FIDELITY OR
ANY OTHER PERSON IN THE FIDELITY ORGANIZATION. ANY SUCH VIEWS ARE
SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS
AND FIDELITY DISCLAIMS ANY RESPONSIBILITY TO UPDATE SUCH VIEWS. THESE
VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND, BECAUSE
INVESTMENT DECISIONS FOR A FIDELITY FUND ARE BASED ON NUMEROUS
FACTORS, MAY NOT BE RELIED ON AS AN INDICATION OF TRADING INTENT ON
BEHALF OF ANY FIDELITY FUND.

(checkmark)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, 1999,
more than $2.9 billion

MANAGER: Harry Lange, since
1996; manager, various
Fidelity Select portfolios,
1992-1996; research
director, Fidelity Investments
Far East, 1988-1992;
joined Fidelity in 1987

HARRY LANGE DISCUSSES THE
REVERSAL OF FORTUNE IN JAPAN:

"After enduring years of a
sputtering economy and
corresponding flat capital
markets, Japan staged a nice
turnaround during the period.
Many factors played a role in
Japan's resurgence.

"I travel to Japan two or three
times a year and in the course of
talking with companies and
people there, I sensed a positive
attitude change. Japanese
companies are following in the
footsteps of their U.S.
counterparts as they pare back on
unprofitable businesses and look
to consolidate. And Japanese
investors are starting to buy
mutual funds for the first time.
Having companies such as Fidelity
selling mutual funds in Japan has
breathed new life into Japanese
brokers and restored confidence
among investors. Cable TV
network CNBC, in fact, is now
broadcasting around-the-clock
coverage of the Japanese markets.

"The Japanese government also
played a key role by allowing
for more of a free-enterprise
market system.

"At the close of the period, the
fund had approximately 11% of
its assets in Japanese stocks."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF OCTOBER
31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Viacom, Inc. Class B (non-vtg.) 4.4 4.2

General Electric Co. 3.7 0.0

Jafco Co. Ltd. 3.0 1.4

Time Warner, Inc. 2.7 2.8

Electronic Data Systems Corp. 2.6 3.9

Comcast Corp. Class A (special) 2.1 1.7

Playboy Enterprises, Inc. 2.0 2.2
Class B

Daiwa Securities Co. Ltd. 1.8 0.0

Pegasus Systems, Inc. 1.7 1.4

Newmont Mining Corp. 1.7 1.4

25.7 19.0

TOP FIVE MARKET SECTORS AS OF
OCTOBER 31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 23.7 23.3

MEDIA & LEISURE 18.0 15.7

FINANCE 10.5 12.3

ENERGY 7.7 7.6

CONSTRUCTION & REAL ESTATE 6.1 11.6

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF OCTOBER 31, 1999 * AS OF APRIL 30, 1999 **

Stocks and Investment Stocks and Investment
Companies 93.6% Companies 96.4%

Short-Term Investments and Short-Term Investments and
Net Other Assets 6.4% Net Other Assets 3.6%

* FOREIGN INVESTMENTS 15.2% ** FOREIGN INVESTMENTS 8.7%

Row: 1, Col: 1, Value: 93.59999999999999 Row: 1, Col: 1, Value: 96.40000000000001
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 6.4 Row: 1, Col: 8, Value: 3.6

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS OCTOBER 31, 1999

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 93.6%

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - 1.8%

CHEMICALS & PLASTICS - 0.2%

Foamex International, Inc. (a) 100,000 $ 775

Praxair, Inc. 100,000 4,675

5,450

IRON & STEEL - 0.3%

Bunka Shutter Co. Ltd. 1,143,000 2,492

Chubu Steel Plate Co. Ltd. 60,000 91

Nippon Steel Corp. 400,000 1,018

Tadano Ltd. 100,000 307

Tubos de Acero de Mexico SA 400,000 4,375
sponsored ADR

8,283

METALS & MINING - 1.0%

Alcoa, Inc. 400,000 24,300

Furukawa Electric Co. Ltd. 500,000 3,649

27,949

PACKAGING & CONTAINERS - 0.2%

Owens-Illinois, Inc. (a) 253,100 6,059

PAPER & FOREST PRODUCTS - 0.1%

Mercer International, Inc. 909,800 4,265
(SBI) (c)

TOTAL BASIC INDUSTRIES 52,006

CONSTRUCTION & REAL ESTATE -
6.1%

BUILDING MATERIALS - 0.9%

Fortune Brands, Inc. 200,000 7,088

Masco Corp. 628,200 19,160

26,248

CONSTRUCTION - 1.0%

Beazer Homes USA, Inc. (a) 200,000 3,825

D.R. Horton, Inc. 200,000 2,363

Engle Homes, Inc. 250,000 2,531

George Wimpey PLC 1,000,000 1,957

Higashi Nihon House Co. Ltd. 50,000 269

Lennar Corp. 1,080,418 17,759

Okumura Corp. 300,000 1,080

29,784

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
CONTINUED

ENGINEERING - 0.0%

Stolt Comex Seaway SA (a) 54,600 $ 584

Stolt Comex Seaway SA 27,300 263
sponsored ADR Class A (a)

847

REAL ESTATE - 0.3%

Boardwalk Equities, Inc. (a) 81,600 665

Excel Legacy Corp. (a) 750,800 3,144

LNR Property Corp. 90,268 1,749

Mitsubishi Estate Co. Ltd. 200,000 2,007

7,565

REAL ESTATE INVESTMENT TRUSTS
- - 3.9%

Alexandria Real Estate 390,300 11,221
Equities, Inc.

AMB Property Corp. 100,000 1,988

Apartment Investment & 420,100 15,806
Management Co. Class A

Avalonbay Communities, Inc. 26,000 840

Crescent Real Estate Equities 315,200 5,260
Co.

Duke-Weeks Realty Corp. 484,552 9,509

Equity Office Properties Trust 725,000 16,041

Equity Residential Properties 391,200 16,357
Trust (SBI)

First Washington Realty 100,000 2,044
Trust, Inc.

Glenborough Realty Trust, 333,000 4,350
Inc.

Home Properties of N.Y., Inc. 321,822 8,589

LTC Properties, Inc. 875,800 9,305

New Plan Excel Realty Trust 220,960 3,825

Public Storage, Inc. 385,300 9,295

114,430

TOTAL CONSTRUCTION & REAL 178,874
ESTATE

DURABLES - 1.1%

AUTOS, TIRES, & ACCESSORIES -
0.1%

Wynn's International, Inc. 176,550 2,748

CONSUMER DURABLES - 0.1%

CompX International, Inc. 100,000 1,850
Class A (a)

HOME FURNISHINGS - 0.3%

Furniture Brands 36,800 713
International, Inc. (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

HOME FURNISHINGS - CONTINUED

HON Industries, Inc. 108,700 $ 2,133

Leggett & Platt, Inc. 300,000 6,656

9,502

TEXTILES & APPAREL - 0.6%

Galey & Lord, Inc. (a) 378,500 568

Kellwood Co. 3,500 62

Perry Ellis International, 380,000 4,370
Inc. (a)(c)

Polymer Group, Inc. (a) 500,000 9,781

Quaker Fabric Corp. (a)(c) 1,015,700 3,682

18,463

TOTAL DURABLES 32,563

ENERGY - 7.7%

ENERGY SERVICES - 5.5%

ENSCO International, Inc. 1,661,000 32,182

Halliburton Co. 1,000,000 37,688

McDermott International, Inc. 100,000 1,813

Noble Drilling Corp. (a) 2,100,000 46,594

Pool Energy Services Co. (a) 63,000 1,374

R&B Falcon Corp. (a) 66,000 821

Schlumberger Ltd. 660,000 39,971

160,443

OIL & GAS - 2.2%

Cabot Oil & Gas Corp. Class A 100,000 1,613

Cooper Cameron Corp. (a) 150,000 5,803

Newport Petroleum Corp. (a)(d) 310,000 885

The Coastal Corp. 479,200 20,186

Titan Exploration, Inc. (a) 198,000 829

Vastar Resources, Inc. 600,000 35,438

64,754

TOTAL ENERGY 225,197

FINANCE - 10.5%

BANKS - 0.6%

Bank of Tokyo-Mitsubishi Ltd. 200,000 3,319

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

BANKS - CONTINUED

Comerica, Inc. 75,000 $ 4,458

Fleet Boston Corp. 100,000 4,363

Fuji International Finance 29 931
Trust sponsored ADR (d)

National Bank of Canada 384,100 4,672

17,743

CREDIT & OTHER FINANCE - 4.4%

Acom Co. Ltd. 70,000 7,664

American Express Co. 155,000 23,870

Associates First Capital 131,042 4,783
Corp. Class A

Concord EFS, Inc. (a) 150,000 4,059

Household International, Inc. 32,700 1,459

Jafco Co. Ltd. 793,000 89,105

130,940

INSURANCE - 0.9%

American International Group, 200,000 20,588
Inc.

CIGNA Corp. 50,000 3,738

Fremont General Corp. 66,200 571

LIMIT PLC 307,000 747

25,644

SAVINGS & LOANS - 0.7%

Charter One Financial, Inc. 41,233 1,013

Washington Federal, Inc. 121,000 2,760

Washington Mutual, Inc. 438,000 15,741

19,514

SECURITIES INDUSTRY - 3.9%

Daiwa Securities Co. Ltd. 5,027,000 53,734

Knight/Trimark Group, Inc. 100,000 2,606
Class A (a)

Morgan Stanley Dean Witter & 100,000 11,031
Co.

Nomura Securities Co. Ltd. 2,815,000 46,527

113,898

TOTAL FINANCE 307,739

HEALTH - 5.6%

DRUGS & PHARMACEUTICALS - 3.8%

Allergan, Inc. 100,000 10,738

Biogen, Inc. (a) 100,000 7,413

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Chirex, Inc. (a) 120,000 $ 3,390

Eli Lilly & Co. 150,000 10,331

Genentech, Inc. 150,000 21,863

King Pharmaceuticals, Inc. (a) 200,000 6,050

Medimmune, Inc. (a) 134,100 15,019

Merck & Co., Inc. 100,000 7,956

Sankyo Co. Ltd. 19,000 542

SuperGen, Inc. (a) 400,000 11,250

ViroPharma, Inc. (a) 40,100 837

Warner-Lambert Co. 200,000 15,963

111,352

MEDICAL EQUIPMENT & SUPPLIES
- - 0.4%

Bard (C.R.), Inc. 100,000 5,394

Gehe AG 50,000 1,741

Medtronic, Inc. 147,480 5,106

Varian Medical Systems, Inc. 11,900 251

12,492

MEDICAL FACILITIES MANAGEMENT
- - 1.4%

HEALTHSOUTH Corp. (a) 6,500,000 37,375

LTC Healthcare, Inc. (a) 87,580 131

Wellpoint Health Networks, 50,000 2,900
Inc. (a)

40,406

TOTAL HEALTH 164,250

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.0%

ELECTRICAL EQUIPMENT - 4.0%

Energy Conversion Devices, 600,000 5,663
Inc. (a)

Energy Conversion Devices, 400,000 700
Inc. warrants 7/31/01 (a)

Ericsson (L.M.) Telefon AB 100,000 4,275
sponsored ADR Class B

General Electric Co. 800,000 108,450

119,088

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.0%

Hitachi Construction 826,000 4,442
Machinery Co. Ltd.

PRI Automation, Inc. (a) 58,200 2,335

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

THK Co. Ltd. 650,200 $ 21,293

Varian Semiconductor 11,900 269
Equipment Associates, Inc.
(a)

28,339

TOTAL INDUSTRIAL MACHINERY & 147,427
EQUIPMENT

MEDIA & LEISURE - 18.0%

BROADCASTING - 9.8%

AMFM, Inc. (a) 99,100 6,937

Capital Radio PLC 211,900 3,481

CBS Corp. (a) 896,079 43,740

Clear Channel Communications, 100,000 8,038
Inc. (a)

Comcast Corp. Class A 1,458,600 61,444
(special)

Hispanic Broadcasting Corp. 134,500 10,895
(a)

Infinity Broadcasting Corp. 700,000 24,194
Class A

Radio One, Inc. (a) 1,600 80

SBS Broadcasting SA (a) 41,000 1,502

Time Warner, Inc. 1,157,465 80,661

Univision Communications, 500,000 42,531
Inc. Class A (a)

USA Networks, Inc. (a) 100,000 4,506

288,009

ENTERTAINMENT - 5.4%

King World Productions, Inc. 100,000 3,875
(a)

Royal Carribean Cruises Ltd. 301,500 15,998

Viacom, Inc.:

Class A (a) 201,200 9,167

Class B (non-vtg.) (a) 2,899,600 129,742

158,782

LEISURE DURABLES & TOYS - 0.3%

Coachmen Industries, Inc. 635,200 9,330

LODGING & GAMING - 0.0%

Interstate Hotels Corp. Class 63,165 191
A (a)

PUBLISHING - 2.0%

Playboy Enterprises, Inc.:

Class A (a) 25,000 539

Class B (a) 2,257,300 57,843

58,382

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - 0.5%

Big Buck Brew & Steakhouse, 522,500 $ 1,078
Inc. (a)(c)

Starbucks Corp. (a) 500,000 13,594

14,672

TOTAL MEDIA & LEISURE 529,366

NONDURABLES - 1.7%

BEVERAGES - 1.5%

Canandaigua Brands, Inc. 697,400 42,193
Class A (a)

Celestial Seasonings, Inc. (a) 100,000 1,713

43,906

FOODS - 0.0%

Corn Products International, 12,500 407
Inc.

TOBACCO - 0.2%

Philip Morris Companies, Inc. 251,900 6,345

TOTAL NONDURABLES 50,658

PRECIOUS METALS - 1.7%

Newmont Mining Corp. 2,200,000 48,263

RETAIL & WHOLESALE - 2.4%

APPAREL STORES - 0.2%

Baker (J.), Inc. 431,700 2,401

Charming Shoppes, Inc. (a) 200,000 994

TJX Companies, Inc. 129,554 3,514

6,909

DRUG STORES - 0.5%

CVS Corp. 200,000 8,688

Walgreen Co. 200,000 5,038

13,726

GENERAL MERCHANDISE STORES -
0.4%

Cifra SA de CV Series V (a) 1,100,000 1,730

Wal-Mart Stores, Inc. 200,000 11,338

13,068

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

GROCERY STORES - 0.2%

Kroger Co. (a) 56,000 $ 1,166

Safeway, Inc. (a) 130,000 4,591

5,757

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.1%

Barbeques Galore Ltd. 235,000 1,454
sponsored ADR (a)(c)

Best Buy Co., Inc. (a) 100,000 5,556

Gadzooks, Inc. (a) 300,000 2,400

Handleman Co. (a) 100,000 1,613

Oshmans Sporting Goods, Inc. 100,000 213
(a)

Senshukai Co. Ltd. 1,018,000 19,544

Takkt AG (a) 50,000 287

31,067

TOTAL RETAIL & WHOLESALE 70,527

SERVICES - 4.0%

ADVERTISING - 1.3%

DoubleClick, Inc. (a) 50,000 7,000

Interpublic Group of 400,000 16,250
Companies, Inc.

Omnicom Group, Inc. 160,000 14,080

37,330

SERVICES - 2.7%

Block (H&R), Inc. 150,000 6,384

Caremark Rx, Inc. (a) 6,016,300 29,329

Crestline Capital Corp. (a) 125,950 2,802

Gartner Group, Inc. Class B 13,020 122
(a)

Modis Professional Services, 3,719,400 41,611
Inc. (a)

80,248

TOTAL SERVICES 117,578

TECHNOLOGY - 23.7%

COMMUNICATIONS EQUIPMENT - 0.2%

Aiphone Co. Ltd. 100,000 1,681

Datacraft Asia Ltd. 300,000 1,380

Filtronic PLC 50,000 927

3,988

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - 12.4%

4Front Technologies, Inc. 1,015,900 $ 13,842
(a)(c)

Amazon.com, Inc. (a) 50,000 3,531

America Online, Inc. (a) 190,000 24,641

Catalyst International, Inc. 500,100 4,501
(a)(c)

Citrix Systems, Inc. (a) 200,000 12,825

Electronic Data Systems Corp. 1,319,100 77,167

Exodus Communications, Inc. 300,000 25,800
(a)

i2 Technologies, Inc. (a) 44,500 3,513

IMS Health, Inc. 100,000 2,900

Internap Network Services 200,000 18,475
Corp.

MERANT PLC sponsored ADR (a) 55,000 1,066

Microsoft Corp. (a) 520,400 48,170

Midway Games, Inc. (a) 323,387 6,448

NCR Corp. (a) 148 5

Pegasus Systems, Inc. (a)(c) 1,186,500 50,723

Peregrine Systems, Inc. (a) 300,000 13,163

PSINet, Inc. (a) 50,000 1,800

Sabre Group Holdings, Inc. 789,100 35,066
Class A (a)

SAP AG (Systeme Anwendungen 135,000 4,936
Produkte) sponsored ADR

Sportsline USA, Inc. (a) 194,800 7,001

Talk City, Inc. 600 4

Yahoo!, Inc. (a) 50,000 8,953

364,530

COMPUTERS & OFFICE EQUIPMENT
- - 2.4%

Dell Computer Corp. (a) 600,000 24,075

Gadzoox Networks, Inc. 1,100 52

Inacom Corp. (a) 174,300 839

Quantum Corp.:

(DLT & Storage Systems) (a) 100,000 1,544

(Hard Disk Drive) (a) 50,000 306

Seagate Technology, Inc. (a) 200,000 5,888

Softbank Corp. 92,600 38,507

71,211

ELECTRONIC INSTRUMENTS - 2.8%

KLA-Tencor Corp. (a) 453,300 35,896

Teradyne, Inc. (a) 500,000 19,250

Thermo Electron Corp. (a) 100,000 1,350

Thermoquest Corp. (a) 200,000 2,100

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONIC INSTRUMENTS -
CONTINUED

Tokyo Seimitsu Co. Ltd. 200,000 $ 24,413

Varian, Inc. (a) 11,900 225

83,234

ELECTRONICS - 5.9%

Analog Devices, Inc. (a) 100,000 5,313

Brocade Communications 50,000 13,450
Systems, Inc.

C.P. Clare Corp. (a) 60,000 319

Integrated Silicon Solution 574,700 4,023
(a)

Intel Corp. 520,000 40,268

Micron Technology, Inc. (a) 550,000 39,222

Motorola, Inc. 200,000 19,488

National Semiconductor Corp. 400,000 11,975
(a)

Nichicon Corp. 500,000 10,852

Semtech Corp. (a) 180,000 6,896

Solectron Corp. (a) 149,200 11,227

Texas Instruments, Inc. 100,000 8,975

172,008

TOTAL TECHNOLOGY 694,971

TRANSPORTATION - 1.3%

AIR TRANSPORTATION - 0.5%

Deutsche Lufthansa AG:

(Reg.) (d) 100,000 2,110

(Reg.) 100,000 2,110

Preview Travel, Inc. (a) 300,000 9,150

13,370

RAILROADS - 0.5%

Burlington Northern Santa Fe 500,000 15,938
Corp.

SHIPPING - 0.0%

Peninsular & Oriental Steam 102,378 1,451
Navigation Co.

TRUCKING & FREIGHT - 0.3%

Air Express International 280,000 7,455
Corp.

TOTAL TRANSPORTATION 38,214

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - 3.0%

CELLULAR - 0.2%

Cable & Wireless 500,000 $ 5,246
Communications PLC (a)

ELECTRIC UTILITY - 1.2%

Entergy Corp. 206,900 6,194

Illinova Corp. 100,800 3,207

Niagara Mohawk Holdings, Inc. 1,360,500 21,598
(a)

PG&E Corp. 213,600 4,899

35,898

GAS - 0.1%

Dynegy, Inc. 200,000 4,575

TELEPHONE SERVICES - 1.5%

Advanced Communications 1,341,400 8,048
Group, Inc. (a)(c)

AT&T Corp. 141,450 6,613

France Telecom SA 8,300 804

Telefonos de Mexico SA 300,000 25,650
sponsored ADR representing
Class L shares

U.S. WEST, Inc. 39,599 2,418

43,533

TOTAL UTILITIES 89,252

TOTAL COMMON STOCKS 2,746,885
(Cost $1,979,350)

NONCONVERTIBLE PREFERRED
STOCKS - 0.0%

BASIC INDUSTRIES - 0.0%

METALS & MINING - 0.0%

Freeport-McMoRan Copper & 9,100 116
Gold, Inc. depositary shares
representing 0.025 silver
denomination pfd. (Cost
$155)

INVESTMENT COMPANIES - 0.0%

Taiwan Fund, Inc. (Cost 100,000 1,788
$2,625)

CASH EQUIVALENTS - 6.5%

SHARES VALUE (NOTE 1) (000S)

Central Cash Collateral Fund, 30,030,025 $ 30,030
5.26% (b)

Taxable Central Cash Fund, 160,085,544 160,086
5.21% (b)

TOTAL CASH EQUIVALENTS 190,116
(Cost $190,116)

TOTAL INVESTMENT PORTFOLIO - 2,938,905
100.1%
(Cost $2,172,246)

NET OTHER ASSETS - (0.1)% (3,219)

NET ASSETS - 100% $ 2,935,686

</TABLE>

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(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 $3,926,000 or 0.1% of net assets.

Distribution of investments by country of issue, as a percentage of
net assets, is as follows:

United States of America 84.8%

Japan 11.3

Netherlands Antilles 1.4

Mexico 1.1

Others individually less than 1.4
1%

100.0%

INCOME TAX INFORMATION

At October 31, 1999, the aggregate cost of investment securities for
income tax purposes was $2,178,867,000. Net unrealized appreciation
aggregated $760,038,000, of which $897,466,000 related to appreciated
investment securities and $137,428,000 related to depreciated
investment securities.

The fund hereby designates approximately $66,000,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) OCTOBER 31, 1999

ASSETS

Investment in securities, at $ 2,938,905
value (cost $2,172,246) -
See accompanying schedule

Receivable for investments 29,415
sold

Receivable for fund shares 4,847
sold

Dividends receivable 1,082

Interest receivable 594

Other receivables 84

TOTAL ASSETS 2,974,927

LIABILITIES

Payable for investments $ 4,938
purchased

Payable for fund shares 2,960
redeemed

Accrued management fee 976

Other payables and accrued 337
expenses

Collateral on securities 30,030
loaned, at value

TOTAL LIABILITIES 39,241

NET ASSETS $ 2,935,686

Net Assets consist of:

Paid in capital $ 1,953,701

Undistributed net investment 9,989
income

Accumulated undistributed net 205,335
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 766,661
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 114,112 $ 2,935,686
shares outstanding

NET ASSET VALUE, offering $25.73
price and redemption price
per share ($2,935,686
(divided by) 114,112 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME $ 27,190
Dividends (including $221
received from affiliated
issuers)

Interest 5,105

Security lending 783

TOTAL INCOME 33,078

EXPENSES

Management fee Basic fee $ 15,932

Performance adjustment (4,220)

Transfer agent fees 5,518

Accounting and security 850
lending fees

Non-interested trustees' 14
compensation

Custodian fees and expenses 122

Registration fees 74

Audit 54

Legal 11

Total expenses before 18,355
reductions

Expense reductions (538) 17,817

NET INVESTMENT INCOME 15,261

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

Investment securities 213,405
(including realized gain
(loss) of $(20,424) on
sales of investments in
affiliated issuers)

Foreign currency transactions (70) 213,335

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 580,280

Assets and liabilities in (24) 580,256
foreign currencies

NET GAIN (LOSS) 793,591

NET INCREASE (DECREASE) IN $ 808,852
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1999 YEAR ENDED OCTOBER 31, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 15,261 $ 10,875
income

Net realized gain (loss) 213,335 68,172

Change in net unrealized 580,256 (35,000)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 808,852 44,047
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (11,605) (7,541)
From net investment income

From net realized gain (52,122) (268,678)

TOTAL DISTRIBUTIONS (63,727) (276,219)

Share transactions Net 874,558 1,197,319
proceeds from sales of shares

Reinvestment of distributions 61,232 268,785

Cost of shares redeemed (1,037,228) (991,353)

NET INCREASE (DECREASE) IN (101,438) 474,751
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 643,687 242,579
IN NET ASSETS

NET ASSETS

Beginning of period 2,291,999 2,049,420

End of period (including $ 2,935,686 $ 2,291,999
undistributed net investment
income of $9,989 and
$10,189, respectively)

OTHER INFORMATION
Shares

Sold 36,795 59,402

Issued in reinvestment of 2,998 13,905
distributions

Redeemed (44,497) (49,123)

Net increase (decrease) (4,704) 24,184

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

YEARS ENDED OCTOBER 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning $ 19.29 $ 21.66 $ 18.27 $ 17.71 $ 17.00
of period

Income from Investment
Operations

Net investment income .13 C .09 C, D .08 C .15 .36

Net realized and unrealized 6.86 .47 4.97 1.81 1.98
gain (loss)

Total from investment 6.99 .56 5.05 1.96 2.34
operations

Less Distributions

From net investment income (.10) (.08) (.12) (.40) (.17)

From net realized gain (.45) (2.85) (1.54) (1.00) (1.46)

Total distributions (.55) (2.93) (1.66) (1.40) (1.63)

Net asset value, end of $ 25.73 $ 19.29 $ 21.66 $ 18.27 $ 17.71
period

TOTAL RETURN A, B 36.98% 2.56% 29.83% 11.79% 15.42%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 2,936 $ 2,292 $ 2,049 $ 1,590 $ 1,660
(in millions)

Ratio of expenses to average .67% .70% .69% .87% 1.09%
net assets

Ratio of expenses to average .65% E .67% E .66% E .80% E 1.06% E
net assets after expense
reductions

Ratio of net investment .56% .46% .43% 1.24% 2.31%
income to average net assets

Portfolio turnover rate 78% 121% 176% 205% 87%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
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 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.

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1999

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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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
and settlement date 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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

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.

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,
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.

