FIDELITY CAPITAL TRUST, N-30D, 1999-06-23

FIDELITY CAPITAL TRUST
N-30D, 1999-06-23

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FIDELITY
CAPITAL APPRECIATION
FUND

SEMIANNUAL REPORT
APRIL 30, 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.

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 1-800-544-8888 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

With 13 record-high closings, the Dow Jones Industrial Average surged
nearly 1,000 points in April. What's particularly