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

2. OPERATING POLICIES - CONTINUED

FOREIGN CURRENCY CONTRACTS - CONTINUED

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.

CENTRAL CASH FUNDS. Pursuant to an Exemptive Order issued by the SEC,
the fund may invest in the Taxable Central Cash Fund and the Central
Cash Collateral Fund(the Cash Funds) managed by Fidelity Investments
Money Management, Inc. (FIMM), an affiliate of FMR. The Cash Funds are
open-end money market funds available only to investment companies and
other accounts managed by FMR and its affiliates. The Cash Funds seek
preservation of capital, liquidity, and current income. Income
distributions from the Cash Funds are declared daily and paid monthly
from net interest income. Income distributions earned by the fund are
recorded as either interest income or security lending 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 $2,044,791,000 and $2,271,153,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

based on the monthly average net assets of all the mutual funds
advised by FMR. The rates ranged from .2167% 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.

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 $255,000.

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 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 $210,000 for the
period.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral.

5. SECURITY LENDING - CONTINUED

At period end, the value of the securities loaned amounted to
$29,064,000. The fund received cash collateral of $30,030,000 which
was invested in the Central Cash Collateral Fund.

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 $491,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, 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 $44,000, 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> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH
AFFILIATED COMPANIES

AMOUNTS IN THOUSANDS AFFILIATE PURCHASE COST SALES COST DIVIDEND INCOME VALUE

4Front Technologies, Inc. $ - $ - $ - $ 13,842

Advanced Communications - - - 8,048
Group, Inc.

Barbeques Galore Ltd. - - - 1,454
sponsored ADR

Big Buck Brew & Steakhouse, - - - 1,078
Inc.

Catalyst International, Inc. - 428 - 4,501

Coachmen Industries, Inc. 393 1,834 176 -

Gadzooks, Inc. - 1,117 - -

HMT Technology Corp. 3,222 16,035 - -

Perry Ellis International, 487 744 - 4,370
Inc.

Mercer International, Inc. - - 45 4,265
(SBI)

Pegasus Systems, Inc. 23,270 - - 50,723

Quaker Fabric Corp. - 8,878 - 3,682

TOTALS $ 27,372 $ 29,036 $ 221 $ 91,963

</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, 1999, 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, 1999 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
December 7, 1999

DISTRIBUTIONS

The Board of Trustees of Fidelity Capital Appreciation Fund voted to
pay on December 6, 1999, to shareholders of record at the opening of
business on December 3, 1999, a distribution of $1.49 per share
derived from capital gains realized from sales of portfolio securities
and a dividend of $.57 per share from net investment income.

A total of 100% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 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 Automated Service Telephone 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)FIDELITY AUTOMATED
SERVICE TELEPHONE (FASTSM)

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 EarthLink Sprint at
1-800-288-2967, and be sure to ask for registration number SMD004 to
receive a special Fidelity package that includes 30 days of free
Internet access. EarthLink is North America's #1 independent Internet
access provider.

(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 1-800-544-0240 or visit our Web site for more information on how to
manage your investments via your PC.

* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD
AND RETURN WILL VARY AND,
EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS MEANS
THAT YOU MAY HAVE A
GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO ASSURANCE THAT
MONEY MARKET FUNDS WILL BE
ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN INVESTMENT IN A MONEY
MARKET FUND IS NOT INSURED
OR GUARANTEED BY THE U.S. GOVERNMENT. TOTAL RETURNS ARE HISTORICAL AND
INCLUDE CHANGES IN SHARE
PRICE, REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS, AND THE EFFECTS OF
ANY SALES CHARGES.

TO VISIT FIDELITY

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

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

455 Market Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

3 Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

1 West Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

470 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

MICHIGAN

280 North Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

MINNESOTA

7600 France Avenue South
Edina, MN

MISSOURI

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

200 North Broadway
St. Louis, MO

NEW JERSEY

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 Franklin Avenue
Garden City, NY

999 Walt Whitman Road
Melville, L.I., NY

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

OHIO

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

OREGON

16850 SW 72 Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

TENNESSEE

6150 Poplar Road
Memphis, TN

TEXAS

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

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

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 Colinas Blvd.
Irving, TX 75039-5587

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 Colinas Blvd.
Irving, TX 75039-5587

GENERAL CORRESPONDENCE

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

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
Harry W. Lange, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, 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
Abigail P. Johnson
Ned C. Lautenbach

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

* INDEPENDENT TRUSTEES

CAF-ANN-1299 88215
1.538293.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund(registered trademark)
Contrafund(registered trademark) II
Disciplined Equity Fund
Dividend 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 Fund(registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
TechnoQuant(registered trademark) Growth Fund
Trend Fund
Value Fund

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-6666
Account Assistance 1-800-544-6666
Product Information 1-800-544-6666
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)
Fidelity Automated Service
Telephone (FASTSM) 1-800-544-5555

AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDLEITY_LOGOS)(registered trademark)

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

FIDELITY(REGISTERED TRADEMARK)
DISCIPLINED EQUITY
FUND

ANNUAL REPORT
OCTOBER 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 19 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 23 Notes to the financial
statements.

REPORT OF INDEPENDENT 27 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 28

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

PERIODS ENDED OCTOBER 31, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY DISCIPLINED EQUITY 27.69% 166.86% 403.56%

S&P 500 (registered trademark) 25.67% 217.79% 415.36%

Growth Funds Average 29.14% 164.44% 330.83%

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 market capitalization-weighted 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 Inc. The past one year average represents a peer
group of 1,099 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges. Lipper has created new comparison categories that group funds
according to portfolio characteristics and capitalization, as well as
by capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED OCTOBER 31, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY DISCIPLINED EQUITY 27.69% 21.69% 17.55%

S&P 500 25.67% 26.02% 17.82%

Growth Funds Average 29.14% 20.94% 15.30%

$10,000 OVER 10 YEARS

Disciplined Equity S&P 500
00315 SP001
1989/10/31 10000.00 10000.00
1989/11/30 10143.40 10204.00
1989/12/31 10403.10 10448.90
1990/01/31 9679.80 9747.78
1990/02/28 9910.64 9873.52
1990/03/31 10310.76 10135.17
1990/04/30 10018.37 9881.79
1990/05/31 10941.72 10845.27
1990/06/30 11057.14 10771.52
1990/07/31 11018.66 10737.05
1990/08/31 9949.11 9766.42
1990/09/30 9379.71 9290.79
1990/10/31 9248.91 9250.84
1990/11/30 9987.59 9848.45
1990/12/31 10322.03 10123.22
1991/01/31 10928.28 10564.59
1991/02/28 11802.23 11319.96
1991/03/31 12085.67 11593.90
1991/04/30 12195.90 11621.73
1991/05/31 12668.31 12123.79
1991/06/30 12006.94 11568.52
1991/07/31 12605.32 12107.61
1991/08/31 12904.51 12394.56
1991/09/30 12857.27 12187.57
1991/10/31 13180.08 12350.89
1991/11/30 12684.05 11853.15
1991/12/31 14040.34 13209.15
1992/01/31 14327.41 12963.46
1992/02/29 14675.38 13131.98
1992/03/31 14492.70 12875.91
1992/04/30 14675.38 13254.46
1992/05/31 14701.48 13319.41
1992/06/30 14553.59 13120.95
1992/07/31 15249.52 13657.59
1992/08/31 14884.16 13377.61
1992/09/30 14979.85 13535.47
1992/10/31 15023.34 13582.84
1992/11/30 15562.69 14046.02
1992/12/31 15897.34 14218.78
1993/01/31 16204.67 14338.22
1993/02/28 16102.23 14533.22
1993/03/31 16595.82 14839.87
1993/04/30 16046.35 14480.75
1993/05/31 16539.94 14868.83
1993/06/30 16837.96 14911.95
1993/07/31 16754.14 14852.30
1993/08/31 17517.81 15415.20
1993/09/30 18067.28 15296.51
1993/10/31 18141.78 15613.15
1993/11/30 17583.00 15464.82
1993/12/31 18112.77 15651.94
1994/01/31 18999.48 16184.11
1994/02/28 18770.33 15745.52
1994/03/31 17833.80 15059.02
1994/04/30 18361.84 15251.77
1994/05/31 18252.25 15501.90
1994/06/30 17734.17 15122.10
1994/07/31 18172.54 15618.11
1994/08/31 19099.11 16258.45
1994/09/30 18551.14 15860.12
1994/10/31 18869.96 16216.97
1994/11/30 18302.06 15626.35
1994/12/31 18657.41 15858.09
1995/01/31 18366.21 16269.29
1995/02/28 19271.00 16903.30
1995/03/31 19749.40 17402.12
1995/04/30 20258.99 17914.61
1995/05/31 20882.99 18630.66
1995/06/30 21818.98 19063.45
1995/07/31 23139.76 19695.59
1995/08/31 23222.96 19745.03
1995/09/30 24169.35 20578.27
1995/10/31 23961.35 20504.81
1995/11/30 24314.95 21404.97
1995/12/31 24070.05 21817.23
1996/01/31 24489.88 22559.89
1996/02/29 24758.10 22769.02
1996/03/31 24874.72 22988.28
1996/04/30 25376.18 23327.13
1996/05/31 26040.90 23928.73
1996/06/30 25667.72 24019.90
1996/07/31 24233.32 22958.70
1996/08/31 24723.11 23442.90
1996/09/30 25900.96 24762.27
1996/10/31 26670.64 25445.21
1996/11/30 28175.02 27368.62
1996/12/31 27707.64 26826.44
1997/01/31 29304.22 28502.56
1997/02/28 29040.22 28726.02
1997/03/31 28047.07 27545.67
1997/04/30 29077.93 29190.15
1997/05/31 30938.52 30967.24
1997/06/30 32321.39 32354.57
1997/07/31 35426.55 34929.03
1997/08/31 33729.40 32972.30
1997/09/30 36105.41 34778.20
1997/10/31 34848.26 33616.60
1997/11/30 36080.27 35172.72
1997/12/31 36936.90 35776.63
1998/01/31 36965.47 36172.32
1998/02/28 39865.00 38781.07
1998/03/31 41978.94 40767.05
1998/04/30 42721.68 41177.16
1998/05/31 41693.28 40469.33
1998/06/30 42778.82 42113.19
1998/07/31 41750.41 41664.69
1998/08/31 35451.43 35640.81
1998/09/30 37179.72 37923.96
1998/10/31 39436.50 41008.69
1998/11/30 41450.46 43494.23
1998/12/31 44999.23 46000.37
1999/01/31 47193.94 47924.10
1999/02/28 45567.10 46434.62
1999/03/31 47209.29 48292.47
1999/04/30 47746.46 50162.84
1999/05/31 46840.95 48978.49
1999/06/30 49757.00 51696.80
1999/07/31 49081.70 50082.83
1999/08/31 49097.05 49834.92
1999/09/30 47961.33 48468.94
1999/10/29 50355.55 51536.05
IMATRL PRASUN SHR__CHT 19991031 19991109 151933 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Disciplined Equity Fund on October 31, 1989. As
the chart shows, by October 31, 1999, the value of the investment
would have grown to $50,356 - a 403.56% 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 $51,536 - a
415.36% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER MULTI-CAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTI-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF OCTOBER 31, 1999, THE ONE
YEAR, FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE MULTI-CAP CORE FUNDS ARE 23.12%, 148.63%, 299.18%, AND
23.12%, 19.79%, 14.57%, RESPECTIVELY; AND THE ONE YEAR, FIVE YEAR AND
10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR THE MULTI-CAP
SUPERGROUP AVERAGE ARE 24.64%, 146.34%, 301.60%, AND 24.64%, 19.46%,
14.60%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(photograph of Bradford Lewis)

An interview with Bradford Lewis, Portfolio Manager of Fidelity
Disciplined Equity Fund

Q. HOW DID THE FUND PERFORM, BRAD?

A. For the 12 months that ended October 31, 1999, the fund returned
27.69%. During the same time period, the Standard & Poor's 500 Index
returned 25.67% and the growth funds average tracked by Lipper Inc.
returned 29.14%.

Q. WHY DID THE FUND OUTPERFORM THE S&P 500, BUT LAG THE LIPPER PEER
GROUP DURING THE PERIOD?

A. Decent stock selection and an emphasis on larger-capitalization
stocks with superior earnings power helped the fund to outpace the S&P
500 index. However, the fund slightly trailed the Lipper growth funds
average because of that group's much heavier weighting in technology
stocks, which performed very well for most of the year.

Q. WHICH INDIVIDUAL HOLDINGS PERFORMED WELL?

A. General Electric was a major contributor as the company continued
to enjoy accelerating revenue growth and increasing profit margins. GE
also was able to contain the growth of its outstanding shares, which
helped its stock price during the period. Another winner was
Microsoft, whose financial numbers continued to dazzle Wall Street.
For its first quarter ended in September, Microsoft reported revenue
growth of more than 28%, its pretax margins inched up to a record
61.6%, and the company had more than $18 billion in cash on its
balance sheet with no debt. Also contributing to performance was
Lexmark International, a manufacturer of desktop printers. The company
reported outstanding earnings growth during the period and its stock
benefited from rising earnings estimates. In addition, Wal-Mart had
another great year with sales growth of more than 15% and earnings
growth of more than 22%. Lucent Technologies also easily outperformed
the market - thanks to accelerating revenue and earnings growth.

Q. WHICH STOCKS DETRACTED FROM THE FUND'S PERFORMANCE?

A. Despite rising revenues and earnings over the past three quarters,
Philip Morris' stock price was buried by a tidal wave of negative
market sentiment. The company's respectable financials drowned amidst
continued tobacco litigation. Another detractor was Schering-Plough.
The company delivered strong revenue and earnings growth, but was
dragged down by a renewed attack on the profit margins of
pharmaceutical companies. The biggest culprit was a proposal for
Medicare to embrace drug distribution for the elderly, which would
quickly create price ceilings on many drugs. Finally, H.J. Heinz
performed poorly because of flat earnings growth and a sizable
write-off in its April quarter. The fund sold its position in Heinz by
the end of the period.

Q. WHY DID TECHNOLOGY STOCKS DO SO WELL?

A. Technology stocks enjoyed better-than-average earnings growth as we
witnessed a recovery in Asia after that market's collapse in 1998. In
addition, nearly any technology company that could be remotely tied to
the Internet saw its stock price appreciate.

Q. IN THE REPORT TO SHAREHOLDERS SIX MONTHS AGO, YOU DISCUSSED THE
HIGH VALUATION OF INTERNET STOCKS. HAVE YOUR VIEWS ON THIS GROUP
CHANGED?

A. Internet stocks were exceptionally volatile during the period. As a
group, they modestly underperformed the S&P 500 since I discussed them
in the shareholder report six months ago. The fund has accumulated
several Internet stocks that I believe have respectable financials,
but I continue to be amazed at the staggering quarterly bottom-line
losses posted by most companies in this sector. I continue to believe
that the market will eventually lose patience with the decelerating
sales growth and virtually non-existent cash flow of many of these
companies.

Q. WHY DID THE FUND REDUCE ITS FINANCIAL AND HEALTH CARE HOLDINGS?

A. Both of these sectors had a tough year and their weightings fell in
the fund, as well as in the S&P 500. Interest rates on Treasury bills
and 30-year bonds rose substantially this fiscal year - an unfavorable
trend for most financial stocks. Meanwhile, health care stocks
suffered because of an assault on health maintenance organizations
(HMOs) and the aforementioned troubles of the pharmaceutical
companies.

Q. WHAT'S YOUR OUTLOOK?

A. My econometric models are moderately positive on the market. The
rise in interest rates is decelerating, the broad market is still well
below its highs, insiders are buying and I believe there are many
opportunities among medium-sized companies with favorable
price-to-earnings ratios and growth rates. On top of that, we are
entering the strongest months of both the annual seasonal cycle and
the four-year election cycle.

(checkmark)FUND FACTS

GOAL: to increase the value of
the fund's shares by investing
mainly in a diversified portfolio
of common stocks that the
manager determines, using
quantitative and fundamental
research, to be undervalued
compared to others in their
industries

FUND NUMBER: 315

TRADING SYMBOL: FDEQX

START DATE: December 28,
1988

SIZE: as of October 31, 1999,
more than $3.3 billion

MANAGER: Bradford Lewis,
since inception; manager,
Fidelity Stock Selector, since
1990; Fidelity Small Cap
Selector, since 1993;
joined Fidelity in 1985

BRAD LEWIS ON MANAGING A
PORTFOLIO AGAINST ITS INDEX:

"Since the performance of this
fund is measured against the S&P
500, it is extremely critical for me
to keep track of the evolving
characteristics of that index.
Generally speaking, a fund
manager needs to pay particular
attention to the market
capitalization of his or her
portfolio versus its benchmark
index. Over the past few years,
funds being compared to the S&P
500 that lacked positions in the
biggest 50 names in the index
were destined to take a 10-count
in the third round due to the
dominance of mega-cap stocks.
Unfortunately, many of these
mega-cap names are not exactly
cheap. Therefore, when deciding
which stocks to buy, the portfolio
manager needs to reconcile the
trade-off between the percent of
the fund allocated to mega-cap
stocks and individual stock
valuations.

"Industry weighting consideration
is also critical. A portfolio with no
current holdings in technology is
making an enormous index bet
given that technology currently
represents about 23% of the S&P
500. Imagine this possible scenario:
technology stocks continue their
run and return 50% over the next
year versus a flat return for the
remaining industries. A portfolio
void of technology names would
be 10 percentage points behind
the market strictly due to this one
negative industry bet. That is a
huge deficit to overcome with
stock selection. For that reason,
portfolio sector weightings should
not stray too far from those of the
benchmark."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF OCTOBER
31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

General Electric Co. 3.9 3.4

SBC Communications, Inc. 2.6 0.0

Wal-Mart Stores, Inc. 2.5 2.1

Fannie Mae 2.5 3.2

Texas Instruments, Inc. 2.4 0.0

Procter & Gamble Co. 2.4 0.0

Atlantic Richfield Co. 2.1 0.0

Motorola, Inc. 2.0 1.0

Applied Materials, Inc. 2.0 0.0

Cisco Systems, Inc. 2.0 0.9

24.4 10.6

TOP FIVE MARKET SECTORS AS OF
OCTOBER 31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 25.5 17.0

FINANCE 13.0 16.5

UTILITIES 9.7 10.2

HEALTH 8.8 10.8

NONDURABLES 8.1 5.9

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF OCTOBER 31, 1999 * AS OF APRIL 30, 1999 **

Stocks 97.5% Stocks 94.9%

Short-Term Investments and Short-Term Investments and
Net Other Assets 2.5% Net Other Assets 5.1%

* FOREIGN INVESTMENTS 0.9% ** FOREIGN INVESTMENTS 2.2%

Row: 1, Col: 1, Value: 97.5 Row: 1, Col: 1, Value: 94.90000000000001
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 2.5 Row: 1, Col: 8, Value: 5.1

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS OCTOBER 31, 1999

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 97.5%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 1.7%

AEROSPACE & DEFENSE - 1.5%

Advanced Aerodynamics & 150,000 $ 375
Structures, Inc. Class A (a)

United Technologies Corp. 818,900 49,543

49,918

SHIP BUILDING & REPAIR - 0.2%

General Dynamics Corp. 100,000 5,544

TOTAL AEROSPACE & DEFENSE 55,462

BASIC INDUSTRIES - 2.8%

CHEMICALS & PLASTICS - 0.8%

Ashland, Inc. 40,800 1,346

Avery Dennison Corp. 132,000 8,250

Dow Chemical Co. 55,400 6,551

Praxair, Inc. 227,000 10,612

26,759

PAPER & FOREST PRODUCTS - 2.0%

Champion International Corp. 149,000 8,614

International Paper Co. 748,700 39,400

Weyerhaeuser Co. 313,000 18,682

66,696

TOTAL BASIC INDUSTRIES 93,455

CONSTRUCTION & REAL ESTATE -
0.3%

BUILDING MATERIALS - 0.3%

Masco Corp. 368,000 11,224

USG Corp. 10,000 496

11,720

DURABLES - 1.3%

AUTOS, TIRES, & ACCESSORIES -
0.7%

Delphi Automotive Systems 880,000 14,465
Corp.

Ford Motor Co. 93,200 5,114

TRW, Inc. 105,000 4,502

24,081

CONSUMER ELECTRONICS - 0.3%

Whirlpool Corp. 137,000 9,547

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

TEXTILES & APPAREL - 0.3%

NIKE, Inc. Class B 158,900 $ 8,968

TOTAL DURABLES 42,596

ENERGY - 6.8%

OIL & GAS - 6.8%

Amerada Hess Corp. 150,000 8,606

Atlantic Richfield Co. 759,000 70,729

Chevron Corp. 536,000 48,944

Kerr-McGee Corp. 200,000 10,750

Mobil Corp. 421,600 40,684

Texaco, Inc. 650,000 39,894

The Coastal Corp. 45,100 1,900

Vastar Resources, Inc. 80,000 4,725

226,232

FINANCE - 13.0%

BANKS - 3.6%

AmSouth Bancorp. 334,575 8,615

Chase Manhattan Corp. 666,000 58,192

Comerica, Inc. 50,500 3,002

SouthTrust Corp. 117,000 4,680

UnionBanCal Corp. 112,000 4,865

Wells Fargo & Co. 800,000 38,300

117,654

CREDIT & OTHER FINANCE - 2.3%

American Express Co. 150,000 23,100

Citigroup, Inc. 540,000 29,228

Concord EFS, Inc. (a) 250,000 6,766

Providian Financial Corp. 160,100 17,451

76,545

FEDERAL SPONSORED CREDIT - 2.5%

Fannie Mae 1,179,000 83,414

INSURANCE - 2.9%

AFLAC, Inc. 274,000 14,008

Ambac Financial Group, Inc. 72,400 4,326

American International Group, 279,996 28,822
Inc.

Annuity & Life Re Holdings 2,800 66
Ltd.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

INSURANCE - CONTINUED

CIGNA Corp. 312,000 $ 23,322

Marsh & McLennan Companies, 215,000 16,998
Inc.

MGIC Investment Corp. 162,000 9,680

97,222

SAVINGS & LOANS - 0.2%

Golden West Financial Corp. 61,000 6,817

SECURITIES INDUSTRY - 1.5%

AXA Financial, Inc. 621,700 19,933

Lehman Brothers Holdings, 391,000 28,812
Inc.

Merrill Lynch & Co., Inc. 30,000 2,355

51,100

TOTAL FINANCE 432,752

HEALTH - 8.8%

DRUGS & PHARMACEUTICALS - 5.4%

Allergan, Inc. 58,200 6,249

Amgen, Inc. (a) 683,000 54,469

Biogen, Inc. (a) 415,000 30,762

Chiron Corp. (a) 234,000 6,684

Pfizer, Inc. 1,432,000 56,564

Schering-Plough Corp. 543,400 26,898

181,626

MEDICAL EQUIPMENT & SUPPLIES
- - 2.2%

Abbott Laboratories 527,000 21,278

Johnson & Johnson 358,000 37,501

VISX, Inc. (a) 213,000 13,326

72,105

MEDICAL FACILITIES MANAGEMENT
- - 1.2%

Columbia/HCA Healthcare Corp. 572,900 13,821

United HealthCare Corp. 500,000 25,844

39,665

TOTAL HEALTH 293,396

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - 6.2%

ELECTRICAL EQUIPMENT - 3.9%

General Electric Co. 946,000 $ 128,237

Plug Power, Inc. 1,800 29

128,266

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.3%

Illinois Tool Works, Inc. 179,000 13,112

Ingersoll-Rand Co. 218,200 11,401

Tyco International Ltd. 1,336,000 53,357

77,870

TOTAL INDUSTRIAL MACHINERY & 206,136
EQUIPMENT

MEDIA & LEISURE - 5.3%

BROADCASTING - 0.6%

Spanish Broadcasting System, 3,500 93
Inc. Class A

Time Warner, Inc. 219,000 15,262

Univision Communications, 75,100 6,388
Inc. Class A (a)

21,743

ENTERTAINMENT - 1.2%

Carnival Corp. 551,000 24,520

Royal Carribean Cruises Ltd. 275,000 14,592

39,112

PUBLISHING - 1.9%

Gannet Co., Inc. 322,000 24,834

McGraw-Hill Companies, Inc. 398,800 23,778

Times Mirror Co. Class A 52,000 3,751

Tribune Co. 173,000 10,380

62,743

RESTAURANTS - 1.6%

McDonald's Corp. 1,292,000 53,295

TOTAL MEDIA & LEISURE 176,893

NONDURABLES - 8.1%

BEVERAGES - 1.2%

Anheuser-Busch Companies, 545,500 39,174
Inc.

FOODS - 4.0%

Bestfoods 279,000 16,391

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

FOODS - CONTINUED

ConAgra, Inc. 555,000 $ 14,465

General Mills, Inc. 200,000 17,438

Quaker Oats Co. 799,000 55,930

Ralston Purina Co. 330,500 10,390

Sara Lee Corp. 376,000 10,176

Sysco Corp. 187,000 7,188

131,978

HOUSEHOLD PRODUCTS - 2.4%

Procter & Gamble Co. 765,000 80,229

TOBACCO - 0.5%

Philip Morris Companies, Inc. 649,100 16,349

TOTAL NONDURABLES 267,730

PRECIOUS METALS - 0.2%

Barrick Gold Corp. 400,000 7,352

RETAIL & WHOLESALE - 6.1%

APPAREL STORES - 0.4%

Ross Stores, Inc. 242,900 5,010

TJX Companies, Inc. 321,100 8,710

13,720

GENERAL MERCHANDISE STORES -
4.0%

Dayton Hudson Corp. 652,000 42,136

Federated Department Stores, 151,700 6,476
Inc. (a)

Wal-Mart Stores, Inc. 1,500,000 85,031

133,643

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.7%

Best Buy Co., Inc. (a) 456,200 25,348

Home Depot, Inc. 217,100 16,391

Intimate Brands, Inc. Class A 57,225 2,346

Lowe's Companies, Inc. 154,300 8,487

Toys 'R' Us, Inc. (a) 132,800 1,876

54,448

TOTAL RETAIL & WHOLESALE 201,811

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - 0.5%

LEASING & RENTAL - 0.1%

Hertz Corp. Class A 87,500 $ 3,795

PRINTING - 0.4%

Creo Products, Inc. (a) 4,100 106

Valassis Communications, Inc. 259,500 11,159
(a)

11,265

TOTAL SERVICES 15,060

TECHNOLOGY - 25.5%

COMMUNICATIONS EQUIPMENT - 5.8%

ADC Telecommunications, Inc. 513,000 24,464
(a)

Cisco Systems, Inc. (a) 886,000 65,564

Lucent Technologies, Inc. 835,600 53,687

MCKCommunications, Inc. (a) 600 14

Tellabs, Inc. (a) 765,200 48,399

192,128

COMPUTER SERVICES & SOFTWARE
- - 4.2%

Aether Systems, Inc. 1,000 70

Akamai Technologies, Inc. 1,200 174

America Online, Inc. (a) 207,000 26,845

BackWeb Technologies Ltd. 1,700 36

BSQUARE Corp. 1,500 59

China.com Corp. Class A 300 16

Computer Sciences Corp. (a) 328,000 22,530

Data Return Corp. 1,800 27

Intertrust Technologies Corp. 1,500 82

Microsoft Corp. (a) 707,200 65,460

NaviSite, Inc. 700 33

Predictive Systems, Inc. 600 26

RADWARE Ltd. (a) 700 36

Synopsys, Inc. (a) 95,000 5,920

Unisys Corp. (a) 468,500 11,361

VERITAS Software Corp. (a) 71,600 7,724

ZapMe! Corp. 3,500 26

140,425

COMPUTERS & OFFICE EQUIPMENT
- - 3.9%

Crossroads Systems, Inc. 1,000 71

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - CONTINUED

EMC Corp. (a) 365,400 $ 26,674

Hewlett-Packard Co. 396,000 29,329

International Business 241,200 23,728
Machines Corp.

Lexmark International Group, 414,000 32,318
Inc. Class A (a)

Sun Microsystems, Inc. (a) 150,000 15,872

Sycamore Networks, Inc. 1,000 215

128,207

ELECTRONIC INSTRUMENTS - 2.3%

Applied Materials, Inc. (a) 735,000 66,012

KLA-Tencor Corp. (a) 144,900 11,474

77,486

ELECTRONICS - 9.3%

Altera Corp. (a) 290,700 14,135

Conexant Systems, Inc. (a) 78,800 7,358

Intel Corp. 516,400 39,989

JNI Corp. 800 43

LSI Logic Corp. (a) 233,100 12,398

Micron Technology, Inc. (a) 401,400 28,625

Motorola, Inc. 697,000 67,914

National Semiconductor Corp. 67,500 2,021
(a)

PMC-Sierra, Inc. (a) 89,500 8,435

Solectron Corp. (a) 215,500 16,216

Texas Instruments, Inc. 900,000 80,775

Xilinx, Inc. (a) 400,000 31,450

309,359

TOTAL TECHNOLOGY 847,605

TRANSPORTATION - 1.2%

RAILROADS - 1.2%

Burlington Northern Santa Fe 622,000 19,826
Corp.

Union Pacific Corp. 352,000 19,624

39,450

UTILITIES - 9.7%

CELLULAR - 2.0%

ALLTEL Corp. 167,000 13,903

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

CELLULAR - CONTINUED

Nextel Communications, Inc. 150,000 $ 12,928
Class A (a)

QUALCOMM, Inc. (a) 176,000 39,204

Triton PCS Holdings, Inc. 2,100 74
Class A

66,109

ELECTRIC UTILITY - 3.6%

AES Corp. (a) 216,000 12,191

DTE Energy Co. 623,000 20,676

Energy East Corp. 466,000 11,708

FirstEnergy Corp. 95,000 2,476

FPL Group, Inc. 442,000 22,238

GPU, Inc. 345,200 11,715

PP&L Resources, Inc. 226,000 6,116

Public Service Enterprise 838,000 33,153
Group, Inc.

120,273

GAS - 1.1%

El Paso Energy Corp. 142,000 5,822

Enron Corp. 748,000 29,873

35,695

TELEPHONE SERVICES - 3.0%

Allied Riser Communications 5,500 100
Corp.

BellSouth Corp. 300,000 13,500

SBC Communications, Inc. 1,696,324 86,407

100,007

TOTAL UTILITIES 322,084

TOTAL COMMON STOCKS 3,239,734
(Cost $2,616,890)

CASH EQUIVALENTS - 4.0%

SHARES VALUE (NOTE 1) (000S)

Taxable Central Cash Fund, 131,012,173 $ 131,012
5.21% (b) (Cost $131,012)

TOTAL INVESTMENT PORTFOLIO - 3,370,746
101.5%
(Cost $2,747,902)

NET OTHER ASSETS - (1.5)% (48,529)

NET ASSETS - 100% $ 3,322,217

</TABLE>

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

At October 31, 1999, the aggregate cost
of investment securities for income tax purposes was $2,753,738,000.
Net unrealized appreciation aggregated $617,008,000, of which
$663,632,000 related to appreciated investment securities and
$46,624,000 related to depreciated investment securities.

The fund hereby designates approxi-
mately $203,440,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) OCTOBER 31, 1999

ASSETS

Investment in securities, at $ 3,370,746
value (cost $2,747,902) -
See accompanying schedule

Receivable for investments 306,973
sold

Receivable for fund shares 2,114
sold

Dividends receivable 2,836

Interest receivable 347

Other receivables 452

TOTAL ASSETS 3,683,468

LIABILITIES

Payable for investments $ 356,568
purchased

Payable for fund shares 3,174
redeemed

Accrued management fee 1,027

Other payables and accrued 482
expenses

TOTAL LIABILITIES 361,251

NET ASSETS $ 3,322,217

Net Assets consist of:

Paid in capital $ 2,136,731

Undistributed net investment 23,340
income

Accumulated undistributed net 539,302
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 622,844
(depreciation) on investments

NET ASSETS, for 101,256 $ 3,322,217
shares outstanding

NET ASSET VALUE, offering $32.81
price and redemption price
per share ($3,322,217
(divided by) 101,256 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME $ 38,673
Dividends

Interest 6,528

TOTAL INCOME 45,201

EXPENSES

Management fee Basic fee $ 18,461

Performance adjustment (5,161)

Transfer agent fees 6,190

Accounting fees and expenses 880

Non-interested trustees' 12
compensation

Custodian fees and expenses 60

Registration fees 49

Audit 52

Legal 19

Total expenses before 20,562
reductions

Expense reductions (783) 19,779

NET INVESTMENT INCOME 25,422

REALIZED AND UNREALIZED GAIN 539,184
(LOSS)
Net realized gain (loss) on
investment securities

Change in net unrealized 188,380
appreciation (depreciation)
on investment securities

NET GAIN (LOSS) 727,564

NET INCREASE (DECREASE) IN $ 752,986
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1999 YEAR ENDED OCTOBER 31, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 25,422 $ 31,427
income

Net realized gain (loss) 539,184 275,380

Change in net unrealized 188,380 11,152
appreciation (depreciation)

NET INCREASE (DECREASE) IN 752,986 317,959
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (22,198) (21,463)
From net investment income

From net realized gain (183,652) (283,354)

TOTAL DISTRIBUTIONS (205,850) (304,817)

Share transactions Net 599,096 1,204,102
proceeds from sales of shares

Reinvestment of distributions 198,151 297,889

Cost of shares redeemed (823,238) (1,072,145)

NET INCREASE (DECREASE) IN (25,991) 429,846
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 521,145 442,988
IN NET ASSETS

NET ASSETS

Beginning of period 2,801,072 2,358,084

End of period (including $ 3,322,217 $ 2,801,072
undistributed net investment
income of $23,340 and
$29,680, respectively)

OTHER INFORMATION
Shares

Sold 19,580 43,592

Issued in reinvestment of 7,237 11,427
distributions

Redeemed (27,001) (38,633)

Net increase (decrease) (184) 16,386

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

YEARS ENDED OCTOBER 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning $ 27.61 $ 27.72 $ 22.87 $ 23.04 $ 18.94
of period

Income from Investment
Operations

Net investment income .25 B .31 B .32 B .26 .30

Net realized and unrealized 6.99 3.13 6.25 2.10 4.57
gain (loss)

Total from investment 7.24 3.44 6.57 2.36 4.87
operations

Less Distributions

From net investment income (.22) (.25) (.23) (.30) (.25)

From net realized gain (1.82) (3.30) (1.49) (2.23) (.52)

Total distributions (2.04) (3.55) (1.72) (2.53) (.77)

Net asset value, end of period $ 32.81 $ 27.61 $ 27.72 $ 22.87 $ 23.04

TOTAL RETURN A 27.69% 13.17% 30.66% 11.31% 26.98%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 3,322 $ 2,801 $ 2,358 $ 2,146 $ 2,088
(in millions)

Ratio of expenses to average .65% .67% .69% .81% .96%
net assets

Ratio of expenses to average .62% C .64% C .64% C .75% C .93% C
net assets after expense
reductions

Ratio of net investment .80% 1.10% 1.28% 1.22% 1.81%
income to average net assets

Portfolio turnover rate 113% 125% 127% 297% 221%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
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.

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1999

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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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.

INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

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."

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, 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.

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.

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. 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.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $3,433,219,000 and $3,657,731,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

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 .42% of average net assets after the performance
adjustment.

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.

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 $724,000 under this arrangement.

In addition, through an arrangement with the fund's transfer agent,
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 $59,000 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, 1999, 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 audit of these financial statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audit, which included confirmation of securities at October
31, 1999 by correspondence with the custodian and brokers, provides a
reasonable basis for the opinion expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
December 7, 1999

DISTRIBUTIONS

The Board of Trustees of Fidelity Disciplined Equity Fund voted to pay
on December 6, 1999, to shareholders of record at the opening of
business on December 3, 1999, a distribution of $4.90 per share
derived from capital gains realized from sales of portfolio securities
and a dividend of $.27 per share from net investment income.

A total of 100% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FASTSM)

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

(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)

TO VISIT FIDELITY

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

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

455 Market Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

3 Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

1 West Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

470 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

MICHIGAN

280 North Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

MINNESOTA

7600 France Avenue South
Edina, MN

MISSOURI

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

200 North Broadway
St. Louis, MO

NEW JERSEY

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 Franklin Avenue
Garden City, NY

999 Walt Whitman Road
Melville, L.I., NY

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

OHIO

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

OREGON

16850 SW 72 Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

TENNESSEE

6150 Poplar Road
Memphis, TN

TEXAS

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

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
Robert A. Lawrence, Vice President
Bradford F. Lewis, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead
Ned C. Lautenbach

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

*INDEPENDENT TRUSTEES

FDE-ANN-1299 88216
1.538372.102

CUSTODIAN
State Street Bank and Trust
North Quincy, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund (registered trademark)
Contrafund (registered trademark) II
Disciplined Equity Fund
Dividend 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 Fund(registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
TechnoQuant(registered trademark) Growth Fund
Trend Fund
Value Fund

AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)

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

FIDELITY(REGISTERED TRADEMARK)
STOCK SELECTOR

ANNUAL REPORT
OCTOBER 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 19 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 23 Notes to the financial
statements.

REPORT OF INDEPENDENT 27 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 28

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

PERIODS ENDED OCTOBER 31, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY STOCK SELECTOR 29.15% 158.05% 473.08%

S&P 500 (registered trademark) 25.67% 217.79% 454.70%

Growth Funds Average 29.14% 164.44% 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(registered trademark) - a market capitalization-weighted 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 Inc. The past one year average represents a peer
group of 1,159 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges. Lipper has created new comparison categories that group funds
according to portfolio characteristics and capitalization, as well as
by capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED OCTOBER 31, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY STOCK SELECTOR 29.15% 20.88% 21.19%

S&P 500 25.67% 26.02% 20.76%

Growth Funds Average 29.14% 20.94% n/a

$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
1998/10/31 44374.13 44139.06
1998/11/30 46978.59 46814.33
1998/12/31 50954.05 49511.77
1999/01/31 53527.49 51582.35
1999/02/28 51202.52 49979.17
1999/03/31 53190.28 51978.84
1999/04/30 55160.29 53991.98
1999/05/31 53633.97 52717.23
1999/06/30 57183.54 55643.03
1999/07/31 57201.29 53905.86
1999/08/31 56846.33 53639.02
1999/09/30 55178.03 52168.78
1999/10/29 57307.78 55470.02
IMATRL PRASUN SHR__CHT 19991031 19991112 110946 R00000000000112

$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, 1999, the value of
the investment would have grown to $57,308 - a 473.08% 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 $55,470 - a
454.70% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER MULTI CAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTI CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF OCTOBER 31, 1999, ONE YEAR,
AND FIVE YEAR CUMULATIVE TOTAL RETURNS FOR THE MULTI CAP CORE FUNDS
AVERAGE ARE 23.12% AND 148.63%, RESPECTIVELY. THE ONE YEAR AND FIVE
YEAR AVERAGE ANNUAL TOTAL RETURNS ARE 23.12% AND 19.79%, RESPECTIVELY.
THE ONE YEAR AND FIVE YEAR CUMULATIVE TOTAL RETURNS FOR THE MULTI CAP
SUPERGROUP AVERAGE ARE, 24.64% AND 146.34%, RESPECTIVELY. THE ONE YEAR
AND FIVE YEAR AVERAGE ANNUAL TOTAL RETURNS ARE 24.64% AND 19.46%,
RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(photograph of Bradford Lewis)

An interview with Bradford Lewis, Portfolio Manager of Fidelity Stock
Selector Fund

Q. HOW DID THE FUND PERFORM, BRAD?

A. For the 12 months that ended October 31, 1999, the fund returned
29.15%. During the same time period, the Standard & Poor's 500 Index
returned 25.67% and the growth funds average tracked by Lipper Inc.
returned 29.14%.

Q. WHAT HELPED THE FUND OUTPERFORM THE BENCHMARK AND KEEP PACE WITH
ITS PEER GROUP DURING THE PERIOD?

A. Decent stock selection and an emphasis on larger-capitalization
stocks with superior earnings power helped the fund to generate strong
returns over the past year.

Q. WHICH INDIVIDUAL HOLDINGS HELPED PERFORMANCE?

A. Apple Computer made the biggest contribution to the fund with a
return of 112%. It really helped that Apple was one of the fund's
top-five holdings. The company enjoyed rising earnings estimates
during the period and investors seemed enthused by its new product
announcements. Best Buy, another top-five holding in the fund, was
also a big winner. This electronics retailer enjoyed accelerating
revenue and earnings growth, along with rising earnings estimates. In
addition, Microsoft's financial numbers continued to dazzle Wall
Street. For its first fiscal quarter ended in September, the company's
revenue growth remained above 28%, its pretax margins inched up to a
record 61.6% and the company had more than $18 billion of cash on the
balance sheet with no debt.

Q. THE FUND'S TECHNOLOGY HOLDINGS, ALONG WITH ITS RETAIL AND WHOLESALE
STOCKS, SEEMED TO PROVIDE A WINNING COMBINATION. CAN YOU EXPLAIN WHY?

A. Stock selection in the retail and technology sectors accounted for
a great deal of the fund's excellent performance. The fund's retail
stocks were up more than 50%, versus only 28.6% for the S&P 500's
retail stocks. Also, an overweighted position in the retail sector
versus the S&P 500 helped the fund to outpace that benchmark during
the period. On top of that, the fund's technology stocks returned
about 82%, versus 65.7% for the technology stocks in the S&P 500.
Regrettably, the fund was modestly underweighted in technology stocks
relative to the S&P 500 during the year. It is also worth noting that
the virtual absence of nondurables in the fund helped performance
during the period. Nondurables represented about 8% of the S&P 500,
but were down over 5% during the past year. This sector accounted for
only 0.7% of the fund at the end of the period, and these holdings
were off only 2.4% during the past year.

Q. WHICH STOCKS DETRACTED FROM THE FUND'S PERFORMANCE?

A. One of the fund's underperformers was Schering-Plough. The company
delivered strong revenue and earnings growth, but was dragged down by
a renewed attack on the profit margins of pharmaceutical companies.
The biggest culprit was a proposal for Medicare to embrace drug
distribution for the elderly, which would quickly create price
ceilings on many drugs. Another stock that was hurt from guilt by
association was Freddie Mac. The company posted excellent revenue and
earnings growth over the past 12 months, while positioning itself to
be relatively immune to fluctuating interest rates. However, Freddie
Mac's stock was beaten up with most of the other financial stocks in
this environment of rising interest rates. Finally, Maytag modestly
hurt the fund's performance. The company suffered from slowing sales
and earnings growth over the past year, which caused Wall Street
analysts to slash the company's earnings-per-share estimates for next
year. The fund sold its positions in Schering-Plough and Maytag by the
end of the period.

Q. WHAT'S YOUR OUTLOOK, BRAD?

A. My econometric models - which form the basis of my stock-picking
strategy - are moderately positive on the market. The rise in interest
rates is decelerating, the broad market is still well below its highs,
insiders are buying and I believe there are many opportunities among
medium-sized companies with favorable price-to-earnings ratios and
growth rates. On top of that, we are entering the strongest months of
both the annual seasonal cycle and the four-year election cycle.

(checkmark)FUND FACTS

GOAL: to increase the value of
the fund's shares by investing
mainly in a diversified
portfolio of common stocks
that the manager determines,
using quantitative and
fundamental research, to be
undervalued compared to
others in their industries

FUND NUMBER: 320

TRADING SYMBOL: FDSSX

START DATE: September 28,
1990

SIZE: as of October 31, 1999,
more than $1.6 billion

MANAGER: Bradford Lewis,
since inception; manager,
Fidelity Disciplined Equity,
since 1988; Fidelity Small
Cap Selector, since 1993;
joined Fidelity in 1985

BRAD LEWIS ON MANAGING A
PORTFOLIO AGAINST ITS INDEX:

"Since the performance of this
fund is measured against the S&P
500, it is extremely critical for me
to keep track of the evolving
characteristics of that index.
Generally speaking, a fund
manager needs to pay particular
attention to the market
capitalization of his or her portfolio
versus its benchmark index. Over
the past few years, funds being
compared to the S&P 500 that
lacked positions in the biggest 50
names in the index were destined to
take a 10-count in the third round
due to the dominance of mega-cap
stocks. Unfortunately, many of these
mega-cap names are not exactly
cheap. Therefore, when deciding
which stocks to buy, the portfolio
manager needs to reconcile the
trade-off between the percent of the
fund allocated to mega-cap stocks
and individual stock valuations.

"Industry weighting consideration
is also critical. A portfolio with no
current holdings in technology is
making an enormous index bet
given that technology currently
represents about 23% of the S&P 500.
Imagine this possible scenario:
Technology stocks continue their
run and return 50% over the next
year versus a flat return for the
remaining industries. A portfolio
void of technology names would be
10 percentage points behind the
market strictly due to this one
negative industry bet. That is a huge
deficit to overcome with stock
selection."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF OCTOBER
31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Dayton Hudson Corp. 3.3 3.3

NIKE, Inc. Class B 3.1 0.0

Best Buy Co., Inc. 3.1 2.8

Apple Computer, Inc. 2.9 2.3

Xilinx, Inc. 2.8 0.0

Atlantic Richfield Co. 2.8 0.0

Tyco International Ltd. 2.5 2.0

Lexmark International Group, 2.2 1.7
Inc. Class A

SBC Communications, Inc. 2.2 0.8

Bristol-Myers Squibb Co. 2.1 1.3

27.0 14.2

TOP FIVE MARKET SECTORS AS OF
OCTOBER 31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 26.3 17.9

RETAIL & WHOLESALE 14.4 13.7

FINANCE 11.0 13.1

HEALTH 9.0 10.7

INDUSTRIAL MACHINERY & 6.8 5.7
EQUIPMENT

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF OCTOBER 31, 1999 * AS OF APRIL 30, 1999 **

Stocks and Investment Stocks and Investment
Companies 99.3% Companies 93.8%

Short-Term Investments and Short-Term Investments and
Net Other Assets 0.7% Net Other Assets 6.2%

* FOREIGN INVESTMENTS 3.7% ** FOREIGN INVESTMENTS 5.1%

Row: 1, Col: 1, Value: 99.3 Row: 1, Col: 1, Value: 93.8
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 0.7000000000000001 Row: 1, Col: 8, Value: 6.2

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS OCTOBER 31, 1999

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 97.3%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 3.0%

AEROSPACE & DEFENSE - 2.5%

Advanced Aerodynamics & 150,000 $ 375
Structures, Inc. Class A (a)

Boeing Co. 450,000 20,728

United Technologies Corp. 348,000 21,054

42,157

SHIP BUILDING & REPAIR - 0.5%

General Dynamics Corp. 150,000 8,316

TOTAL AEROSPACE & DEFENSE 50,473

BASIC INDUSTRIES - 3.0%

METALS & MINING - 1.7%

Alcoa, Inc. 396,000 24,057

Commscope, Inc. (a) 100,000 3,988

28,045

PAPER & FOREST PRODUCTS - 1.3%

Champion International Corp. 116,000 6,706

Pentair, Inc. 54,700 2,058

Pope & Talbot, Inc. 27,600 400

Weyerhaeuser Co. 200,000 11,938

21,102

TOTAL BASIC INDUSTRIES 49,147

CONSTRUCTION & REAL ESTATE -
0.2%

BUILDING MATERIALS - 0.2%

Masco Corp. 17,000 519

USG Corp. 58,400 2,894

3,413

DURABLES - 5.2%

AUTOS, TIRES, & ACCESSORIES -
1.0%

Danaher Corp. 70,000 3,382

Ford Motor Co. 125,500 6,887

Navistar International Corp. 88,800 3,702
(a)

Toyota Motor Corp. 100,000 3,467

17,438

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

CONSUMER ELECTRONICS - 0.2%

Black & Decker Corp. 83,000 $ 3,569

TEXTILES & APPAREL - 4.0%

Brown Shoe Co., Inc. 80,000 1,425

McNaughton Apparel Group, 15,000 119
Inc. (a)

NIKE, Inc. Class B 900,000 50,794

Shaw Industries, Inc. 871,000 13,446

65,784

TOTAL DURABLES 86,791

ENERGY - 6.0%

OIL & GAS - 6.0%

Apache Corp. 75,000 2,925

Atlantic Richfield Co. 500,000 46,594

Chevron Corp. 100,000 9,131

Shell Transport & Trading Co. 300,000 2,294
PLC (Reg.)

The Coastal Corp. 318,000 13,396

Union Pacific Resources 1,663,900 24,127
Group, Inc.

Vintage Petroleum, Inc. 100,000 1,088

99,555

FINANCE - 11.0%

BANKS - 2.2%

Chase Manhattan Corp. 377,900 33,019

Unicredito Italiano Spa 300,000 1,407

UnionBanCal Corp. 42,222 1,834

36,260

CREDIT & OTHER FINANCE - 2.1%

American Express Co. 100,000 15,400

Citigroup, Inc. 360,000 19,485

34,885

FEDERAL SPONSORED CREDIT - 2.0%

Fannie Mae 268,700 19,011

Freddie Mac 270,300 14,613

33,624

INSURANCE - 1.7%

AFLAC, Inc. 270,200 13,814

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

INSURANCE - CONTINUED

Ambac Financial Group, Inc. 104,000 $ 6,214

Annuity & Life Re Holdings 1,900 45
Ltd.

MGIC Investment Corp. 92,000 5,497

Nationwide Financial 60,000 2,273
Services, Inc. Class A

27,843

SAVINGS & LOANS - 1.6%

Dime Bancorp, Inc. 156,300 2,794

Golden West Financial Corp. 212,800 23,780

26,574

SECURITIES INDUSTRY - 1.4%

Merrill Lynch & Co., Inc. 100,000 7,850

Morgan Stanley Dean Witter & 96,100 10,601
Co.

PaineWebber Group, Inc. 100,000 4,075

22,526

TOTAL FINANCE 181,712

HEALTH - 9.0%

DRUGS & PHARMACEUTICALS - 5.9%

Allergan, Inc. 180,000 19,328

Amgen, Inc. (a) 406,000 32,379

Bristol-Myers Squibb Co. 443,600 34,074

Novartis AG (Reg.) 2,000 2,998

Pfizer, Inc. 150,000 5,925

Takeda Chemical Industries 50,000 2,876
Ltd.

97,580

MEDICAL EQUIPMENT & SUPPLIES
- - 2.2%

Johnson & Johnson 292,600 30,650

VISX, Inc. (a) 78,800 4,930

35,580

MEDICAL FACILITIES MANAGEMENT
- - 0.9%

Columbia/HCA Healthcare Corp. 286,900 6,921

Trigon Healthcare, Inc. (a) 300,000 8,513

15,434

TOTAL HEALTH 148,594

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HOLDING COMPANIES - 0.1%

PartnerRe Ltd. 30,000 $ 936

INDUSTRIAL MACHINERY &
EQUIPMENT - 6.8%

ELECTRICAL EQUIPMENT - 1.6%

General Electric Co. 89,000 12,065

General Instrument Corp. (a) 168,200 9,051

Plug Power, Inc. 900 14

Scientific-Atlanta, Inc. 112,000 6,412

27,542

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.2%

Dover Corp. 102,000 4,341

Illinois Tool Works, Inc. 117,000 8,570

Ingersoll-Rand Co. 616,100 32,191

Tyco International Ltd. 1,018,000 40,656

85,758

TOTAL INDUSTRIAL MACHINERY & 113,300
EQUIPMENT

MEDIA & LEISURE - 2.1%

BROADCASTING - 0.0%

Spanish Broadcasting System, 2,000 53
Inc. Class A

ENTERTAINMENT - 0.4%

MGM Grand, Inc. (a) 33,000 1,683

Royal Carribean Cruises Ltd. 83,000 4,404

6,087

PUBLISHING - 1.0%

McGraw-Hill Companies, Inc. 174,400 10,399

Tribune Co. 96,600 5,796

16,195

RESTAURANTS - 0.7%

Darden Restaurants, Inc. 375,000 7,148

Jack in the Box, Inc. (a) 206,600 4,971

12,119

TOTAL MEDIA & LEISURE 34,454

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - 0.7%

BEVERAGES - 0.7%

Anheuser-Busch Companies, 68,200 $ 4,898
Inc.

Canandaigua Brands, Inc. 29,400 1,779
Class A (a)

Coors (Adolph) Co. Class B 77,200 4,285

10,962

PRECIOUS METALS - 0.6%

Barrick Gold Corp. 500,000 9,190

RETAIL & WHOLESALE - 14.4%

APPAREL STORES - 3.0%

Gap, Inc. 249,800 9,274

Ross Stores, Inc. 500,000 10,313

TJX Companies, Inc. 1,101,100 29,867

49,454

GENERAL MERCHANDISE STORES -
6.1%

Costco Wholesale Corp. (a) 248,000 19,918

Dayton Hudson Corp. 833,800 53,877

Wal-Mart Stores, Inc. 478,600 27,131

100,926

RETAIL & WHOLESALE,
MISCELLANEOUS - 5.3%

Best Buy Co., Inc. (a) 901,500 50,090

Home Depot, Inc. 136,500 10,306

Lowe's Companies, Inc. 418,000 22,990

Toys 'R' Us, Inc. (a) 140,200 1,980

Zale Corp. (a) 49,200 2,060

87,426

TOTAL RETAIL & WHOLESALE 237,806

SERVICES - 1.5%

ADVERTISING - 0.2%

WPP Group PLC 400,000 4,345

PRINTING - 1.1%

Creo Products, Inc. (a) 2,100 54

Valassis Communications, Inc. 413,850 17,796
(a)

17,850

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - CONTINUED

SERVICES - 0.2%

ACNielsen Corp. (a) 129,900 $ 2,858

TOTAL SERVICES 25,053

TECHNOLOGY - 26.3%

COMMUNICATIONS EQUIPMENT - 2.5%

Cisco Systems, Inc. (a) 200,000 14,800

Lucent Technologies, Inc. 424,500 27,274

MCKCommunications, Inc. (a) 300 7

42,081

COMPUTER SERVICES & SOFTWARE
- - 4.6%

Aether Systems, Inc. 500 35

Akamai Technologies, Inc. 600 87

America Online, Inc. (a) 160,000 20,750

BackWeb Technologies Ltd. 900 19

BSQUARE Corp. 1,000 40

China.com Corp. Class A 200 11

Data Return Corp. 900 14

First Data Corp. 219,000 10,006

Intertrust Technologies Corp. 800 44

Lycos, Inc. (a) 70,600 3,777

Microsoft Corp. (a) 337,700 31,258

NaviSite, Inc. 300 14

Predictive Systems, Inc. 300 13

RADWARE Ltd. (a) 400 21

Sterling Software, Inc. (a) 247,600 5,432

VERITAS Software Corp. (a) 49,200 5,307

ZapMe! Corp. 1,500 11

76,839

COMPUTERS & OFFICE EQUIPMENT
- - 8.4%

Adaptec, Inc. (a) 100,000 4,500

Apple Computer, Inc. (a) 593,200 47,530

Crossroads Systems, Inc. 500 36

EMC Corp. (a) 300,000 21,900

Hewlett-Packard Co. 260,200 19,271

International Business 82,600 8,126
Machines Corp.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - CONTINUED

Lexmark International Group, 471,800 $ 36,830
Inc. Class A (a)

Sycamore Networks, Inc. 500 108

138,301

ELECTRONIC INSTRUMENTS - 1.7%

Applied Materials, Inc. (a) 202,000 18,142

KLA-Tencor Corp. (a) 126,000 9,978

28,120

ELECTRONICS - 9.1%

Conexant Systems, Inc. (a) 68,000 6,350

JNI Corp. 400 21

LSI Logic Corp. (a) 156,900 8,345

Micron Technology, Inc. (a) 260,000 18,541

Motorola, Inc. 300,000 29,231

PMC-Sierra, Inc. (a) 45,400 4,279

Solectron Corp. (a) 193,000 14,523

Texas Instruments, Inc. 243,000 21,809

Xilinx, Inc. (a) 600,000 47,175

150,274

TOTAL TECHNOLOGY 435,615

TRANSPORTATION - 0.9%

RAILROADS - 0.1%

Union Pacific Corp. 31,000 1,728

TRUCKING & FREIGHT - 0.8%

USFreightways Corp. 280,000 12,688

TOTAL TRANSPORTATION 14,416

UTILITIES - 6.5%

CELLULAR - 2.0%

QUALCOMM, Inc. (a) 150,000 33,413

Triton PCS Holdings, Inc. 1,100 39
Class A

33,452

ELECTRIC UTILITY - 2.3%

Energy East Corp. 720,200 18,095

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

Public Service Enterprise 100,000 $ 3,956
Group, Inc.

Reliant Energy, Inc. 588,200 16,028

38,079

TELEPHONE SERVICES - 2.2%

Allied Riser Communications 2,500 45
Corp.

SBC Communications, Inc. 702,768 35,797

Telecom Italia Mobile Spa 150,000 942

36,784

TOTAL UTILITIES 108,315

TOTAL COMMON STOCKS 1,609,732
(Cost $1,242,281)

INVESTMENT COMPANIES - 2.0%

Asia Tigers Fund, Inc. 275,000 2,372

Brazil Fund, Inc. 70,000 936

Central European Equity Fund, 100,000 1,250
Inc.

Chile Fund, Inc. 97,000 976

Emerging Markets 354,568 3,058
Infrastructure Fund, Inc.

Emerging Markets 250,000 2,688
Telecommunication Fund, Inc.

Five Arrows Chile Investment 990,000 2,020
Trust Ltd.

France Growth Fund, Inc. 440,000 6,133

Italy Fund, Inc. (The) 173,900 2,435

Kemper Global Growth Fund of 145,747 3,027
Spain Class A

Mexico Fund, Inc. (The) 90,000 1,288

Morgan Stanley Asia-Pacific 100,000 969
Fund, Inc.

Morgan Stanley Emerging 155,000 1,734
Markets Fund, Inc. (a)

New Germany Fund, Inc. (The) 169,800 2,048

Portugal Fund, Inc. 75,000 923

Singapore Fund, Inc. 64,000 572

Southern Africa Fund, Inc. 20,901 244

TOTAL INVESTMENT COMPANIES 32,673
(Cost $36,633)

CASH EQUIVALENTS - 12.9%

SHARES VALUE (NOTE 1) (000S)

Central Cash Collateral Fund, 12,000,000 $ 12,000
5.26% (b)

Taxable Central Cash Fund, 200,897,481 200,897
5.21% (b)

TOTAL CASH EQUIVALENTS 212,897
(Cost $212,897)

TOTAL INVESTMENT PORTFOLIO - 1,855,302
112.2%
(Cost $1,491,811)

NET OTHER ASSETS - (12.2)% (201,187)

NET ASSETS - 100% $ 1,654,115

</TABLE>

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

At October 31, 1999, the aggregate cost
of investment securities for income tax purposes was $1,491,815,000.
Net unrealized appreciation aggregated $363,487,000, of which
$385,885,000 related to appreciated investment securities and
$22,398,000 related to depreciated investment securities.

The fund hereby designates approximately $135,504,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) OCTOBER 31, 1999

ASSETS

Investment in securities, at $ 1,855,302
value (cost $1,491,811) -
See accompanying schedule

Receivable for investments 101,306
sold

Receivable for fund shares 726
sold

Dividends receivable 1,153

Interest receivable 425

Other receivables 240

TOTAL ASSETS 1,959,152

LIABILITIES

Payable for investments $ 287,932
purchased

Payable for fund shares 4,353
redeemed

Accrued management fee 484

Other payables and accrued 268
expenses

Collateral on securities 12,000
loaned, at value

TOTAL LIABILITIES 305,037

NET ASSETS $ 1,654,115

Net Assets consist of:

Paid in capital $ 1,045,853

Undistributed net investment 6,875
income

Accumulated undistributed net 237,896
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 363,491
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 51,234 shares $ 1,654,115
outstanding

NET ASSET VALUE, offering $32.29
price and redemption price
per share ($1,654,115
(divided by) 51,234 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME $ 16,417
Dividends

Interest 4,681

Security lending 2

TOTAL INCOME 21,100

EXPENSES

Management fee Basic fee $ 9,776

Performance adjustment (3,488)

Transfer agent fees 3,368

Accounting and security 559
lending fees

Non-interested trustees' 6
compensation

Custodian fees and expenses 39

Registration fees 56

Audit 43

Legal 10

Total expenses before 10,369
reductions

Expense reductions (463) 9,906

NET INVESTMENT INCOME 11,194

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

Investment securities 239,297

Foreign currency transactions (2) 239,295

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 178,975

Assets and liabilities in (4) 178,971
foreign currencies

NET GAIN (LOSS) 418,266

NET INCREASE (DECREASE) IN $ 429,460
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1999 YEAR ENDED OCTOBER 31, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 11,194 $ 20,681
income

Net realized gain (loss) 239,295 187,093

Change in net unrealized 178,971 (113,170)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 429,460 94,604
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (17,339) (20,513)
From net investment income

From net realized gain (111,551) (206,346)

TOTAL DISTRIBUTIONS (128,890) (226,859)

Share transactions Net 271,759 496,522
proceeds from sales of shares

Reinvestment of distributions 122,322 219,424

Cost of shares redeemed (650,854) (800,401)

NET INCREASE (DECREASE) IN (256,773) (84,455)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 43,797 (216,710)
IN NET ASSETS

NET ASSETS

Beginning of period 1,610,318 1,827,028

End of period (including $ 1,654,115 $ 1,610,318
undistributed net investment
income of $6,875 and
$18,591, respectively)

OTHER INFORMATION
Shares

Sold 8,955 17,116

Issued in reinvestment of 4,580 7,994
distributions

Redeemed (21,746) (27,813)

Net increase (decrease) (8,211) (2,703)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

YEARS ENDED OCTOBER 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning $ 27.09 $ 29.40 $ 24.99 $ 24.25 $ 19.45
of period

Income from Investment
Operations

Net investment income .20 B .32 B .33 B .24 .19

Net realized and unrealized 7.23 1.02 6.23 2.78 5.57
gain (loss)

Total from investment 7.43 1.34 6.56 3.02 5.76
operations

Less Distributions

From net investment income (.30) (.33) (.23) (.20) (.15)

From net realized gain (1.93) (3.32) (1.92) (2.08) (.81)

Total distributions (2.23) (3.65) (2.15) (2.28) (.96)

Net asset value, end of period $ 32.29 $ 27.09 $ 29.40 $ 24.99 $ 24.25

TOTAL RETURN A 29.15% 4.40% 28.20% 13.51% 31.54%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,654 $ 1,610 $ 1,827 $ 1,586 $ 1,135
(in millions)

Ratio of expenses to average .62% .68% .74% .89% 1.03%
net assets

Ratio of expenses to average .59% C .64% C .69% C .84% C 1.00% C
net assets after expense
reductions

Ratio of net investment .67% 1.10% 1.24% 1.07% .99%
income to average net assets

Portfolio turnover rate 106% 122% 117% 247% 220%

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1999

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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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.

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

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."

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, 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 that will reverse
in a subsequent period. Any taxable income or gain remaining at fiscal
year end is distributed in the following year.

2. OPERATING POLICIES.

2. OPERATING POLICIES - CONTINUED

CENTRAL CASH FUNDS. Pursuant to an Exemptive Order issued by the SEC,
the fund may invest in the Taxable Central Cash Fund and the Central
Cash Collateral Fund(the Cash Funds) managed by Fidelity Investments
Money Management, Inc., an affiliate of FMR. The Cash Funds are
open-end money market funds available only to investment companies and
other accounts managed by FMR and its affiliates. The Cash Funds seek
preservation of capital, liquidity, and current income. Income
distributions from the Cash Funds are declared daily and paid monthly
from net interest income. Income distributions earned by the fund are
recorded as either interest income or security lending income in the
accompanying financial statements.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $1,699,708,000 and $2,040,563,000, 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 .2167% 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 .38% of average net
assets after the performance adjustment.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

5. SECURITY LENDING.

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 $442,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $1,000 and $20,000, 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, 1999, 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, 1999 by correspondence with
the custodian and brokers, provide a reasonable basis for the opinion
expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
December 7, 1999

DISTRIBUTIONS

The Board of Trustees of Fidelity Stock Selector voted to pay on
December 6, 1999, to shareholders of record at the opening of business
on December 3, 1999, a distribution of $3.84 per share derived from
capital gains realized from sales of portfolio securities and a
dividend of $.12 per share from net investment income.

A total of 100% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FASTSM)

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.

*0To 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

(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)

TO VISIT FIDELITY

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

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

455 Market Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

3 Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

1 West Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

470 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

MICHIGAN

280 North Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

MINNESOTA

7600 France Avenue South
Edina, MN

MISSOURI

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

200 North Broadway
St. Louis, MO

NEW JERSEY

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 Franklin Avenue
Garden City, NY

999 Walt Whitman Road
Melville, L.I., NY

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

OHIO

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

OREGON

16850 SW 72 Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

TENNESSEE

6150 Poplar Road
Memphis, TN

TEXAS

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

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

ADVISORY BOARD
J. Gary Burkhead
Ned C. Lautenbach

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

*INDEPENDENT TRUSTEES

FSS-ANN-1299 88219
1.538295.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund (registered trademark)
Contrafund (registered trademark) II
Disciplined Equity Fund
Dividend 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 Fund(registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
TechnoQuant(registered trademark) Growth Fund
Trend Fund
Value Fund

AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)

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

FIDELITY(REGISTERED TRADEMARK)
SMALL CAP SELECTOR

ANNUAL REPORT
OCTOBER 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

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 24 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 28 Notes to the financial
statements.

REPORT OF INDEPENDENT 33 The auditors' opinion.
ACCOUNTANTS

PROXY VOTING RESULTS 34

Third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CUMULATIVE TOTAL RETURNS

PERIODS ENDED OCTOBER 31, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY SMALL CAP SELECTOR 3.48% 13.49% 66.56% 79.91%

Russell 2000 (registered -0.25% 14.87% 80.74% 102.69%
trademark)

Small Cap Funds Average 7.91% 25.10% 97.72% n/a

</TABLE>

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or since the fund started on June 28, 1993. 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 Russell 2000 Index - a market
capitalization-weighted index of 2,000 small company stocks. To
measure how the fund's performance stacked up against its peers, you
can compare it to the small cap funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Inc. The past six months average represents a peer group of 803 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges. Lipper has
created new comparison categories that group funds according to
portfolio characteristics and capitalization, as well as by
capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED OCTOBER 31, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY SMALL CAP SELECTOR 13.49% 10.74% 9.70%

Russell 2000 14.87% 12.56% 11.65%

Small Cap Funds Average 25.10% 14.11% n/a

$10,000 OVER LIFE OF FUND

Small Cap Selector Russell 2000
00336 RS002
1993/06/28 10000.00 10000.00
1993/06/30 10000.00 10089.85
1993/07/31 10070.00 10229.16
1993/08/31 10440.00 10671.07
1993/09/30 10660.00 10972.21
1993/10/31 10740.00 11254.62
1993/11/30 10440.00 10884.20
1993/12/31 10881.65 11256.33
1994/01/31 11153.19 11609.25
1994/02/28 11243.70 11567.27
1994/03/31 10499.49 10956.54
1994/04/30 10670.46 11021.67
1994/05/31 10388.86 10897.91
1994/06/30 9875.95 10527.85
1994/07/31 9956.41 10700.82
1994/08/31 10660.40 11297.10
1994/09/30 10600.06 11259.27
1994/10/31 10801.20 11214.84
1994/11/30 10288.29 10761.90
1994/12/31 10519.89 11051.05
1995/01/31 10127.28 10911.62
1995/02/28 10479.62 11365.53
1995/03/31 10761.49 11561.27
1995/04/30 11003.10 11818.34
1995/05/31 11214.50 12021.54
1995/06/30 12458.89 12645.17
1995/07/31 13744.25 13373.56
1995/08/31 13936.55 13650.22
1995/09/30 14290.79 13893.99
1995/10/31 13551.96 13272.62
1995/11/30 13734.13 13830.26
1995/12/31 13321.13 14195.16
1996/01/31 13095.35 14179.95
1996/02/29 13407.14 14621.86
1996/03/31 13654.43 14919.50
1996/04/30 14933.86 15717.27
1996/05/31 15439.18 16336.65
1996/06/30 14567.99 15665.81
1996/07/31 13496.32 14297.50
1996/08/31 14132.62 15127.62
1996/09/30 14735.44 15718.79
1996/10/31 14288.91 15476.54
1996/11/30 14880.56 16114.23
1996/12/31 15137.31 16536.55
1997/01/31 15204.29 16867.03
1997/02/28 14992.19 16458.06
1997/03/31 14434.03 15681.47
1997/04/30 14579.15 15725.18
1997/05/31 15862.92 17474.60
1997/06/30 16939.24 18223.48
1997/07/31 18067.76 19071.46
1997/08/31 18193.15 19507.84
1997/09/30 19424.27 20935.70
1997/10/31 18945.50 20016.02
1997/11/30 18865.71 19886.56
1997/12/31 19262.60 20234.63
1998/01/31 19057.04 19915.30
1998/02/28 20629.00 21387.89
1998/03/31 21547.99 22269.98
1998/04/30 21898.66 22393.21
1998/05/31 20677.37 21187.18
1998/06/30 20717.48 21231.75
1998/07/31 19108.35 19512.96
1998/08/31 15072.97 15723.94
1998/09/30 15638.68 16954.46
1998/10/31 15852.39 17645.92
1998/11/30 16719.81 18570.43
1998/12/31 17838.65 19719.61
1999/01/31 17574.66 19981.66
1999/02/28 16229.53 18363.25
1999/03/31 16342.67 18649.93
1999/04/30 17386.09 20321.11
1999/05/31 17310.66 20617.94
1999/06/30 18331.75 21550.27
1999/07/31 18243.31 20958.95
1999/08/31 17561.08 20183.28
1999/09/30 17978.00 20187.69
1999/10/29 17990.64 20269.45
IMATRL PRASUN SHR__CHT 19991031 19991111 103949 R00000000000080

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Small Cap Selector on June 28, 1993 when the fund
started. As the chart shows, by October 31, 1999, the value of the
investment would have grown to $17,991 - a 79.91% increase on the
initial investment. For comparison, look at how the Russell 2000 Index
did over the same period. With dividends and capital gains, if any,
reinvested, the same $10,000 would have grown $20,269 - a 102.69%
increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER SMALL CAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER SMALL CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF OCTOBER 31, 1999, THE SIX
MONTH, ONE YEAR, AND FIVE YEAR CUMULATIVE TOTAL RETURNS FOR THE SMALL
CAP CORE FUNDS AVERAGE ARE 6.27%, 22.33%, AND 84.78%, RESPECTIVELY;
THE ONE YEAR AND FIVE YEAR AVERAGE ANNUAL TOTAL RETURNS ARE 22.33%
AND 12.78%, RESPECTIVELY. THE SIX MONTH, ONE YEAR, AND FIVE YEAR
CUMULATIVE TOTAL RETURNS FOR THE SMALL CAP SUPERGROUP AVERAGE ARE
7.30%, 23.89%, AND 91.04%, RESPECTIVELY. THE ONE YEAR AND FIVE YEAR
AVERAGE ANNUAL TOTAL RETURNS ARE 23.89% AND 13.37%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

A change in market leadership
painted the backdrop for the six
months that ended October 31,
1999, as growth stocks stole the
spotlight back from their value
and cyclical - or, economically
sensitive - counterparts that had
captured the hearts and minds of
investors for much of April.
Technology shares led a narrow
charge, seemingly resilient to the
interest-rate concerns that tempered
the returns of the broader market.
The technology-rich NASDAQ
closed out the period posting a
record high, capping off a strong
six-month showing, up 16.82%. In
comparison, the Standard & Poor's
500 Index - a broad measure of
U.S. stock market performance -
could muster only 2.74% during this
time frame. The Federal Reserve
Board, determined to keep inflation
in check, acted promptly and
forcefully, levying two quarter-point
interest-rate cuts in the summer to
rein in signs of runaway growth in
the economy. Anticipation of and
reaction to these moves kept most
blue-chip stocks in check, fueling
the stock market's frequent mood
swings during the period. The Dow
Jones Industrial Average - an
index of 30 blue-chip stocks -
traversed hilly terrain over the
course of the period, from its
adventure north of the 11,000
border in May, to its return trip
to 10,000 in October. For all its
efforts, though, the Dow managed
just a 0.22% return for the
six-month period.

(photograph of Bradford Lewis)

An interview with Bradford Lewis, Portfolio Manager of Fidelity Small
Cap Selector

Q. THE FUND CHANGED ITS FISCAL YEAR END FROM APRIL 30 TO OCTOBER 31.
HOW DID THE FUND PERFORM OVER THE PAST SIX MONTHS, BRAD?

A. For the six months that ended October 31, 1999, the fund returned
3.48%, versus -0.25% for the Russell 2000 and 7.91% for the small cap
funds average as tracked by Lipper Inc.

Q. WHY DID THE FUND OUTPERFORM THE RUSSELL 2000, BUT UNDERPERFORM THE
LIPPER PEER GROUP DURING THE PERIOD?

A. The fund outperformed the Russell 2000 over the past six months
mainly because technology stocks in the fund were up more than 56%
during the period. Regrettably, however, the fund's technology
weighting was slightly less than that of the Russell 2000 and was well
below that of the Lipper peer group. Technology stocks in the Russell
2000 rose about 25%, while virtually every other industry group in the
index was down during the period. The dispersions of industry returns
within the small-cap sector were enormous and quite unusual.

Q. WHICH INDIVIDUAL HOLDINGS HELPED PERFORMANCE?

A. VISX was a huge winner. This manufacturer and marketer of lasers
for eye surgery enjoyed revenue and earnings growth of more than 100%
over the past few quarters. Another contributor was Calpine, an energy
company that was fueled by a string of electric power supply
acquisitions. Calpine's sales rose about 248% in the third quarter.
Also doing well last quarter was CTS Corporation, a supplier of
electronic components. The company doubled its revenues during the
period and its stock price reacted accordingly.

Q. WHICH STOCKS DETRACTED FROM PERFORMANCE?

A. WestPoint Stevens was a loser for the fund, and dramatically
displayed the impact that an industry group can have on an individual
stock. WestPoint reported decent earnings growth during the period,
but was doomed by being a textile stock. The textile group has been
melting down this year. Maybe the lesson here is that an Annapolis
grad like me should never buy a company called WestPoint! Wet Seal
also hurt performance as its clothing line for teenagers fell
precipitously out of favor in the second quarter. Finally, Labor Ready
was hammered by estimate cuts and a reduction in earnings-per-share
growth. This provider of temporary workers faced a big squeeze on its
profit margins.

Q. AT JUST UNDER 28%, TECHNOLOGY STOCKS CONTINUED TO REPRESENT A LARGE
PART OF THE FUND. WHY?

A. I wish I could bronze the fund's technology stocks after witnessing
their excellent performance over the past six months. After the fund
suffered due to an underweighted position in Internet stocks during
the prior period, I bought a smattering of fundamentally attractive
but expensive Internet stocks. Fortunately these investments, such as
Go2Net, Inc., enjoyed even more share-price appreciation over the
period. By the end of October, the fund held a significant position in
technology stocks because technology has been one of the few small-cap
sectors that experienced significant earnings-per-share growth over
the past few quarters.

Q. HOW DID THE FUND'S MEDIA AND LEISURE HOLDINGS PERFORM?

A. The fund did well due to strong stock selection within this sector.
The fund's media and leisure stocks rose 5.7% versus a loss of 1.7%
for similar stocks in the Russell 2000. One of the biggest
contributors in this sector was CEC Entertainment, which owns the
Chuck E. Cheese's restaurant franchise. The company reported solid
revenue and earnings growth due to successful renovations to existing
restaurants, new restaurant openings and the bankruptcy of its only
real competitor, Discovery Zone.

Q. WHAT'S YOUR OUTLOOK?

A. My econometric models - which form the basis of my stock picking
strategy - are moderately positive on the overall market. The rise in
interest rates is decelerating, the broad market is still well below
its highs, and I believe there are many opportunities among
small-sized companies with favorable price-to-earnings ratios and
growth rates. On top of that, we are entering the strongest months of
both the annual seasonal cycle and the four-year election cycle.

(checkmark)FUND FACTS

GOAL: capital appreciation
by investing mainly in
equity securities of
companies with small
market capitalizations,
chosen in part by using
computer-aided quantitative
analysis

FUND NUMBER: 336

TRADING SYMBOL: FDSCX

START DATE: June 28, 1993

SIZE: as of October 31, 1999,
more than $555 million

MANAGER: Bradford Lewis,
since inception; manager,
Fidelity Stock Selector, since
1990; Fidelity Disciplined
Equity, since 1988; joined
Fidelity in 1985

BRAD LEWIS ON MANAGING A
PORTFOLIO AGAINST ITS INDEX:

"Since the performance of this fund
is measured against the Russell 2000,
it is extremely critical for me to
keep track of the evolving
characteristics of that index.
Generally speaking, a fund manager
needs to pay particular attention to
the market capitalization of his or
her portfolio versus its benchmark
index. For example, over the past few
years, funds being compared to the
S&P 500 that lacked positions in the
biggest 50 names in the index were
destined to take a 10-count in the
third round due to the dominance of
mega-cap stocks. Unfortunately,
many of these mega-cap names are
not exactly cheap. Therefore, when
deciding which stocks to buy, the
portfolio manager needs to reconcile
the trade-off between the percent of
the fund allocated to mega-cap
stocks and individual stock valuations.

"Industry weighting consideration
is also critical. A portfolio with no
current holdings in technology is
making an enormous index bet given
that technology currently represents
about 23% of the Russell 2000.
Imagine this possible scenario:
Technology stocks continue their
run and return 50% over the next
year versus a flat return for the
remaining industries. A portfolio
void of technology names would be
10 percentage points behind the
market strictly due to this one
negative industry bet. That is a huge
deficit to overcome with stock
selection."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF OCTOBER
31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Valassis Communications, Inc. 2.7 2.2

Ross Stores, Inc. 2.7 2.8

Jack in the Box, Inc. 1.9 0.0

Cypress Semiconductor Corp. 1.9 0.0

CTS Corp. 1.8 0.8

AnnTaylor Stores Corp. 1.8 1.2

Calpine Corp. 1.6 0.5

Commscope, Inc. 1.5 0.8

Suiza Foods Corp. 1.5 0.0

Integrated Device Technology, 1.3 0.0
Inc.

18.7 8.3

TOP FIVE MARKET SECTORS AS OF
OCTOBER 31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 27.7 12.2

RETAIL & WHOLESALE 10.2 12.0

MEDIA & LEISURE 9.5 7.3

DURABLES 6.9 11.2

INDUSTRIAL MACHINERY & 6.1 4.5
EQUIPMENT

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF OCTOBER 31, 1999 * AS OF APRIL 30, 1999 **

Stocks and Investment Stocks and Investment
Companies 97.8% Companies 90.4%

Convertible Securities 0.0% Convertible Securities 0.1%

Short-Term Investments and Short-Term Investments and
Net Other Assets 2.2% Net Other Assets 9.5%

* FOREIGN INVESTMENTS 2.0% ** FOREIGN INVESTMENTS 3.1%

Row: 1, Col: 1, Value: 97.8 Row: 1, Col: 1, Value: 90.40000000000001
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.1
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 2.2 Row: 1, Col: 8, Value: 9.5

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS OCTOBER 31, 1999

Showing Percentage of Net Assets

COMMON STOCKS - 96.0%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 1.0%

AEROSPACE & DEFENSE - 0.2%

Advanced Aerodynamics & 25,000 $ 62,500
Structures, Inc. Class A (a)

Alliant Techsystems, Inc. (a) 20,000 1,230,000

1,292,500

DEFENSE ELECTRONICS - 0.8%

Alpha Industries, Inc. (a) 80,000 4,420,000

TOTAL AEROSPACE & DEFENSE 5,712,500

BASIC INDUSTRIES - 5.0%

CHEMICALS & PLASTICS - 1.3%

Airgas, Inc. (a) 3,300 31,350

Fuller (H.B.) Co. 16,600 908,850

Lubrizol Corp. 78,000 1,998,750

Spartech Corp. 47,000 1,345,375

W.R. Grace & Co. (a) 209,000 3,121,938

7,406,263

IRON & STEEL - 0.6%

Material Sciences Corp. (a) 35,000 435,313

Mueller Industries, Inc. (a) 76,700 2,449,606

Quanex Corp. 19,000 412,063

3,296,982

METALS & MINING - 2.1%

Amcol International Corp. 19,000 232,750

Belden, Inc. 155,000 2,848,125

Commscope, Inc. (a) 207,000 8,254,125

Reliance Steel & Aluminum Co. 17,000 357,000

11,692,000

PACKAGING & CONTAINERS - 0.8%

Ball Corp. 274 11,046

Gaylord Container Corp. Class 128,000 720,000
A (a)

Tupperware Corp. 178,000 3,526,625

4,257,671

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

BASIC INDUSTRIES - CONTINUED

PAPER & FOREST PRODUCTS - 0.2%

Buckeye Technologies, Inc. (a) 20,000 $ 302,500

Pope & Talbot, Inc. 50,000 725,000

1,027,500

TOTAL BASIC INDUSTRIES 27,680,416

CONSTRUCTION & REAL ESTATE -
3.2%

BUILDING MATERIALS - 0.8%

Centex Construction Products, 61,100 2,172,869
Inc.

Mobile Mini, Inc. (a) 23,000 501,688

Nortek, Inc. (a) 17,700 542,063

United Dominion Industries 52,000 1,130,665
Ltd.

4,347,285

CONSTRUCTION - 1.7%

Del Webb Corp. 32,000 706,000

Granite Construction, Inc. 92,000 1,903,250

M.D.C. Holdings, Inc. 96,600 1,509,375

M/I Schottenstein Homes, Inc. 35,000 625,625

NVR, Inc. (a) 15,000 615,000

Pulte Corp. 99,300 1,998,413

Ryland Group, Inc. 92,000 1,897,500

9,255,163

ENGINEERING - 0.5%

Quanta Services, Inc. (a) 90,000 2,508,750

URS Corp. (a) 34,000 612,000

3,120,750

REAL ESTATE - 0.1%

Fairfield Communities, Inc. 42,400 519,400
(a)

Trendwest Resorts, Inc. (a) 6,000 133,500

652,900

REAL ESTATE INVESTMENT TRUSTS
- - 0.1%

Apex Mortgage Capital, Inc. 5,000 60,313

Capital Automotive 40,000 510,000

570,313

TOTAL CONSTRUCTION & REAL 17,946,411
ESTATE

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

DURABLES - 6.9%

AUTOS, TIRES, & ACCESSORIES -
1.8%

Arvin Industries, Inc. 58,000 $ 1,653,000

Borg-Warner Automotive, Inc. 88,000 3,476,000

EOTT Energy Partners LP 25,000 382,813

Monaco Coach Corp. (a) 29,500 693,250

Navistar International Corp. 95,000 3,960,313
(a)

10,165,376

CONSUMER DURABLES - 0.1%

Dupont Photomasks, Inc. (a) 17,000 841,500

CONSUMER ELECTRONICS - 0.5%

Fossil, Inc. (a) 102,000 2,817,750

HOME FURNISHINGS - 1.9%

Ethan Allen Interiors, Inc. 201,000 7,148,063

Furniture Brands 66,000 1,278,750
International, Inc. (a)

Haverty Furniture Companies, 60,000 825,000
Inc.

La-Z-Boy, Inc. 59,000 1,076,750

10,328,563

TEXTILES & APPAREL - 2.6%

BEBE Stores, Inc. (a) 63,000 1,661,625

McNaughton Apparel Group, 15,000 119,063
Inc. (a)

Pacific Sunwear of 237,000 7,154,438
California, Inc. (a)

WestPoint Stevens, Inc. Class 288,000 5,454,000
A

14,389,126

TOTAL DURABLES 38,542,315

ENERGY - 2.4%

ENERGY SERVICES - 0.2%

Patterson Energy, Inc. (a) 49,000 627,813

UTI Energy Corp. (a) 34,000 652,375

1,280,188

OIL & GAS - 2.2%

Chesapeake Energy Corp. (a) 300,000 1,087,500

Comstock Resources, Inc. (a) 96,000 378,000

Forest Oil Corp. (a) 116,000 1,551,500

Howell Corp. 20,000 126,250

HS Resources, Inc. (a) 19,000 296,875

Louis Dreyfus Natural Gas 43,000 860,000
Corp. (a)

Meridian Resource Corp. (a) 245,000 1,087,188

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Patina Oil & Gas Corp. 34,000 $ 293,250

Pogo Producing Co. 111,200 2,230,950

Remington Oil & Gas Corp. (a) 12,900 62,888

Titan Exploration, Inc. (a) 54,000 226,125

Tom Brown, Inc. (a) 36,000 495,000

Vintage Petroleum, Inc. 294,500 3,202,688

11,898,214

TOTAL ENERGY 13,178,402

FINANCE - 6.0%

BANKS - 1.5%

BankAtlantic Bancorp, Inc. 81,000 410,063
(non-vtg.) Class A

Citizens Banking Corp. 9,200 255,300

City National Corp. 139,500 5,405,625

Greater Bay Bancorp 12,000 441,000

Oriental Financial Group, 2,200 49,775
Inc.

Republic Bancorp, Inc. 31,540 413,963

Silicon Valley Bancshares (a) 35,000 1,141,875

8,117,601

CREDIT & OTHER FINANCE - 1.2%

AmeriCredit Corp. (a) 304,000 5,282,000

Doral Financial Corp. 78,000 999,375

Metris Companies, Inc. 7,800 268,613

Triad Guaranty, Inc. (a) 200 4,113

6,554,101

INSURANCE - 2.0%

Amerus Life Holdings, Inc. 43,000 1,037,375

Annuity & Life Re Holdings 800 18,800
Ltd.

Blanch E.W. Holdings, Inc. 39,000 2,525,250

CNA Surety Corp. 12,000 138,000

Delphi Financial Group, Inc. 68,000 2,176,000
Class A

FBL Financial Group, Inc. 25,000 457,813
Class A

Gallagher (Arthur J.) & Co. 43,000 2,225,250

Medical Assurance, Inc. (a) 19,635 458,968

Penn Treaty American Corp. (a) 15,000 270,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

INSURANCE - CONTINUED

Radian Group, Inc. 9,300 $ 491,156

UICI (a) 49,000 1,298,500

11,097,112

SAVINGS & LOANS - 0.7%

BankUnited Financial Corp. 10,800 87,750
Class A (a)

California Federal Savings
Bank of Los Angeles:

contingent litigation 24,640 36,960
recovery participation
interest rights (a)

secondary contingent 38,540 33,723
litigation recovery
participation interest
rights 1/1/15 (a)

FirstFed Financial Corp. (a) 18,300 292,800

Harbor Florida Bancshares, 100,000 1,256,250
Inc.

OceanFirst Financial Corp. 18,500 330,688

Richmond County Financial 10,000 183,750
Corp.

Webster Financial Corp. 68,000 1,946,500

4,168,421

SECURITIES INDUSTRY - 0.6%

Affiliated Managers Group, 62,000 1,658,500
Inc. (a)

Hambrecht & Quist Group (a) 35,000 1,728,125

3,386,625

TOTAL FINANCE 33,323,860

HEALTH - 4.7%

DRUGS & PHARMACEUTICALS - 2.6%

Accredo Health, Inc. 32,000 1,056,000

Alpharma, Inc. Class A 145,833 5,131,499

Jones Pharma, Inc. 225,000 6,975,000

Polymedica Industries, Inc. 39,000 823,875
(a)

XOMA Ltd. (a) 90,300 225,750

14,212,124

MEDICAL EQUIPMENT & SUPPLIES
- - 0.8%

Bindley Western Industries, 44,066 553,579
Inc.

Datascope Corp. (a) 14,000 504,000

Mentor Corp. 39,000 918,938

Priority Healthcare Corp. (a) 67,944 1,363,127

Scott Technologies, Inc. 20,000 380,000
Class A (a)

The Spectranetics Corp. (a) 35,000 168,438

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES
- - CONTINUED

Young Innovations, Inc. (a) 400 $ 5,850

Zoll Medical Corp. (a) 20,000 725,000

4,618,932

MEDICAL FACILITIES MANAGEMENT
- - 1.3%

Coventry Health Care, Inc. (a) 133,000 764,750

Hooper Holmes, Inc. 118,000 3,171,250

Trigon Healthcare, Inc. (a) 112,000 3,178,000

7,114,000

TOTAL HEALTH 25,945,056

INDUSTRIAL MACHINERY &
EQUIPMENT - 6.1%

ELECTRICAL EQUIPMENT - 2.6%

Anixter International, Inc. 19,800 413,325
(a)

Cymer, Inc. (a) 70,000 2,585,625

Littelfuse, Inc. (a) 14,000 311,500

Ortel Corp. (a) 24,000 795,000

Pinnacle Systems (a) 130,000 3,607,500

Pittway Corp. Class A 10,000 330,000

Plug Power, Inc. 300 4,800

Powerwave Technologies, Inc. 38,000 2,472,375
(a)

Roper Industries, Inc. 11,000 339,625

Sensormatic Electronics Corp. 253,000 3,826,625
(a)

14,686,375

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.2%

Astec Industries, Inc. (a) 6,000 140,625

Briggs & Stratton Corp. 111,000 6,486,563

Donaldson Co., Inc. 82,200 1,911,150

Exide Corp. 100,000 887,500

JLG Industries, Inc. 42,500 544,531

Manitowoc Co., Inc. 111,200 3,322,100

Mark IV Industries, Inc. 132,000 2,541,000

Thomas Industries, Inc. 14,000 250,250

Toro Co. 45,000 1,614,375

17,698,094

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

POLLUTION CONTROL - 0.3%

Insituform Technologies, Inc. 46,000 $ 1,101,125
Class A (a)

Waste Connections, Inc. (a) 34,000 524,875

1,626,000

TOTAL INDUSTRIAL MACHINERY & 34,010,469
EQUIPMENT

MEDIA & LEISURE - 9.5%

BROADCASTING - 0.0%

Spanish Broadcasting System, 500 13,313
Inc. Class A

ENTERTAINMENT - 1.1%

Bally Total Fitness Holding 155,000 3,729,688
Corp. (a)

Hollywood Park, Inc. (a) 59,000 1,021,438

Scientific Games Holdings 30,000 521,250
Corp. (a)

Zomax, Inc. (a) 39,900 1,112,213

6,384,589

LEISURE DURABLES & TOYS - 1.8%

Arctic Cat, Inc. 28,000 266,000

JAKKS Pacific, Inc. (a) 36,000 1,476,000

National R.V. Holdings, Inc. 113,000 2,309,438
(a)

Steinway Musical Instruments, 20,000 355,000
Inc. (a)

T-HQ, Inc. (a) 106,500 4,379,813

Winnebago Industries, Inc. 66,000 1,146,750

9,933,001

LODGING & GAMING - 0.8%

Argosy Gaming Co. (a) 74,000 915,750

Aztar Corp. (a) 84,000 813,750

Championship Auto Racing 27,000 619,313
Teams, Inc. (a)

Choice Hotels International, 46,000 690,000
Inc. (a)

WMS Industries, Inc. (a) 100,000 1,356,250

4,395,063

PUBLISHING - 0.7%

Houghton Mifflin Co. 96,000 4,068,000

RESTAURANTS - 5.1%

Applebee's International, 100,000 2,881,250
Inc.

CEC Entertainment, Inc. (a) 225,000 7,214,063

Cheesecake Factory, Inc. (a) 51,000 1,561,875

Jack in the Box, Inc. (a) 447,600 10,770,375

Morrison Management 29,000 619,875
Specialists, Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - CONTINUED

Rare Hospitality 41,000 $ 817,438
International, Inc. (a)

Ruby Tuesday, Inc. 86,000 1,639,375

Ryan's Family Steak Houses, 198,000 2,072,813
Inc. (a)

Shoney's, Inc. (a) 204,000 293,250

Sonic Corp. (a) 7,500 210,000

28,080,314

TOTAL MEDIA & LEISURE 52,874,280

NONDURABLES - 3.4%

BEVERAGES - 0.6%

Canandaigua Brands, Inc. 55,800 3,375,900
Class A (a)

FOODS - 2.2%

Aurora Foods, Inc. (a) 73,000 939,875

Del Monte Foods Co. 400 5,575

Earthgrains Co. 95,700 2,183,156

International Home Foods, 38,600 738,225
Inc. (a)

International Multifoods 5,900 124,638
Corp.

Suiza Foods Corp. (a) 224,000 8,078,000

12,069,469

HOUSEHOLD PRODUCTS - 0.6%

Brady (W.H.) Co. Class A 36,000 1,044,000

Church & Dwight Co., Inc. 77,000 2,006,813

French Fragrances, Inc. (a) 49,000 327,688

3,378,501

TOTAL NONDURABLES 18,823,870

RETAIL & WHOLESALE - 10.2%

APPAREL STORES - 6.7%

American Eagle Outfitters, 116,000 4,966,250
Inc. (a)

AnnTaylor Stores Corp. (a) 233,000 9,917,063

Braun's Fashions Corp. (a) 10,000 166,250

Chicos Fas, Inc. (a) 25,000 784,375

Dress Barn, Inc. (a) 41,000 729,031

Factory 2-U Stores, Inc. (a) 50,000 1,275,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED

APPAREL STORES - CONTINUED

Ross Stores, Inc. 716,000 $ 14,767,500

Talbots, Inc. 100,000 4,706,250

37,311,719

GENERAL MERCHANDISE STORES -
1.1%

Cost Plus, Inc. (a) 74,150 2,706,475

Shopko Stores, Inc. (a) 134,000 3,358,375

6,064,850

GROCERY STORES - 0.1%

Fleming Companies, Inc. 34,600 413,038

RETAIL & WHOLESALE,
MISCELLANEOUS - 2.3%

Brookstone, Inc. (a) 19,000 296,875

Coldwater Creek, Inc. (a) 30,000 723,750

Musicland Stores Corp. (a) 160,000 1,250,000

PC Connection, Inc. (a) 31,000 643,250

Petco Animal Supplies, Inc. 124,500 1,439,531
(a)

Rex Stores Corp. (a) 25,000 715,625

SCP Pool Corp. (a) 25,000 567,188

Spiegel, Inc. Class A (a) 200,000 2,900,000

Zale Corp. (a) 100,000 4,187,500

12,723,719

TOTAL RETAIL & WHOLESALE 56,513,326

SERVICES - 5.7%

EDUCATIONAL SERVICES - 0.1%

Career Education Corp. (a) 11,000 242,000

New Horizons Worldwide, Inc. 7,500 103,125
(a)

345,125

LEASING & RENTAL - 0.6%

Dollar Thrifty Automotive 110,000 1,856,250
Group, Inc. (a)

Rent-A-Center, Inc. (a) 80,000 1,465,000

3,321,250

PRINTING - 2.9%

Creo Products, Inc. (a) 700 18,074

Harland (John H.) Co. 80,000 1,520,000

Valassis Communications, Inc. 343,500 14,770,468
(a)

16,308,542

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

SERVICES - CONTINUED

SERVICES - 2.1%

ABM Industries, Inc. 12,600 $ 300,825

Capital Senior Living Corp. 114,100 584,763
(a)

CDI Corp. (a) 30,000 795,000

FYI, Inc. (a) 32,000 1,056,000

Pre-Paid Legal Services, Inc. 135,000 3,273,750
(a)

Profit Recovery Group 56,000 2,306,500
International, Inc. (a)

Telespectrum Worldwide, Inc. 16,300 67,238
(a)

True North Communications 81,000 3,265,313

11,649,389

TOTAL SERVICES 31,624,306

TECHNOLOGY - 27.7%

COMMUNICATIONS EQUIPMENT - 2.2%

Advanced Fibre 108,700 2,377,813
Communications, Inc. (a)

Carrier Access Corp. (a) 82,500 4,078,594

MCKCommunications, Inc. (a) 100 2,250

Teltrend, Inc. (a) 12,000 217,500

Xircom, Inc. (a) 106,000 5,346,375

12,022,532

COMPUTER SERVICES & SOFTWARE
- - 7.5%

4Front Technologies, Inc. (a) 24,000 327,000

Aether Systems, Inc. 200 13,913

Akamai Technologies, Inc. 200 29,038

American Management Systems, 57,600 1,490,400
Inc. (a)

Ansys, Inc. (a) 30,000 271,875

Ardent Software, Inc. (a) 64,900 1,431,856

BackWeb Technologies Ltd. 300 6,319

Bell & Howell Co. (a) 50,000 1,406,250

Black Box Corp. (a) 38,000 1,928,500

BSQUARE Corp. 500 19,781

CACI International, Inc. 20,000 428,750
Class A (a)

China.com Corp. Class A 100 5,288

Data Return Corp. 300 4,519

Dendrite International, Inc. 120,000 3,765,000
(a)

Go2Net, Inc. (a) 77,300 5,439,988

Informix Corp. (a) 195,100 1,487,638

Intertrust Technologies Corp. 300 16,350

Mercury Computer Systems, 33,000 1,480,875
Inc. (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

National Instrument Corp. (a) 20,500 $ 616,281

NaviSite, Inc. 100 4,700

Peregrine Systems, Inc. (a) 80,000 3,510,000

Polycom, Inc. (a) 57,000 2,850,000

Predictive Systems, Inc. 100 4,350

Proxicom, Inc. (a) 10,000 767,500

RADWARE Ltd. (a) 100 5,144

Remedy Corp. (a) 40,000 1,720,000

Sybase, Inc. (a) 400,000 5,400,000

Unify Corp. (a) 40,000 1,160,000

Verity, Inc. (a) 84,000 5,785,500

ZapMe! Corp. 500 3,750

41,380,565

COMPUTERS & OFFICE EQUIPMENT
- - 2.1%

Advanced Digital Information 60,000 2,235,000
Corp. (a)

Crossroads Systems, Inc. 200 14,225

Cybex Corp. (a) 14,000 546,875

Performance Technologies, 23,000 497,375
Inc. (a)

SanDisk Corp. (a) 87,000 5,274,375

ScanSource, Inc. (a) 9,000 304,875

Sycamore Networks, Inc. 200 43,000

Zebra Technologies Corp. 54,000 2,936,250
Class A (a)

11,851,975

ELECTRONIC INSTRUMENTS - 2.3%

Aeroflex, Inc. (a) 120,000 667,500

Anadigics, Inc. (a) 58,000 2,233,000

Cognex Corp. (a) 33,000 987,938

Credence Systems Corp. (a) 70,000 3,193,750

Electro Scientific 30,000 1,620,000
Industries, Inc. (a)

Helix Technology, Inc. 73,500 2,962,969

LTX Corp. (a) 27,000 426,938

Meade Instruments Corp. (a) 15,000 382,500

Optical Coating Laboratories, 5,000 534,375
Inc.

13,008,970

ELECTRONICS - 12.9%

Act Manufacturing, Inc. (a) 11,000 293,563

Advanced Energy Industries, 24,000 987,000
Inc. (a)

Alliance Semiconductor Corp. 54,000 627,750
(a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Amkor Technology, Inc. (a) 120,000 $ 2,422,500

Amphenol Corp. Class A (a) 10,000 591,250

Applied Science & Technology, 30,000 735,000
Inc. (a)

Burr-Brown Corp. (a) 53,000 2,083,563

Cirrus Logic, Inc. (a) 206,000 2,047,125

CTS Corp. 178,000 10,068,125

Cypress Semiconductor Corp. 414,000 10,582,875
(a)

DII Group, Inc. (a) 71,900 2,588,400

Electroglas, Inc. (a) 41,000 1,131,344

Exar Corp. (a) 8,000 289,000

Hadco Corp. (a) 48,000 1,764,000

Integrated Device Technology, 358,000 7,361,375
Inc. (a)

International Rectifier Corp. 104,300 2,027,331
(a)

JNI Corp. 100 5,344

KEMET Corp. (a) 61,000 1,950,094

Lattice Semiconductor Corp. 123,000 4,351,125
(a)

MEMC Electronic Materials, 30,000 427,500
Inc. (a)

Micrel, Inc. (a) 42,000 2,283,750

PMC-Sierra, Inc. (a) 15,200 1,432,600

Power Integrations, Inc. (a) 30,000 3,058,125

Richardson Electronics Ltd. 10,000 73,125

Semtech Corp. (a) 41,000 1,570,813

Transwitch Corp. (a) 125,000 5,882,813

Triquint Semiconductor, Inc. 41,000 3,280,000
(a)

Zoran Corp. (a) 61,000 1,761,375

71,676,865

PHOTOGRAPHIC EQUIPMENT - 0.7%

Imation Corp. (a) 50,000 1,534,375

In Focus Systems, Inc. (a) 120,000 2,377,500

3,911,875

TOTAL TECHNOLOGY 153,852,782

TRANSPORTATION - 1.7%

AIR TRANSPORTATION - 0.5%

America West Holding Corp. 100,000 2,068,750
Class B (a)

Mesaba Holdings, Inc. (a) 46,000 529,000

2,597,750

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TRANSPORTATION - CONTINUED

SHIPPING - 0.2%

Alexander & Baldwin, Inc. 41,000 $ 984,000

TRUCKING & FREIGHT - 1.0%

American Freightways Corp. (a) 50,000 1,031,250

Arkansas Best Corp. (a) 34,000 471,750

Carey International, Inc. (a) 10,100 213,994

Eagle USA Airfreight, Inc. (a) 40,950 1,208,025

Landstar System, Inc. (a) 40,000 1,620,000

Roadway Express, Inc. 26,000 542,750

USFreightways Corp. 17,000 770,313

5,858,082

TOTAL TRANSPORTATION 9,439,832

UTILITIES - 2.5%

CELLULAR - 0.2%

Price Communications Corp. 67,000 1,457,250

Triton PCS Holdings, Inc. 400 14,100
Class A

1,471,350

ELECTRIC UTILITY - 1.6%

Calpine Corp. (a) 152,000 8,759,000

GAS - 0.7%

Equitable Resources, Inc. 62,000 2,263,000

Southwest Gas Corp. 72,000 1,674,000

3,937,000

TELEPHONE SERVICES - 0.0%

Allied Riser Communications 1,000 18,063
Corp.

TOTAL UTILITIES 14,185,413

TOTAL COMMON STOCKS 533,653,238
(Cost $443,400,467)

INVESTMENT COMPANIES - 1.8%

Brazil Fund, Inc. 15,000 200,625

Central European Equity Fund, 50,000 625,000
Inc.

Chile Fund, Inc. 29,000 291,813

Emerging Markets 147,737 1,274,232
Infrastructure Fund, Inc.

Emerging Markets 40,000 430,000
Telecommunication Fund, Inc.

INVESTMENT COMPANIES -
CONTINUED

SHARES VALUE (NOTE 1)

Italy Fund, Inc. (The) 170,000 $ 2,380,000

Kemper Global Growth Fund of 50,747 1,054,023
Spain Class A

Mexico Fund, Inc. (The) 45,000 644,063

Morgan Stanley Asia-Pacific 65,000 629,688
Fund, Inc.

Morgan Stanley Emerging 46,000 514,625
Markets Fund, Inc. (a)

New Germany Fund, Inc. (The) 66,000 796,125

Portugal Fund, Inc. 50,000 615,625

Singapore Fund, Inc. 19,000 169,813

Southern Africa Fund, Inc. 17,213 201,177

TOTAL INVESTMENT COMPANIES 9,826,809
(Cost $11,152,440)

CASH EQUIVALENTS - 8.7%

Central Cash Collateral Fund, 8,125,007 8,125,007
5.26% (b)

Taxable Central Cash Fund, 40,334,918 40,334,918
5.21% (b)

TOTAL CASH EQUIVALENTS 48,459,925
(Cost $48,459,925)

TOTAL INVESTMENT PORTFOLIO - 591,939,972
106.5%
(Cost $503,012,832)

NET OTHER ASSETS - (6.5)% (36,008,943)

NET ASSETS - 100% $ 555,931,029

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

At October 31, 1999, the aggregate cost
of investment securities for income tax purposes was $503,134,937. Net
unrealized appreciation aggregated $88,805,035, of which $111,165,948
related to appreciated investment securities and $22,360,913 related
to depreciated investment securities.

At October 31, 1999, the fund had a capital loss carryforward of
approximately $40,200,000 all of which will expire on October 31,
2006.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999

ASSETS

Investment in securities, at $ 591,939,972
value (cost $503,012,832) -
See accompanying schedule

Receivable for investments 10,072,974
sold

Receivable for fund shares 950,865
sold

Dividends receivable 84,508

Interest receivable 151,178

Redemption fees receivable 358

Other receivables 304,939

TOTAL ASSETS 603,504,794

LIABILITIES

Payable to custodian bank $ 21,787

Payable for investments 38,226,638
purchased

Payable for fund shares 857,494
redeemed

Accrued management fee 201,236

Other payables and accrued 141,603
expenses

Collateral on securities 8,125,007
loaned, at value

TOTAL LIABILITIES 47,573,765

NET ASSETS $ 555,931,029

Net Assets consist of:

Paid in capital $ 506,542,769

Undistributed net investment 480,924
income

Accumulated undistributed net (40,019,804)
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 88,927,140
(depreciation) on investments

NET ASSETS, for 39,040,216 $ 555,931,029
shares outstanding

NET ASSET VALUE, offering $14.24
price and redemption price
per share ($555,931,029
(divided by) 39,040,216
shares)

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS

SIX MONTHS ENDED OCTOBER 31, YEAR ENDED APRIL 30, 1999
1999

INVESTMENT INCOME $ 1,396,516 $ 5,556,311
Dividends

Interest 1,476,071 3,767,736

Security lending 2,713 -

TOTAL INCOME 2,875,300 9,324,047

EXPENSES

Management fee Basic fee 1,837,664 4,491,378

Performance adjustment (591,193) (770,621)

Transfer agent fees 963,022 2,072,368

Accounting and security 164,993 295,830
lending fees

Non-interested trustees' 999 2,065
compensation

Custodian fees and expenses 15,389 33,178

Registration fees 32,451 61,805

Audit 11,849 37,027

Legal 7,860 5,909

Reports to shareholders 80,211 -

Miscellaneous 361 542

Total expenses before 2,523,606 6,229,481
reductions

Expense reductions (104,196) (258,820)

TOTAL EXPENSES AFTER 2,419,410 5,970,661
REDUCTIONS

NET INVESTMENT INCOME 455,890 3,353,386

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

Investment securities 56,445,088 (75,489,580)

Foreign currency transactions (3) 147

Futures contracts - (19,527,547)

Total net realized gain (loss) 56,445,085 (95,016,980)

Change in net unrealized (37,100,153) (94,922,460)
appreciation (depreciation)
on: Investment securities

Futures contracts - (882,943)

Total change in net (37,100,153) (95,805,403)
unrealized appreciation
(depreciation)

NET GAIN (LOSS) 19,344,932 (190,822,383)

NET INCREASE (DECREASE) IN $ 19,800,822 $ (187,468,997)
NET ASSETS RESULTING FROM
OPERATIONS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS ENDED OCTOBER 31, YEAR ENDED APRIL 30, 1999 YEAR ENDED APRIL 30, 1998
1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 455,890 $ 3,353,386 $ 4,550,040
income

Net realized gain (loss) 56,445,085 (95,016,980) 86,477,045

Change in net unrealized (37,100,153) (95,805,403) 167,147,569
appreciation (depreciation)

NET INCREASE (DECREASE) IN 19,800,822 (187,468,997) 258,174,654
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (2,935,264) (1,778,107) (5,800,797)
From net investment income

From net realized gain - (30,938,619) (53,690,763)

TOTAL DISTRIBUTIONS (2,935,264) (32,716,726) (59,491,560)

Share transactions Net 64,140,263 332,647,409 606,422,745
proceeds from sales of shares

Reinvestment of distributions 2,869,601 32,481,558 59,048,723

Cost of shares redeemed (119,146,239) (473,182,473) (397,131,032)

NET INCREASE (DECREASE) IN (52,136,375) (108,053,506) 268,340,436
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 150,786 718,292 882,960

TOTAL INCREASE (DECREASE) (35,120,031) (327,520,937) 467,906,490
IN NET ASSETS

NET ASSETS

Beginning of period 591,051,060 918,571,997 450,665,507

End of period (including $ 555,931,029 $ 591,051,060 $ 918,571,997
undistributed net investment
income of $480,924,
$3,718,168 and $2,114,416,
respectively)

OTHER INFORMATION
Shares

Sold 4,525,388 24,088,575 37,016,611

Issued in reinvestment of 204,096 1,980,592 3,782,147
distributions

Redeemed (8,438,204) (34,043,312) (24,590,359)

Net increase (decrease) (3,708,720) (7,974,145) 16,208,399

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

YEARS ENDED OCTOBER 31, 1999 F 1999 G 1998 G 1997 G 1996 G 1995 G

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 13.83 $ 18.11 $ 13.06 $ 13.89 $ 10.93 $ 10.61
period

Income from Investment
Operations

Net investment income .01 D .07 D .10 D .06 D .07 .05

Net realized and urealized .47 (3.71) 6.20 (.39) 3.74 .28
gain (loss)

Total from investment .48 (3.64) 6.30 (.33) 3.81 .33
operations

Less Distributions

From net investment income (.07) (.04) (.13) (.01) (.08) (.01)

From net realized gain - (.61) (1.14) (.51) (.77) -

Total distributions (.07) (.65) (1.27) (.52) (.85) (.01)

Redemption fees added to paid - .01 .02 .02 - -
in capital

Net asset value, end of $ 14.24 $ 13.83 $ 18.11 $ 13.06 $ 13.89 $ 10.93
period

TOTAL RETURN B, C 3.48% (20.61)% 50.21% (2.38)% 35.72% 3.12%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 555,931 $ 591,051 $ 918,572 $ 450,666 $ 554,573 $ 562,736
(000 omitted)

Ratio of expenses to average .86% A .89% 1.01% .95% 1.01% .97%
net assets

Ratio of expenses to average .82% A, E .85% E .97% E .90% E .99% E .90% E
net assets after expense
reductions

Ratio of net investment .15% A .48% .63% .41% .39% .40%
income to average net assets

Portfolio turnover rate 173% A 96% 88% 176% 192% 182%

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE AND
FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D NET INVESTMENT INCOME 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.
F SIX MONTHS ENDED OCTOBER 31
G YEAR ENDED APRIL 30

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity Small Cap Selector (the fund) is a fund of Fidelity Capital
Trust (the trust) (formerly a fund of Fidelity Commonwealth 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. On September 17, 1998, the Board of Trustees
approved, and on July 14, 1999 the shareholders approved, a change in
the fiscal year-end of the fund to October 31, 1999. Accordingly, the
financial statements of the fund are presented for the six-month
period ended. 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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

FOREIGN CURRENCY TRANSLATION - CONTINUED

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."

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, foreign currency transactions,
passive foreign investment companies (PFIC), partnerships, non-taxable
dividends, capital loss carryforwards and losses deferred due to wash
sales.

SHORT-TERM TRADING (REDEMPTION) FEES. Shares held in the fund less
than 90 days are subject to a short-term trading fee equal to 1.50% 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.

CENTRAL CASH FUNDS. Pursuant to an Exemptive Order issued by the SEC,
the fund may invest in the Taxable Central Cash Fund and the Central
Cash Collateral Fund (the Cash Funds) managed by Fidelity Investments
Money Management, Inc., an affiliate of FMR. The Cash Funds are
open-end money market funds available only to investment companies and
other accounts managed by FMR and its affiliates. The Cash Funds seek
preservation of capital, liquidity, and current income. Income
distributions from the Cash Funds are declared daily and paid monthly
from net interest income. Income distributions earned by the fund are
recorded as either interest income or security lending income in the
accompanying financial statements.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $465,454,797 and $475,762,406, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

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 periods ended, October 31, 1999 and April 30,
1999, the management fee was equivalent to an annualized rate of .42%
and an annual rate of .53%, respectively, 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 periods ended, October 31, 1999 and
April 30, 1999, the transfer agent fees were equivalent to an
annualized rate of .33% and an annual rate of .29%, respectively, of
average net assets.

5. SECURITY LENDING.

6. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the periods ended, October 31,
1999 and April 30, 1999, the fund's expenses were reduced by $89,515
and $222,737, respectively, under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the periods ended, October 31, 1999 and April 30, 1999, the fund's
custodian and transfer agent fees were reduced by $2,550 and $12,131,
and $4,405 and $31,678, respectively, under these arrangements.

INDEPENDENT AUDITORS' REPORT

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity
Small Cap Selector (formerly a fund of Fidelity Commonwealth Trust):

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments of Fidelity Small Cap Selector
as of October 31, 1999, and the related statements of operations,
changes in net assets and financial highlights for the six months
ended October 31, 1999 and for the year ended April 30, 1999. These
financial statements and financial highlights are the responsibility
of the Fund's management. Our responsibility is to express an opinion
on these financial statements and financial highlights based on our
audits. The statement of changes in net assets for the year ended
April 30, 1998, and the financial highlights for each of the years in
the four-year period ended April 30, 1998 were audited by other
auditors whose report, dated June 5, 1998, expressed an unqualified
opinion on those statements and financial highlights.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of the securities owned at October 31, 1999, by
correspondence

with the custodian and brokers; where replies were not received from
brokers, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Fidelity Small Cap Selector at October 31, 1999, the results of its
operations, the changes in its net assets, and its financial
highlights for the year then ended in conformity with generally
accepted accounting principles.

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 3, 1999

PROXY VOTING RESULTS

A special meeting of the fund's shareholders was held on September 15,
1999. The results of votes taken among shareholders on proposals
before them are reported below. Each vote reported represents one
dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# OF % OF
VOTES CAST VOTES CAST

RALPH F. COX
Affirmative 7,509,257,042.22 90.253

Withheld 810,974,411.70 9.747

TOTAL 8,320,231,453.92 100.000

PHYLLIS BURKE DAVIS
Affirmative 7,506,231,332.96 90.217

Withheld 814,000,120.96 9.783

TOTAL 8,320,231,453.92 100.000

ROBERT M. GATES
Affirmative 7,504,032,770.58 90.190

Withheld 816,198,683.34 9.810

TOTAL 8,320,231,453.92 100.000

EDWARD C. JOHNSON 3D
Affirmative 7,507,525,603.81 90.232

Withheld 812,705,850.11 9.768

TOTAL 8,320,231,453.92 100.000

E. BRADLEY JONES
Affirmative 7,499,372,595.84 90.134

Withheld 820,858,858.08 9.866

TOTAL 8,320,231,453.92 100.000

DONALD J. KIRK
Affirmative 7,511,636,484.25 90.282

Withheld 808,594,969.67 9.718

TOTAL 8,320,231,453.92 100.000

# OF % OF
VOTES CAST VOTES CAST

PETER S. LYNCH
Affirmative 7,511,302,034.68 90.278

Withheld 808,929,419.24 9.722

TOTAL 8,320,231,453.92 100.000

WILLIAM O. MCCOY
Affirmative 7,511,311,111.53 90.278

Withheld 808,920,342.39 9.722

TOTAL 8,320,231,453.92 100.000

GERALD C. MCDONOUGH
Affirmative 7,500,473,641.76 90.147

Withheld 819,757,812.16 9.853

TOTAL 8,320,231,453.92 100.000

MARVIN L. MANN
Affirmative 7,511,368,292.01 90.278

Withheld 808,863,161.91 9.722

TOTAL 8,320,231,453.92 100.000

ROBERT C. POZEN
Affirmative 7,508,639,836.16 90.246

Withheld 811,591,617.76 9.754

TOTAL 8,320,231,453.92 100.000

THOMAS R. WILLIAMS
Affirmative 7,501,155,831.96 90.156

Withheld 819,075,621.96 9.844

TOTAL 8,320,231,453.92 100.000

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent
accountants of the fund.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 244,011,094.28 78.724

Against 4,411,030.28 1.423

Abstain 61,537,170.36 19.853

TOTAL 309,959,294.92 100.000

PROPOSAL 3

To adopt an Amended and Restated Declaration of Trust.*

# OF % OF
VOTES CAST VOTES CAST

Affirmative 6,878,704,796.76 82.675

Against 319,740,789.58 3.843

Abstain 1,121,686,130.62 13.482

TOTAL 8,320,131,716.96 100.000

PROPOSAL 4

To approve an amended management contract for the fund that would
reduce the management fee payable to FMR by the fund as FMR's assets
under management increase, allow future modifications of the contract
without a shareholder vote if permitted by the 1940 Act, and modify
the performance adjustment calculations.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 227,077,001.49 73.260

Against 12,089,657.66 3.901

Abstain 70,792,635.77 22.839

TOTAL 309,959,294.92 100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to allow
FMR, FMR U.K., and the trust, on behalf of the fund, to modify the
agreement subject to the requirements of the 1940 Act.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 228,608,261.54 73.754

Against 10,662,235.34 3.440

Abstain 70,688,798.04 22.806

TOTAL 309,959,294.92 100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to
allow FMR, FMR Far East., and the trust, on behalf of the fund, to
modify the agreement subject to the requirements of the 1940 Act.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 229,848,123.70 74.154

Against 9,098,306.41 2.936

Abstain 71,012,864.81 22.910

TOTAL 309,959,294.92 100.000

PROPOSAL 7

To approve a distribution and service plan pursuant to Rule 12b-1 for
the fund that describes all material aspects of the proposed financing
for the distribution of shares of the fund.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 223,518,283.02 72.112

Against 14,303,243.98 4.615

Abstain 72,137,767.92 23.273

TOTAL 309,959,294.92 100.000

PROPOSAL 8

To approve an Agreement and Plan providing for the reorganization of
the fund from a separate series of one Massachusetts business trust to
another.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 228,815,889.95 73.821

Against 9,114,047.84 2.941

Abstain 72,029,357.13 23.238

TOTAL 309,959,294.92 100.000

PROPOSAL 9

To amend the fund's fundamental investment limitation concerning
diversification to exclude "securities of other investment companies"
from the limitation.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 223,925,797.73 72.244

Against 15,421,381.79 4.975

Abstain 70,612,115.40 22.781

TOTAL 309,959,294.92 100.000

*DENOTES TRUST-WIDE PROPOSALS AND VOTING RESULTS.

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OFFICERS
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Robert C. Pozen, Senior Vice President
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FIDELITY'S GROWTH FUNDS
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FIDELITY(REGISTERED TRADEMARK)
TECHNOQUANT(REGISTERED TRADEMARK) GROWTH
FUND

ANNUAL REPORT
OCTOBER 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

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

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

PERIODS ENDED OCTOBER 31, 1999 PAST 1 YEAR LIFE OF FUND

FIDELITY TECHNOQUANT GROWTH 29.80% 64.55%

FIDELITY TECHNOQUANT GROWTH 25.91% 59.62%
(INCL. 3.00% SALES CHARGE)

S&P 500 (registered trademark) 25.67% 95.63%

Capital Appreciation Funds 36.56% n/a
Average

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 market
capitalization-weighted 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 Inc. The
past one year average represents a peer group of 278 mutual funds.
These benchmarks include reinvested dividends and capital gains, if
any, and exclude the effect of sales charges. Lipper has created new
comparison categories that group funds according to portfolio
characteristics and capitalization, as well as by capitalization only.
These averages are listed on page 5 of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED OCTOBER 31, 1999 PAST 1 YEAR LIFE OF FUND

FIDELITY TECHNOQUANT GROWTH 29.80% 18.28%

FIDELITY TECHNOQUANT GROWTH 25.91% 17.07%
(INCL. 3.00% SALES CHARGE)

S&P 500 25.67% 25.38%

Capital Appreciation Funds 36.56% n/a
Average

$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
1998/10/31 12296.80 15567.06
1998/11/30 12971.44 16510.58
1998/12/31 13948.31 17461.92
1999/01/31 15325.40 18192.17
1999/02/28 14188.25 17626.76
1999/03/31 15127.18 18332.01
1999/04/30 14928.96 19042.01
1999/05/31 14563.83 18592.42
1999/06/30 15450.59 19624.30
1999/07/31 15200.21 19011.63
1999/08/31 15210.64 18917.53
1999/09/30 14970.69 18399.00
1999/10/29 15961.79 19563.28
IMATRL PRASUN SHR__CHT 19991031 19991109 143444 R00000000000039

$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, 1999, the value of the investment
would have grown to $15,962 - a 59.62% 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 $19,563 - a
95.63% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER MULTI-CAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTI-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF OCTOBER 31, 1999, THE ONE
YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR THE MULTI-CAP
CORE FUNDS IS 23.12%. THE ONE YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE MULTI-CAP SUPERGROUP IS 24.64%.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(photograph of Tim Krochuk)

An interview with Tim Krochuk, Portfolio Manager of Fidelity
TechnoQuant Growth Fund

Q. HOW DID THE FUND PERFORM, TIM?

A. For the 12 months that ended October 31, 1999, the fund returned
29.80%, while the Standard & Poor's 500 Index returned 25.67%. The
capital appreciation funds average, as tracked by Lipper Inc.,
returned 36.56% for the same time period.

Q. WHY DID THE FUND OUTPERFORM THE S&P 500 YET TRAIL ITS PEER GROUP
DURING THE PERIOD?

A. The fund outperformed the S&P 500 primarily because of the
portfolio's higher exposure to large, momentum-driven market sectors
such as technology and Internet services. Conversely, the fund lagged
its peer group because a relatively smaller proportion of the
portfolio's assets were invested in the same technology and Internet
sectors. In other words, my quantitative models suggested a portfolio
that was more concentrated than the broad market. At the same time,
they suggested a more diversified portfolio than the peer group, in
which many funds maintained or increased their large-cap growth bias
during the period.

Q. WHAT DROVE YOUR QUANTITATIVE MODELS OVER THE PAST YEAR?

A. The most important factor was market breadth - the number of stocks
and industries participating in the market's advance. Over the past 12
months, breadth took a roller-coaster ride, with as few as 30% and as
many as 64% of the stocks in the S&P fueling the market's rise. Early
in the period, only a few sectors - and only the largest stocks within
those sectors - were participating in the market's gain. At that time,
I added more technical measures - including market activity and
company size - to my models in order to reduce the risks associated
with being underrepresented in industry sectors experiencing positive
momentum. Over the course of the next several months, my models
increasingly gave more weight to these new factors. Although the fund
remained well-diversified, with over 150 stocks at the end of October,
my models allocated more assets to larger stocks within industries
experiencing strong momentum, such as technology.

Q. WHICH HOLDINGS BENEFITED THE FUND'S PERFORMANCE?

A. The biggest contributors to performance reflected the fund's
strategic shift towards a higher concentration in market-leading
sectors. Five of the top-10 performers, for instance, were large-cap
technology stocks. America Online, Texas Instruments, EMC Corp., Intel
and Teradyne all performed well on the basis of attractive technical
characteristics - including money inflows and trading volume - as well
as strong market momentum and fundamentally attractive business
prospects. The fund sold its position in EMC before the period ended.
Biotechnology stocks such as Amgen and Biogen also generated strong
returns. The biotech sector was attractive for a variety of reasons.
Companies were relatively unaffected by changing interest rates, and
most were not subjected to significant political or legal pressures.
Also, the models' technical analysis suggested that the biotechnology
group was beginning to break out of its four-year slump.

Q. WERE THERE ANY DISAPPOINTMENTS?

A. Fortunately, there weren't any large disappointments. However,
during the spring, my models began predicting a more difficult
environment for large, high price-to-earnings stocks, mostly in
response to increasing manufacturing activity and potentially higher
interest rates and inflation. The models suggested boosting the
portfolio's allocation of defensive stocks that could stabilize the
fund's returns in a weak, late-cycle market environment. Many of these
stocks - including Philip Morris, Clorox and Heinz - failed to live up
to the potential my models suggested over the short term.

Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS?

A. I expect volatility to continue on two fronts - price and market
breadth. We appear to be in a late-cycle market environment similar to
those seen in 1994 and 1987. The question is whether the current
environment will unfold like 1994 - with flat returns and significant
volatility - or like 1987 - with a sharp correction. In either case, I
believe an investor's best protection is to remain fully invested and
to remain diversified.

(checkmark)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, 1999,
more than $50 million

MANAGER: Tim Krochuk, since
inception; quantitative
analyst, 1994-1996; equity
research associate, 1992-
1994; joined Fidelity in
1992

TIM KROCHUK ON MARKET
UNCERTAINTY AND THE
YEAR 2000:

"The market environment of the past
18 months has convinced me that
volatility may be here to stay.
Between the Asian economic crisis
and recovery, a strong U.S.
economy, and Federal Reserve
Board posturing, investors have
become conditioned to the
uncertainty of market highs one
week followed by a sell-off the next.
As we look ahead, Year 2000 - or
Y2K - issues further complicate
the investment environment.
Uncertainty exists over how Y2K
may affect the markets over the next
several months.

"In uncertain environments,
investors are often advised to follow
long-term market trends. Over the
past 10 years, the S&P 500 was up
in 69% of the months, and in 58%
of the weeks. By keeping assets in
the stock market, investors
reduce the risk of picking the
`wrong' month or week to be
uninvested. Although market
volatility may be high, it's important
to stick with an investment plan
while this perceived risk factor
plays itself out. By remaining
invested with an appropriately
diversified portfolio, investors may
moderate the dangers and
participate in the opportunities
created by uncertainty
surrounding Y2K."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF OCTOBER
31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

General Electric Co. 4.3 2.0

Microsoft Corp. 4.2 3.9

Wal-Mart Stores, Inc. 2.8 1.2

Quaker Oats Co. 2.7 2.5

MCI WorldCom, Inc. 2.4 2.6

Alcoa, Inc. 2.2 2.2

Cisco Systems, Inc. 2.0 0.0

Citigroup, Inc. 1.9 1.7

Intel Corp. 1.8 2.0

Procter & Gamble Co. 1.8 1.6

26.1 19.7

TOP FIVE MARKET SECTORS AS OF
OCTOBER 31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 29.4 21.5

ENERGY 9.7 7.6

NONDURABLES 9.6 11.0

UTILITIES 9.3 9.0

INDUSTRIAL MACHINERY & 7.2 5.1
EQUIPMENT

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF OCTOBER 31, 1999 * AS OF APRIL 30, 1999 **

Stocks 95.7% Stocks 92.8%

Short-Term Investments and Short-Term Investments and
Net Other Assets 4.3% Net Other Assets 7.2%

* FOREIGN INVESTMENTS 2.8% ** FOREIGN INVESTMENTS 0.2%

Row: 1, Col: 1, Value: 95.7 Row: 1, Col: 1, Value: 92.8
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 4.3 Row: 1, Col: 8, Value: 7.2

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS OCTOBER 31, 1999

Showing Percentage of Net Assets

COMMON STOCKS - 95.7%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.9%

Advanced Aerodynamics & 99,000 $ 247,500
Structures, Inc. Class A (a)

AlliedSignal, Inc. 3,400 193,588

Boeing Co. 200 9,213

450,301

BASIC INDUSTRIES - 3.9%

CHEMICALS & PLASTICS - 0.8%

Dow Chemical Co. 2,700 319,275

Praxair, Inc. 2,500 116,875

436,150

METALS & MINING - 2.2%

Alcoa, Inc. 18,000 1,093,500

PAPER & FOREST PRODUCTS - 0.9%

International Paper Co. 2,900 152,613

Kimberly-Clark Corp. 4,100 258,813

Willamette Industries, Inc. 1,000 41,563

452,989

TOTAL BASIC INDUSTRIES 1,982,639

DURABLES - 1.2%

AUTOS, TIRES, & ACCESSORIES -
0.3%

AutoZone, Inc. (a) 5,800 154,063

CONSUMER DURABLES - 0.4%

Minnesota Mining & 2,000 190,125
Manufacturing Co.

TEXTILES & APPAREL - 0.5%

NIKE, Inc. Class B 4,400 248,325

TOTAL DURABLES 592,513

ENERGY - 9.7%

ENERGY SERVICES - 3.0%

Baker Hughes, Inc. 6,600 184,388

ENSCO International, Inc. 19,800 383,625

Halliburton Co. 5,700 214,819

Schlumberger Ltd. 3,900 236,194

Tidewater, Inc. 17,000 510,000

1,529,026

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

ENERGY - CONTINUED

OIL & GAS - 6.7%

Amerada Hess Corp. 8,000 $ 459,000

Anadarko Petroleum Corp. 2,300 70,869

Anderson Exploration Ltd. (a) 200 2,575

Apache Corp. 11,000 429,000

Burlington Resources, Inc. 4,300 149,963

EOG Resources, Inc. 4,300 89,494

Gulf Canada Resources Ltd. (a) 200 802

Kerr-McGee Corp. 4,000 215,000

Murphy Oil Corp. 3,000 168,188

Texaco, Inc. 8,000 491,000

The Coastal Corp. 5,200 219,050

Tom Brown, Inc. (a) 16,400 225,500

Union Pacific Resources 26,700 387,150
Group, Inc.

Unocal Corp. 3,800 131,100

USX-Marathon Group 11,200 326,200

3,364,891

TOTAL ENERGY 4,893,917

FINANCE - 7.0%

BANKS - 0.6%

Wells Fargo & Co. 6,000 287,250

CREDIT & OTHER FINANCE - 3.4%

American Express Co. 3,200 492,800

Citigroup, Inc. 18,000 974,250

MBNA Corp. 4,600 127,075

MicroFinancial, Inc. 8,000 87,500

1,681,625

INSURANCE - 1.6%

American General Corp. 4,100 304,169

CIGNA Corp. 3,700 276,575

Horace Mann Educators Corp. 4,700 132,481

Travelers Property Casualty 3,100 111,600
Corp. Class A

824,825

SAVINGS & LOANS - 0.5%

Golden West Financial Corp. 2,300 257,025

SECURITIES INDUSTRY - 0.9%

Goldman Sachs Group, Inc. 1,000 71,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

SECURITIES INDUSTRY - CONTINUED

Hambrecht & Quist Group (a) 5,700 $ 281,438

Legg Mason, Inc. 3,200 116,400

468,838

TOTAL FINANCE 3,519,563

HEALTH - 6.7%

DRUGS & PHARMACEUTICALS - 5.1%

Allergan, Inc. 2,200 236,225

Alpharma, Inc. Class A 7,400 260,388

Amgen, Inc. (a) 6,300 502,425

Biogen, Inc. (a) 9,000 667,125

Bristol-Myers Squibb Co. 9,300 714,356

Warner-Lambert Co. 2,600 207,513

2,588,032

MEDICAL EQUIPMENT & SUPPLIES
- - 1.6%

Johnson & Johnson 5,900 618,025

VISX, Inc. (a) 2,800 175,175

793,200

TOTAL HEALTH 3,381,232

INDUSTRIAL MACHINERY &
EQUIPMENT - 7.2%

ELECTRICAL EQUIPMENT - 6.1%

General Electric Co. 15,900 2,155,428

General Instrument Corp. (a) 15,200 817,950

Plug Power, Inc. 100 1,600

Scientific-Atlanta, Inc. 1,800 103,050

3,078,028

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.1%

Caterpillar, Inc. 1,700 93,925

Illinois Tool Works, Inc. 3,300 241,725

Ingersoll-Rand Co. 3,800 198,550

Milacron, Inc. 600 9,863

544,063

TOTAL INDUSTRIAL MACHINERY & 3,622,091
EQUIPMENT

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - 5.2%

BROADCASTING - 2.7%

AMFM, Inc. (a) 1,700 $ 119,000

Chris-Craft Industries, Inc. 7,931 553,187

Clear Channel Communications, 1,300 104,488
Inc. (a)

Spanish Broadcasting System, 500 13,313
Inc. Class A

Time Warner, Inc. 8,000 557,500

1,347,488

ENTERTAINMENT - 0.5%

King World Productions, Inc. 6,700 259,625
(a)

LODGING & GAMING - 0.7%

Harrah's Entertainment, Inc. 6,400 185,200
(a)

Promus Hotel Corp. (a) 4,600 157,550

342,750

PUBLISHING - 1.1%

Gannet Co., Inc. 3,600 277,650

Knight-Ridder, Inc. 4,700 298,450

576,100

RESTAURANTS - 0.2%

McDonald's Corp. 2,200 90,750

TOTAL MEDIA & LEISURE 2,616,713

NONDURABLES - 9.6%

BEVERAGES - 1.5%

Canandaigua Brands, Inc. 800 48,400
Class A (a)

Coors (Adolph) Co. Class B 12,900 715,950

764,350

FOODS - 4.6%

Corn Products International, 3,900 126,994
Inc.

Dean Foods Co. 6,000 277,500

General Mills, Inc. 1,800 156,938

H.J. Heinz Co. 7,600 362,900

Quaker Oats Co. 19,700 1,379,000

2,303,332

HOUSEHOLD PRODUCTS - 2.7%

Clorox Co. 7,800 319,313

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

NONDURABLES - CONTINUED

HOUSEHOLD PRODUCTS - CONTINUED

Colgate-Palmolive Co. 2,500 $ 151,250

Procter & Gamble Co. 8,500 891,438

1,362,001

TOBACCO - 0.8%

Philip Morris Companies, Inc. 12,200 307,288

UST, Inc. 3,100 85,831

393,119

TOTAL NONDURABLES 4,822,802

RETAIL & WHOLESALE - 4.3%

GENERAL MERCHANDISE STORES -
2.8%

Wal-Mart Stores, Inc. 25,300 1,434,194

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.5%

Best Buy Co., Inc. (a) 1,700 94,456

E-Stamp Corp. 100 2,325

Home Depot, Inc. 8,400 634,200

730,981

TOTAL RETAIL & WHOLESALE 2,165,175

SERVICES - 0.8%

ADVERTISING - 0.3%

Interpublic Group of 300 12,188
Companies, Inc.

TMP Worldwide, Inc. (a) 1,700 106,144

118,332

LEASING & RENTAL - 0.5%

Ryder System, Inc. 12,200 260,775

SERVICES - 0.0%

Jupiter Communications, Inc. 100 3,438

Korn/Ferry International (a) 100 2,225

Netcentives, Inc. 100 1,675

7,338

TOTAL SERVICES 386,445

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - 29.4%

COMMUNICATIONS EQUIPMENT - 5.1%

3Com Corp. (a) 3,600 $ 104,400

Cisco Systems, Inc. (a) 13,652 1,010,248

Lucent Technologies, Inc. 11,200 719,600

Nokia AB sponsored ADR 6,100 704,931

2,539,179

COMPUTER SERVICES & SOFTWARE
- - 10.0%

Akamai Technologies, Inc. 100 14,519

America Online, Inc. (a) 3,800 492,813

BEA Systems, Inc. (a) 1,900 86,688

BMC Software, Inc. (a) 1,500 96,281

BroadVision, Inc. (a) 1,500 109,500

CMGI, Inc. (a) 2,100 229,819

Compuware Corp. (a) 1,600 44,500

Concord Communications, Inc. 2,300 119,456
(a)

Cysive, Inc. 100 5,756

Data Return Corp. 100 1,506

eBay, Inc. 1,000 135,125

Electronic Arts, Inc. (a) 300 24,244

Electronics for Imaging, Inc. 2,900 116,906
(a)

Inktomi Corp. (a) 2,000 202,875

Interactive Pictures Corp. 5,800 136,663

Intertrust Technologies Corp. 100 5,450

Microsoft Corp. (a) 22,700 2,101,169

Open Market, Inc. (a) 11,200 198,800

Predictive Systems, Inc. 100 4,350

RADWARE Ltd. (a) 100 5,144

Rational Software Corp. (a) 13,700 585,675

Scient Corp. 200 24,775

VERITAS Software Corp. (a) 2,800 302,050

ZapMe! Corp. 500 3,750

5,047,814

COMPUTERS & OFFICE EQUIPMENT
- - 0.1%

MTI Technology Corp. (a) 2,100 35,569

SmartDisk Corp. 100 5,481

41,050

ELECTRONIC INSTRUMENTS - 4.1%

KLA-Tencor Corp. (a) 9,600 760,200

Kulicke & Soffa Industries, 18,800 553,425
Inc. (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONIC INSTRUMENTS -
CONTINUED

MKS Instruments, Inc. (a) 5,000 $ 105,000

Teradyne, Inc. (a) 16,800 646,800

2,065,425

ELECTRONICS - 10.1%

Analog Devices, Inc. (a) 2,900 154,063

AVX Corp. 9,700 388,000

Broadcom Corp. Class A (a) 1,200 153,375

Brocade Communications 100 26,900
Systems, Inc.

Celestica, Inc. (sub-vtg.) (a) 4,500 247,673

Flextronics International 2,900 205,900
Ltd. (a)

Intel Corp. 11,600 898,275

JNI Corp. 100 5,344

Kent Electronics Corp. (a) 4,700 91,356

Micron Technology, Inc. (a) 3,300 235,331

Motorola, Inc. 7,400 721,038

Power Integrations, Inc. (a) 700 71,356

Sanmina Corp. (a) 5,100 459,319

Texas Instruments, Inc. 8,400 753,900

Vishay Intertechnology, Inc. 26,850 656,147
(a)

5,067,977

TOTAL TECHNOLOGY 14,761,445

TRANSPORTATION - 0.5%

TRUCKING & FREIGHT - 0.5%

USFreightways Corp. 5,700 258,281

UTILITIES - 9.3%

CELLULAR - 0.4%

AirGate PCS, Inc. 200 10,000

QUALCOMM, Inc. (a) 800 178,200

Triton PCS Holdings, Inc. 100 3,525
Class A

191,725

ELECTRIC UTILITY - 3.2%

AES Corp. (a) 1,900 107,231

Allegheny Energy, Inc. 3,100 98,619

Consolidated Edison, Inc. 5,600 213,850

Dominion Resources, Inc. 5,800 279,125

DTE Energy Co. 3,000 99,563

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

Duke Energy Corp. 2,500 $ 141,250

Entergy Corp. 5,700 170,644

FirstEnergy Corp. 3,900 101,644

FPL Group, Inc. 7,400 372,313

Texas Utilities Co. 1,300 50,375

1,634,614

GAS - 1.0%

El Paso Energy Corp. 6,300 258,300

Equitable Resources, Inc. 4,100 149,650

Questar Corp. 5,400 97,200

505,150

TELEPHONE SERVICES - 4.7%

Allied Riser Communications 500 9,031
Corp.

AT&T Corp. 11,600 542,300

MCI WorldCom, Inc. (a) 13,900 1,192,794

SBC Communications, Inc. 11,800 601,063

2,345,188

TOTAL UTILITIES 4,676,677

TOTAL COMMON STOCKS 48,129,794
(Cost $38,496,217)

CASH EQUIVALENTS - 3.8%

Central Cash Collateral Fund, 143,079 143,079
5.26% (b)

Taxable Central Cash Fund, 1,742,470 1,742,470
5.21% (b)

TOTAL CASH EQUIVALENTS 1,885,549
(Cost $1,885,549)

TOTAL INVESTMENT PORTFOLIO - 50,015,343
99.5%
(Cost $40,381,766)

NET OTHER ASSETS - 0.5% 257,390

NET ASSETS - 100% $ 50,272,733

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

At October 31, 1999, the aggregate cost
of investment securities for income tax purposes was $40,486,214. Net
unrealized appreciation aggregated $9,529,129, of which $10,500,673
related to appreciated investment securities and $971,544 related to
depreciated investment securities.

The fund hereby designates approximately $994,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999

ASSETS

Investment in securities, at $ 50,015,343
value (cost $40,381,766) -
See accompanying schedule

Cash 74,869

Receivable for investments 716,302
sold

Receivable for fund shares 31,863
sold

Dividends receivable 21,607

Interest receivable 14,938

Redemption fees receivable 759

Other receivables 23,555

TOTAL ASSETS 50,899,236

LIABILITIES

Payable for investments $ 190,742
purchased

Payable for fund shares 242,386
redeemed

Accrued management fee 12,895

Other payables and accrued 37,401
expenses

Collateral on securities 143,079
loaned, at value

TOTAL LIABILITIES 626,503

NET ASSETS $ 50,272,733

Net Assets consist of:

Paid in capital $ 32,710,901

Undistributed net investment 110,107
income

Accumulated undistributed net 7,818,148
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 9,633,577
(depreciation) on investments

NET ASSETS, for 3,284,981 $ 50,272,733
shares outstanding

NET ASSET VALUE and $15.30
redemption price per share
($50,272,733 (divided by)
3,284,981 shares)

Maximum offering price per $15.77
share (100/97.00 of $15.30)

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME $ 438,023
Dividends

Interest 109,089

Security lending 348

TOTAL INCOME 547,460

EXPENSES

Management fee Basic fee $ 294,928

Performance adjustment (127,031)

Transfer agent fees 166,877

Accounting and security 60,378
lending fees

Non-interested trustees' 156
compensation

Custodian fees and expenses 6,432

Registration fees 21,786

Audit 26,117

Legal 358

Miscellaneous 119

Total expenses before 450,120
reductions

Expense reductions (12,865) 437,255

NET INVESTMENT INCOME 110,205

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

Investment securities 7,901,399

Foreign currency transactions (99) 7,901,300

Change in net unrealized 5,053,117
appreciation (depreciation)
on investment securities

NET GAIN (LOSS) 12,954,417

NET INCREASE (DECREASE) IN $ 13,064,622
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED OCTOBER 31, 1999 YEAR ENDED OCTOBER 31, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 110,205 $ 234,788
income

Net realized gain (loss) 7,901,300 2,590,743

Change in net unrealized 5,053,117 (2,136,508)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 13,064,622 689,023
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (76,650) -
From net investment income

From net realized gain (919,712) (4,205,729)

TOTAL DISTRIBUTIONS (996,362) (4,205,729)

Share transactions Net 9,062,326 13,851,808
proceeds from sales of shares

Reinvestment of distributions 966,965 4,175,167

Cost of shares redeemed (19,839,456) (59,290,859)

NET INCREASE (DECREASE) IN (9,810,165) (41,263,884)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 12,082 49,923

TOTAL INCREASE (DECREASE) 2,270,177 (44,730,667)
IN NET ASSETS

NET ASSETS

Beginning of period 48,002,556 92,733,223

End of period (including $ 50,272,733 $ 48,002,556
undistributed net investment
income of $110,107 and
$236,418, respectively)

OTHER INFORMATION
Shares

Sold 635,560 1,156,083

Issued in reinvestment of 76,682 368,181
distributions

Redeemed (1,416,006) (4,884,415)

Net increase (decrease) (703,764) (3,360,151)

</TABLE>

FINANCIAL HIGHLIGHTS

YEARS ENDED OCTOBER 31, 1999 1998 1997 F

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 12.03 $ 12.62 $ 10.00
period

Income from Investment
Operations

Net investment income (loss) D .03 .04 (.04)

Net realized and unrealized 3.50 (.03) E 2.64
gain (loss)

Total from investment 3.53 .01 2.60
operations

Less Distributions

From net investment income (.02) - -

From net realized gain (.24) (.61) -

Total distributions (.26) (.61) -

Redemption fees added to paid .00 .01 .02
in capital

Net asset value, end of period $ 15.30 $ 12.03 $ 12.62

TOTAL RETURN B, C 29.80% .45% 26.20%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 50,273 $ 48,003 $ 92,733
(000 omitted)

Ratio of expenses to average .89% .91% 1.24% A
net assets

Ratio of expenses to average .86% G .88% G 1.24% A
net assets after expense
reductions

Ratio of net investment .22% .35% (.35)% A
income (loss) to average
net assets

Portfolio turnover rate 128% 334% 296% A

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
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 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.
F FOR THE PERIOD NOVEMBER 12, 1996 (COMMENCEMENT OF OPERATIONS) TO
OCTOBER 31, 1997.
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1999

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:

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

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."

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, 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.

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.

2. OPERATING POLICIES - CONTINUED

FOREIGN CURRENCY CONTRACTS - CONTINUED

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.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $61,287,265 and $73,547,408, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

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
.33% of average net assets after the performance adjustment.

SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $20,638 on sales of shares of the fund all of which
was retained.

5. SECURITY LENDING.

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 $12,278 under this arrangement.

In addition, through an arrangement with the fund's custodian, 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 fees were reduced by $587 under this arrangement.

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, 1999, 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, 1999 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
December 7, 1999

DISTRIBUTIONS

The Board of Trustees of Fidelity TechnoQuant Growth Fund voted to pay
on December 6, 1999, to shareholders of record at the opening of
business on December 3, 1999, a distribution of $1.99 per share
derived from capital gains realized from sales of portfolio securities
and a dividend of $.04 per share from net investment income.

A total of 100% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

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INVESTMENT ADVISER
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INVESTMENT SUB-ADVISERS
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OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Robert A. Lawrence, Vice President
Tim Krochuk, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead
Ned C. Lautenbach

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

* INDEPENDENT TRUSTEES

TQG-ANN-1299 88230
1.538682.102

CUSTODIAN
The Chase Manhattan Bank
New York, NY

FIDELITY'S GROWTH FUNDS
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Corporate Headquarters
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FIDELITY(REGISTERED TRADEMARK)
VALUE
FUND

ANNUAL REPORT
OCTOBER 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

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 29 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 30

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

PERIODS ENDED OCTOBER 31, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY VALUE 9.24% 82.76% 243.25%

S&P 500 (registered trademark) 25.67% 217.79% 415.36%

Capital Appreciation Funds 36.56% 144.10% 286.27%
Average

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 market capitalization-weighted 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 Inc. The past one year average
represents a peer group of 278 mutual funds. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges. Lipper has created new comparison categories that
group funds according to portfolio characteristics and capitalization,
as well as by capitalization only. These averages are listed on page 5
of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED OCTOBER 31, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY VALUE 9.24% 12.82% 13.13%

S&P 500 25.67% 26.02% 17.82%

Capital Appreciation Funds 36.56% 17.66% 12.91%
Average

$10,000 OVER 10 YEARS

Value S&P 500
00039 SP001
1989/10/31 10000.00 10000.00
1989/11/30 10243.90 10204.00
1989/12/31 10313.81 10448.90
1990/01/31 9381.69 9747.78
1990/02/28 9435.05 9873.52
1990/03/31 9644.96 10135.17
1990/04/30 9563.13 9881.79
1990/05/31 10182.17 10845.27
1990/06/30 9872.65 10771.52
1990/07/31 9780.15 10737.05
1990/08/31 8922.74 9766.42
1990/09/30 8591.88 9290.79
1990/10/31 8399.76 9250.84
1990/11/30 8780.43 9848.45
1990/12/31 8991.38 10123.22
1991/01/31 9468.93 10564.59
1991/02/28 10039.75 11319.96
1991/03/31 10237.49 11593.90
1991/04/30 10371.80 11621.73
1991/05/31 10950.08 12123.79
1991/06/30 10442.68 11568.52
1991/07/31 10953.81 12107.61
1991/08/31 11218.70 12394.56
1991/09/30 11132.89 12187.57
1991/10/31 11263.47 12350.89
1991/11/30 10621.77 11853.15
1991/12/31 11346.73 13209.15
1992/01/31 11815.98 12963.46
1992/02/29 12277.54 13131.98
1992/03/31 12173.69 12875.91
1992/04/30 12516.02 13254.46
1992/05/31 12642.95 13319.41
1992/06/30 12477.55 13120.95
1992/07/31 12873.73 13657.59
1992/08/31 12573.71 13377.61
1992/09/30 12796.80 13535.47
1992/10/31 12850.65 13582.84
1992/11/30 13416.06 14046.02
1992/12/31 13746.60 14218.78
1993/01/31 14123.81 14338.22
1993/02/28 14197.69 14533.22
1993/03/31 14893.77 14839.87
1993/04/30 14975.44 14480.75
1993/05/31 15286.53 14868.83
1993/06/30 15286.53 14911.95
1993/07/31 15613.19 14852.30
1993/08/31 16157.61 15415.20
1993/09/30 16149.83 15296.51
1993/10/31 16635.92 15613.15
1993/11/30 16297.60 15464.82
1993/12/31 16899.68 15651.94
1994/01/31 17777.64 16184.11
1994/02/28 17618.01 15745.52
1994/03/31 16924.88 15059.02
1994/04/30 17315.55 15251.77
1994/05/31 17567.60 15501.90
1994/06/30 17550.80 15122.10
1994/07/31 18096.89 15618.11
1994/08/31 18739.61 16258.45
1994/09/30 18466.56 15860.12
1994/10/31 18781.62 16216.97
1994/11/30 17937.27 15626.35
1994/12/31 18188.91 15858.09
1995/01/31 17979.43 16269.29
1995/02/28 18518.72 16903.30
1995/03/31 19058.02 17402.12
1995/04/30 19490.34 17914.61
1995/05/31 19922.67 18630.66
1995/06/30 20154.43 19063.45
1995/07/31 20952.23 19695.59
1995/08/31 21188.45 19745.03
1995/09/30 21897.11 20578.27
1995/10/31 21446.95 20504.81
1995/11/30 22400.74 21404.97
1995/12/31 23123.90 21817.23
1996/01/31 23748.12 22559.89
1996/02/29 23827.31 22769.02
1996/03/31 24423.57 22988.28
1996/04/30 25066.42 23327.13
1996/05/31 25406.48 23928.73
1996/06/30 25187.54 24019.90
1996/07/31 23906.50 22958.70
1996/08/31 24782.26 23442.90
1996/09/30 25415.79 24762.27
1996/10/31 25616.10 25445.21
1996/11/30 27064.84 27368.62
1996/12/31 27020.61 26826.44
1997/01/31 27602.54 28502.56
1997/02/28 27885.65 28726.02
1997/03/31 27576.33 27545.67
1997/04/30 27780.79 29190.15
1997/05/31 29993.19 30967.24
1997/06/30 31345.79 32354.57
1997/07/31 33416.64 34929.03
1997/08/31 32714.13 32972.30
1997/09/30 34140.13 34778.20
1997/10/31 31843.85 33616.60
1997/11/30 32362.87 35172.72
1997/12/31 32715.94 35776.63
1998/01/31 32667.50 36172.32
1998/02/28 35185.98 38781.07
1998/03/31 36487.59 40767.05
1998/04/30 37038.51 41177.16
1998/05/31 36160.67 40469.33
1998/06/30 35730.84 42113.19
1998/07/31 33702.74 41664.69
1998/08/31 28181.47 35640.81
1998/09/30 28562.88 37923.96
1998/10/31 31420.37 41008.69
1998/11/30 32401.13 43494.23
1998/12/31 32775.91 46000.37
1999/01/31 32401.13 47924.10
1999/02/28 31693.99 46434.62
1999/03/31 32019.27 48292.47
1999/04/30 38072.38 50162.84
1999/05/31 38425.95 48978.49
1999/06/30 40215.02 51696.80
1999/07/31 38503.74 50082.83
1999/08/31 36997.53 49834.92
1999/09/30 35717.61 48468.94
1999/10/29 34324.55 51536.05
IMATRL PRASUN SHR__CHT 19991031 19991109 145245 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Value Fund on October 31, 1989. As the chart
shows, by October 31, 1999, the value of the investment would have
grown to $34,325 - a 243.25% 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 $51,536 - a 415.36% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER MULTI-CAP VALUE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. AS OF OCTOBER 31, 1999, THE ONE
YEAR, FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE MULTI-CAP VALUE FUNDS AVERAGE ARE 11.72%, 122.84%,
250.49%, AND 11.72%, 17.22%, 13.19%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(photograph of Rich Fentin)

An interview with Rich Fentin, Portfolio Manager of Fidelity Value
Fund

Q. RICH, HOW DID THE FUND PERFORM OVER THE YEAR THAT ENDED OCTOBER 31,
1999?

A. For the period, Fidelity Value Fund had a total return of 9.24%.
The Standard & Poor's 500 Index returned 25.67%, and the capital
appreciation funds average tracked by Lipper Inc. returned 36.56%
during the same 12 months.

Q. WHAT WERE THE MAIN FACTORS THAT DROVE THE FUND'S PERFORMANCE?

A. It's important to point out that there is a significant difference
between the stocks that make up both the S&P 500 and Lipper's capital
appreciation funds average on the one hand, and value stocks on the
other. These days, it's hard to find many value stocks in the S&P 500
or in the Lipper group. That being said, value stocks had an
up-and-down year. For the most part, the market continued to favor the
high-growth stocks in the S&P 500, especially the high-valuation
technology stocks that now make up about 23% of that index. The one
exception was the second quarter of 1999, when value stocks inherited
market leadership. An improved global economic backdrop caused
investors to become more attracted to the economically sensitive
companies that made up a large part of the value-stock universe. That
trend reversed in the third quarter, due to higher interest rates,
increases in raw material prices and rekindled investor interest in
high-growth technology companies that were able to justify their
expanding valuations by consistently beating earnings estimates.
Interestingly, company fundamentals underlying value stocks actually
improved over the past few months, although their share prices
generally did not.

Q. WHERE DID YOU FIND INVESTMENT OPPORTUNITIES?

A. I continued to favor economically sensitive, or cyclical, stocks.
Even though central banks, including the U.S. Federal Reserve,
increased interest rates, the global economy was still responding to
interest-rate cuts implemented around the world last year. Industrial
production picked up, indicating improving prospects for commodity
companies and those firms that serve them. I invested in commodities
companies that would benefit from improvements in pricing. In
addition, I was attracted to suppliers to commodity companies - such
as specialty chemicals companies - whose prospects typically improve
in response to increased sales volumes. Beyond that, I didn't play any
other themes of note. The rest of the fund is made up of stocks I've
chosen one at a time because they were cheap, with some offering other
positive attributes for improvement, such as a new management team, a
new product or consolidation within their industry.

Q. WHICH STOCKS HELPED PERFORMANCE?

A. Nalco Chemical was the best performer for the fund during the
period, although this specialty chemical company should soon leave the
portfolio because it was acquired. Another acquisition target,
Browning-Ferris Industries, helped performance as it was snatched up
by Allied Waste. Micron Technology and Alcoa performed well due to
price increases in memory chips and aluminum, respectively. Retail
stocks The Limited and Intimate Brands were linked as positive
performers. Intimate Brands finally was recognized by investors
following continued solid performance, and The Limited was helped
because the company owns a significant stake in Intimate Brands.
American Standard - a diversified manufacturer best known for its
plumbing and air conditioning products - rose based on improved
financial results. Browning-Ferris Industries, Micron Technology and
Intimate Brands were no longer in the fund at the end of the period.

Q. WHICH STOCKS DISAPPOINTED?

A. On the downside, Waste Management tumbled due to concerns related
to an accounting issue. R.R. Donnelley continued to post solid
financial performance, but investors were concerned about this
printer's ability to withstand competition from the Internet. Finally,
Dole Foods encountered a number of difficulties related to both supply
and demand, and its stock suffered.

Q. WHAT'S YOUR OUTLOOK?

A. It looks as if the global economic recovery is picking up steam.
The overall stock marketplace is expensive, with record valuations
driven by technology stocks. At the same time, the market has severely
punished companies that haven't met expectations. As a result, the
universe of value stocks has expanded. We can't tell when the market
might rotate again to value stocks as it did in the second quarter.
Regardless, I'll keep the fund poised to benefit when it does.
Historically, value investing has proven to be a solid long-term
strategy.

(checkmark)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,
1999, more than $4.6
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

RICH FENTIN ON VALUE STOCKS:

"Although we haven't seen optimum
conditions for value stocks for some
time, there is no telling when the
market will shift its focus to value
stocks for an extended period of
time. In the stock market of the late
1960s to the early 1980s, value
investing was a highly successful
strategy, as value-oriented stock
pickers were able to post reasonable
gains in an otherwise flat stock
market. Value stocks also tend to
become market leaders when we
are emerging from some kind of
economic or market trough.
Typically, that's because the stocks
are cheap, already at their lows at a
time when other stocks are
trending downward. It doesn't take
a lot of volume to move their prices
upward, and company
fundamentals improve quickly as
the economy starts to
re-accelerate.

"This is a backdrop we haven't seen
for some time, except for short
periods such as the second
quarter of 1999. At that time, the
rebound in global economic growth
helped spur value stocks to a
significant rally. Otherwise, growth
stocks have dominated the market in
the 1990s, driven by the
unprecedented expansion of the U.S.
economy. Nevertheless, there have
been some modest, temporary
slowdowns within certain segments
of the market. For example, in 1998,
oil and industrial production hit a lull.
In 1999, consumer industries have
lagged, while industrial production
has recovered dramatically from the
recession caused by global
economic slowdowns in 1997 and
1998."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF OCTOBER
31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Federated Department Stores, 3.4 2.9
Inc.

Deluxe Corp. 3.2 2.8

Amerada Hess Corp. 3.1 2.7

American Standard Companies, 3.0 3.4
Inc.

Nucor Corp. 2.8 2.5

Consolidated Stores Corp. 2.8 1.5

Donnelley (R.R.) & Sons Co. 2.5 1.9

Nalco Chemical Co. 2.4 4.2

Limited, Inc. (The) 2.4 2.7

Hercules, Inc. 2.1 2.6

27.7 27.2

TOP FIVE MARKET SECTORS AS OF
OCTOBER 31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

BASIC INDUSTRIES 19.6 23.1

ENERGY 12.1 10.2

RETAIL & WHOLESALE 10.0 7.3

CONSTRUCTION & REAL ESTATE 9.7 9.6

SERVICES 8.2 5.7

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF OCTOBER 31, 1999 * AS OF APRIL 30, 1999 **

Stocks 89.6% Stocks 91.8%

Convertible Securities 1.2% Convertible Securities 1.2%

Short-Term Investments and Short-Term Investments and
Net Other Assets 9.2% Net Other Assets 7.0%

* FOREIGN INVESTMENTS 1.5% ** FOREIGN INVESTMENTS 1.8%

Row: 1, Col: 1, Value: 89.59999999999999 Row: 1, Col: 1, Value: 91.8
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 1.2 Row: 1, Col: 4, Value: 1.2
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 9.199999999999999 Row: 1, Col: 8, Value: 7.0

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS OCTOBER 31, 1999

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 89.6%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 2.6%

AEROSPACE & DEFENSE - 2.5%

Boeing Co. 20,000 $ 921

GenCorp, Inc. (c) 3,085,000 35,092

Harsco Corp. (c) 2,742,300 80,726

116,739

SHIP BUILDING & REPAIR - 0.1%

Newport News Shipbuilding, 238,200 7,235
Inc.

TOTAL AEROSPACE & DEFENSE 123,974

BASIC INDUSTRIES - 19.1%

CHEMICALS & PLASTICS - 10.4%

Arch Chemicals, Inc. 687,600 10,142

Cabot Corp. (c) 3,513,100 65,431

CK Witco Corp. 2,903,176 27,217

Dow Chemical Co. 10,000 1,183

E.I. du Pont de Nemours and 44,524 2,869
Co.

Engelhard Corp. 1,201,100 21,169

Geon Co. (c) 1,410,500 37,026

Georgia Gulf Corp. 380,800 8,211

Great Lakes Chemical Corp. 20,000 710

Hanna (M.A.) Co. 618,000 6,605

Hercules, Inc. 4,026,600 96,890

IMC Global, Inc. 1,002,000 12,776

Lyondell Chemical Co. 638,600 7,743

Millennium Chemicals, Inc. 670,000 12,395

Minerals Technologies, Inc. 265,400 11,445

Nalco Chemical Co. 2,162,200 114,191

Solutia, Inc. 528,800 9,089

W.R. Grace & Co. (a) 2,920,500 43,625

488,717

IRON & STEEL - 2.9%

Mueller Industries, Inc. (a) 70,000 2,236

Nucor Corp. 2,501,500 129,765

Steel Dynamics, Inc. (a) 128,700 1,762

133,763

METALS & MINING - 1.4%

Alcoa, Inc. 377,300 22,921

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - CONTINUED

METALS & MINING - CONTINUED

Olin Corp. 1,168,600 $ 16,141

Phelps Dodge Corp. 80,000 4,510

Ryerson Tull, Inc. 1,113,441 22,826

66,398

PACKAGING & CONTAINERS - 1.5%

American National Can Group, 1,000,000 12,500
Inc.

Bemis Co., Inc. 942,700 32,936

Tupperware Corp. 1,150,200 22,788

68,224

PAPER & FOREST PRODUCTS - 2.9%

Albany International Corp. 1,258,461 19,113
Class A (c)

Bowater, Inc. 451,700 23,714

Champion International Corp. 245,300 14,181

Chesapeake Corp. 384,500 11,535

Fort James Corp. 1,838,562 48,377

Pentair, Inc. 510,000 19,189

136,109

TOTAL BASIC INDUSTRIES 893,211

CONSTRUCTION & REAL ESTATE -
9.7%

BUILDING MATERIALS - 4.7%

American Standard Companies, 3,643,500 139,136
Inc. (a)(c)

Ferro Corp. (c) 2,829,700 57,655

Omnova Solutions, Inc. (a)(c) 3,085,000 21,595

218,386

ENGINEERING - 2.9%

Fluor Corp. 1,935,600 77,182

PerkinElmer, Inc. 1,268,600 51,775

Stone & Webster, Inc. 512,100 7,938

136,895

REAL ESTATE - 0.0%

Trizec Hahn Corp. (sub-vtg.) 147,600 2,698

REAL ESTATE INVESTMENT TRUSTS
- - 2.1%

Apartment Investment & 416,800 15,682
Management Co. Class A

Arden Realty Group, Inc. 314,700 6,333

Avalonbay Communities, Inc. 369,200 11,930

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
CONTINUED

REAL ESTATE INVESTMENT TRUSTS
- - CONTINUED

BRE Properties, Inc. Class A 230,100 $ 5,220

Duke-Weeks Realty Corp. 289,200 5,676

Equity Office Properties Trust 160,000 3,540

First Industrial Realty 157,900 3,898
Trust, Inc.

Fortress Investment Corp. (d) 250,000 4,219

Highwoods Properties, Inc. 194,800 4,712

Kimco Realty Corp. 244,000 8,327

Mack-Cali Realty Corp. 391,800 10,089

Public Storage, Inc. 260,500 6,285

Redwood Trust, Inc. 263,470 3,425

Simon Property Group, Inc. 284,400 6,559

Spieker Properties, Inc. 63,000 2,201

98,096

TOTAL CONSTRUCTION & REAL 456,075
ESTATE

DURABLES - 4.8%

AUTOS, TIRES, & ACCESSORIES -
1.2%

AutoNation, Inc. (a) 3,392,000 34,132

Cooper Tire & Rubber Co. 330,000 5,548

Eaton Corp. 108,900 8,195

Pep Boys-Manny, Moe & Jack 572,600 7,158

55,033

CONSUMER DURABLES - 1.9%

Snap-On, Inc. 2,960,300 89,919

HOME FURNISHINGS - 1.2%

Heilig-Meyers Co. (c) 4,733,500 20,709

Miller (Herman), Inc. 1,675,100 36,329

57,038

TEXTILES & APPAREL - 0.5%

Liz Claiborne, Inc. 260,500 10,420

Polo Ralph Lauren Corp. Class 571,100 10,565
A (a)

Reebok International Ltd. (a) 327,300 3,212

Unifi, Inc. (a) 46,500 558

24,755

TOTAL DURABLES 226,745

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - 12.1%

ENERGY SERVICES - 4.1%

Baker Hughes, Inc. 612,600 $ 17,115

Halliburton Co. 1,777,300 66,982

Helmerich & Payne, Inc. 708,600 16,874

Nabors Industries, Inc. (a) 620,000 14,066

Noble Drilling Corp. (a) 1,349,800 29,949

Smith International, Inc. (a) 211,500 7,310

Weatherford International, 1,083,674 36,709
Inc. (a)

189,005

OIL & GAS - 8.0%

Amerada Hess Corp. 2,499,400 143,403

Burlington Resources, Inc. 170,100 5,932

Cabot Oil & Gas Corp. Class A 176,300 2,843

Conoco, Inc. Class B 156,869 4,255

Forest Oil Corp. (a) 630,000 8,426

Occidental Petroleum Corp. 4,143,900 94,533

Ocean Energy, Inc. (a) 1,233,000 11,328

Pioneer Natural Resources Co. 1,055,600 9,896

Santa Fe Snyder Corp. (a) 1,296,400 11,181

Sunoco, Inc. 502,200 12,116

Tosco Corp. 926,800 23,460

USX-Marathon Group 1,404,100 40,894

Vintage Petroleum, Inc. 500,000 5,438

373,705

TOTAL ENERGY 562,710

FINANCE - 0.6%

INSURANCE - 0.5%

ACE Ltd. 849,500 16,512

Loews Corp. 10,000 709

UnumProvident Corp. 150,000 4,941

22,162

SAVINGS & LOANS - 0.0%

Astoria Financial Corp. 17,500 630

SECURITIES INDUSTRY - 0.1%

Jefferies Group, Inc. 232,000 4,945

TOTAL FINANCE 27,737

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - 2.4%

MEDICAL EQUIPMENT & SUPPLIES
- - 1.4%

Biomet, Inc. 804,760 $ 24,243

DENTSPLY International, Inc. 1,198,000 27,779

Millipore Corp. 379,100 12,084

64,106

MEDICAL FACILITIES MANAGEMENT
- - 1.0%

HEALTHSOUTH Corp. (a) 1,000,000 5,750

Quest Diagnostics, Inc. (a) 1,111,900 31,133

Tenet Healthcare Corp. (a) 550,000 10,691

47,574

TOTAL HEALTH 111,680

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.6%

ELECTRICAL EQUIPMENT - 2.0%

AMETEK, Inc. (c) 3,305,000 65,274

Sensormatic Electronics Corp. 1,864,400 28,199
(a)

93,473

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.6%

Kaydon Corp. 932,600 23,140

Kennametal, Inc. 161,500 4,643

27,783

POLLUTION CONTROL - 3.0%

Ogden Corp. 1,789,400 16,216

Republic Services, Inc. Class 4,737,900 58,039
A (a)

Safety-Kleen Corp. (a) 553,100 6,326

Waste Management, Inc. 3,243,622 59,602

140,183

TOTAL INDUSTRIAL MACHINERY & 261,439
EQUIPMENT

MEDIA & LEISURE - 2.1%

LEISURE DURABLES & TOYS - 0.5%

Brunswick Corp. 943,900 21,356

LODGING & GAMING - 0.5%

Gtech Holdings Corp. (a) 658,000 13,242

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

LODGING & GAMING - CONTINUED

Harrah's Entertainment, Inc. 200,000 $ 5,788
(a)

Starwood Hotels & Resorts 272,100 6,241
Worldwide, Inc. unit

25,271

PUBLISHING - 1.1%

Banta Corp. (c) 2,212,600 50,060

TOTAL MEDIA & LEISURE 96,687

NONDURABLES - 4.4%

BEVERAGES - 0.4%

Canandaigua Brands, Inc. 279,300 16,898
Class A (a)

FOODS - 3.7%

Corn Products International, 357,000 11,625
Inc.

Dean Foods Co. 805,000 37,231

Dole Food Co., Inc. (c) 3,290,700 59,027

Earthgrains Co. 424,100 9,675

Interstate Bakeries Corp. 840,000 17,010

Keebler Foods Co. (a) 279,600 8,930

Nabisco Group Holdings Corp. 394,300 5,052

Nabisco Holdings Corp. Class A 714,600 26,708

175,258

TOBACCO - 0.3%

RJ Reynolds Tobacco Holdings, 672,000 14,574
Inc.

TOTAL NONDURABLES 206,730

PRECIOUS METALS - 0.7%

Agnico-Eagle Mines Ltd. 1,184,800 9,540

Newmont Mining Corp. 1,070,200 23,478

33,018

RETAIL & WHOLESALE - 10.0%

APPAREL STORES - 3.1%

Charming Shoppes, Inc. (a) 647,500 3,217

Filene's Basement Corp. (a)(c) 1,927,310 1,747

Limited, Inc. (The) 2,696,921 110,911

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

APPAREL STORES - CONTINUED

Payless ShoeSource, Inc. (a) 536,200 $ 24,565

Too, Inc. (a) 453,854 7,262

147,702

GENERAL MERCHANDISE STORES -
6.6%

Consolidated Stores Corp. 7,020,050 128,555
(a)(c)

Federated Department Stores, 3,743,800 159,805
Inc. (a)

Nordstrom, Inc. 784,940 19,574

307,934

GROCERY STORES - 0.2%

Fleming Companies, Inc. 663,089 7,916

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.1%

IKON Office Solutions, Inc. 400,000 2,750

TOTAL RETAIL & WHOLESALE 466,302

SERVICES - 8.2%

LEASING & RENTAL - 0.8%

Ryder System, Inc. 1,808,500 38,657

PRINTING - 6.6%

Deluxe Corp. (c) 5,294,300 149,564

Donnelley (R.R.) & Sons Co. 4,865,700 117,993

Harland (John H.) Co. (c) 2,199,700 41,794

309,351

SERVICES - 0.8%

Block (H&R), Inc. 280,000 11,918

Gartner Group, Inc.:

Class A 152,000 1,482

Class B (a) 498,400 4,673

Iron Mountain, Inc. (a) 116,000 3,509

Pittston Co. (Brinks Group) 636,400 12,211

Teletech Holdings, Inc. (a) 218,400 3,099

36,892

TOTAL SERVICES 384,900

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - 2.4%

COMPUTER SERVICES & SOFTWARE
- - 0.3%

Autodesk, Inc. 297,200 $ 5,573

Networks Associates, Inc. (a) 300,000 5,494

Technology Solutions, Inc. (a) 274,000 5,617

16,684

COMPUTERS & OFFICE EQUIPMENT
- - 1.3%

Quantum Corp. - DLT & Storage 488,000 7,534
Systems (a)

UNOVA, Inc. (a)(c) 3,858,500 51,366

58,900

ELECTRONIC INSTRUMENTS - 0.1%

Thermo Electron Corp. (a) 450,400 6,080

PHOTOGRAPHIC EQUIPMENT - 0.7%

Polaroid Corp. 1,410,200 31,465

TOTAL TECHNOLOGY 113,129

TRANSPORTATION - 4.5%

RAILROADS - 2.4%

Burlington Northern Santa Fe 1,606,700 51,214
Corp.

Canadian National Railway Co. 759,400 23,039

CSX Corp. 877,600 35,982

110,235

SHIPPING - 0.0%

Peninsular & Oriental Steam 144,000 2,041
Navigation Co.

TRUCKING & FREIGHT - 2.1%

CNF Transportation, Inc. (c) 2,657,900 87,877

Laidlaw, Inc. 1,670,000 10,326

98,203

TOTAL TRANSPORTATION 210,479

UTILITIES - 0.4%

ELECTRIC UTILITY - 0.2%

CMS Energy Corp. 85,600 3,157

Entergy Corp. 58,300 1,745

PG&E Corp. 178,600 4,097

8,999

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - 0.2%

CenturyTel, Inc. 256,000 10,352

TOTAL UTILITIES 19,351

TOTAL COMMON STOCKS 4,194,167
(Cost $4,790,909)

CONVERTIBLE PREFERRED STOCKS
- - 1.2%

BASIC INDUSTRIES - 0.5%

PACKAGING & CONTAINERS - 0.5%

Owens-Illinois, Inc. $2.375 681,200 22,480

FINANCE - 0.3%

CREDIT & OTHER FINANCE - 0.3%

Union Pacific Capital Trust 268,000 12,998
$3.125 TIDES (d)

MEDIA & LEISURE - 0.2%

PUBLISHING - 0.2%

Readers Digest Automatic 407,000 12,159
Common Exchange Trust $1.93
TRACES

TRANSPORTATION - 0.2%

RAILROADS - 0.2%

Canadian National Railway Co. 175,000 8,838
$2.62

TOTAL CONVERTIBLE PREFERRED 56,475
STOCKS
(Cost $63,335)

CASH EQUIVALENTS - 9.5%

SHARES VALUE (NOTE 1) (000S)

Central Cash Collateral Fund, 15,689,950 $ 15,690
5.26% (b)

Taxable Central Cash Fund, 427,132,081 427,132
5.21% (b)

TOTAL CASH EQUIVALENTS 442,822
(Cost $442,822)

TOTAL INVESTMENT PORTFOLIO - 4,693,464
100.3%
(Cost $5,297,066)

NET OTHER ASSETS - (0.3)% (14,890)

NET ASSETS - 100% $ 4,678,574
</TABLE>

SECURITY TYPE ABBREVIATIONS

TIDES - Term Income Deferred Equity
Securities

TRACES - Trust Automatic Common
Exchange Securities

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

At October 31, 1999, the aggregate cost
of investment securities for income tax purposes was $5,298,220,000.
Net unrealized depreciation aggregated $604,756,000, of which
$400,709,000 related to appreciated investment securities and
$1,005,465,000 related to depreciated investment securities.

The fund hereby designates approximately $848,960,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) OCTOBER 31, 1999

ASSETS

Investment in securities, at $ 4,693,464
value (cost $5,297,066) -
See accompanying schedule

Receivable for investments 8,524
sold

Receivable for fund shares 5,711
sold

Dividends receivable 3,230

Interest receivable 1,963

Other receivables 30

TOTAL ASSETS 4,712,922

LIABILITIES

Payable for investments $ 4,871
purchased

Payable for fund shares 11,873
redeemed

Accrued management fee 1,164

Other payables and accrued 750
expenses

Collateral on securities 15,690
loaned, at value

TOTAL LIABILITIES 34,348

NET ASSETS $ 4,678,574

Net Assets consist of:

Paid in capital $ 4,457,716

Undistributed net investment 79,692
income

Accumulated undistributed net 744,751
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation (603,585)
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 96,377 shares $ 4,678,574
outstanding

NET ASSET VALUE, offering $48.54
price and redemption price
per share ($4,678,574
(divided by) 96,377 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME $ 91,326
Dividends (including $30,404
received from affiliated
issuers)

Interest 16,791

Security lending 3

TOTAL INCOME 108,120

EXPENSES

Management fee Basic fee $ 30,988

Performance adjustment (13,924)

Transfer agent fees 11,376

Accounting and security 901
lending fees

Non-interested trustees' 21
compensation

Custodian fees and expenses 114

Registration fees 242

Audit 49

Legal 22

Miscellaneous 5

Total expenses before 29,794
reductions

Expense reductions (1,216) 28,578

NET INVESTMENT INCOME 79,542

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

Investment securities 747,465
(including realized gain
(loss) of $20,656 on sales
of investments in affiliated
issuers)

Foreign currency transactions 161 747,626

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (404,038)

Assets and liabilities in (94) (404,132)
foreign currencies

NET GAIN (LOSS) 343,494

NET INCREASE (DECREASE) IN $ 423,036
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1999 YEAR ENDED OCTOBER 31, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 79,542 $ 79,360
income

Net realized gain (loss) 747,626 1,027,112

Change in net unrealized (404,132) (1,110,339)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 423,036 (3,867)
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (59,249) (61,528)
From net investment income

From net realized gain (770,273) (1,018,942)

TOTAL DISTRIBUTIONS (829,522) (1,080,470)

Share transactions Net 2,275,068 1,377,920
proceeds from sales of shares

Reinvestment of distributions 789,967 1,057,163

Cost of shares redeemed (3,871,891) (3,313,657)

NET INCREASE (DECREASE) IN (806,856) (878,574)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) (1,213,342) (1,962,911)
IN NET ASSETS

NET ASSETS

Beginning of period 5,891,916 7,854,827

End of period (including $ 4,678,574 $ 5,891,916
undistributed net investment
income of $79,692 and
$79,241, respectively)

OTHER INFORMATION
Shares

Sold 43,270 24,263

Issued in reinvestment of 17,239 19,408
distributions

Redeemed (77,661) (59,462)

Net increase (decrease) (17,152) (15,791)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

YEARS ENDED OCTOBER 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning $ 51.90 $ 60.74 $ 54.99 $ 48.12 $ 44.71
of period

Income from Investment
Operations

Net investment income B .76 .60 .58 .70 .70

Net realized and unrealized 3.58 (1.01) 11.62 8.38 5.16
gain (loss)

Total from investment 4.34 (.41) 12.20 9.08 5.86
operations

Less Distributions

From net investment income (.55) (.48) (.53) (.48) (.17)

From net realized gain (7.15) (7.95) (5.92) (1.73) (2.28)

Total distributions (7.70) (8.43) (6.45) (2.21) (2.45)

Net asset value, end of period $ 48.54 $ 51.90 $ 60.74 $ 54.99 $ 48.12

TOTAL RETURN A 9.24% (1.33)% 24.31% 19.44% 14.19%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 4,679 $ 5,892 $ 7,855 $ 6,934 $ 5,063
(in millions)

Ratio of expenses to average .56% .63% .68% .89% .97%
net assets

Ratio of expenses to average .54% C .61% C .66% C .88% C .96% C
net assets after expense
reductions

Ratio of net investment 1.50% 1.06% 1.01% 1.34% 1.58%
income to average net assets

Portfolio turnover rate 50% 36% 56% 112% 125%

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1999

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 (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The financial statements
have been prepared in conformity with generally accepted accounting
principles which 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:

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

schedule of investments includes information regarding income taxes
under the caption "Income Tax Information."

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, 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.

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.

2. OPERATING POLICIES - CONTINUED

FOREIGN CURRENCY CONTRACTS - CONTINUED

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.

CENTRAL CASH FUNDS. Pursuant to an Exemptive Order issued by the SEC,
the fund may invest in the Taxable Central Cash Fund and the Central
Cash Collateral Fund(the Cash Funds) managed by Fidelity Investments
Money Management, Inc. , an affiliate of FMR. The Cash Funds are
open-end money market funds available only to investment companies and
other accounts managed by FMR and its affiliates. The Cash Funds seek
preservation of capital, liquidity, and current income. Income
distributions from the Cash Funds are declared daily and paid monthly
from net interest income. Income distributions earned by the fund are
recorded as either interest income or security lending income in the
accompanying financial statements.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $2,466,206,000 and $4,075,886,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

and is based on the monthly average net assets of all the mutual funds
advised by FMR. The rates ranged from .2167% 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 .32% of average net assets after
the performance adjustment.

5. SECURITY LENDING.

6. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $1,103,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, 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 $4,000 and $109,000, 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> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH
AFFILIATED COMPANIES

AMOUNTS IN THOUSANDS PURCHASE COST SALES COST DIVIDEND INCOME VALUE
AFFILIATE

Albany International Corp. $ 1,202 $ - 16,270 $ - $ 19,113
Class A 19,235 - 12,962 - 139,136
American Standard Companies, - - - 793 - 65,274
Inc. 2,762 - 1,234 -
AMETEK, Inc. 9,189 4,502 260 50,060
AnnTaylor Stores Corp. 8,781 - 1,172 87,877
Banta Corp. 8,421 3,827 - 65,431
CNF Transportation, Inc. - 12,289 258 128,555
Cabot Corp. 36,646 75,886 6,570 -
Consolidated Stores Corp. - 38,485 1,875 149,564
Chesapeake Corp. - 1,147 1,559 59,027 -
Deluxe Corp. 18,683 - 1,389 57,655
Dole Food Co., Inc. - 47,029 - 1,747
EG & G, Inc. - - - -
Ferro Corp. 20,650 - 1,442 35,092
Filene's Basement Corp. 6,030 - 176 37,026
First Brands Corp. - - 660 41,794
GenCorp, Inc. 17,713 681 2,199 80,726
Geon Co. - 13,916 1,330 20,709
Harland (John H.) Co. - 12,260 377 -
Harsco Corp. - 114,278 534 -
Heilig-Meyers Co. 58 - 5,998 - 21,595
Intimate Brands, Inc. Class A - 87,505 - 2,038 - -
Lawter International, Inc. - 82 4,255 10,752 - -
Nalco Chemical Co. - - 540 51,366
Omnova Solutions, Inc. 15,138 -
Polariod Corp.
Ryerson Tull, Inc. Class A
Stone & Wedster, Inc.
UNOVA, Inc.

TOTALS $ 164,590 $ 456,044 $ 30,404 $ 1,111,747

</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,
1999, 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, 1999 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
December 7, 1999

DISTRIBUTIONS

The Board of Trustees of Fidelity Value Fund voted to pay on December
6, 1999, to shareholders of record at the opening of business on
December 3, 1999 a distribution of $5.62 per share derived from
capital gains realized from sales of portfolio securities and a
dividend of $.73 per share from net investment income.

A total of 56% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

MANAGING YOUR INVESTMENTS

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INVESTMENT ADVISER
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Boston, MA

INVESTMENT SUB-ADVISERS
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(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
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead
Ned C. Lautenbach

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Fidelity Distributors Corporation
Boston, MA

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SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

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VAL-ANN-1299 88232
1.538531.102

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Brown Brothers Harriman & Co.
Boston, MA

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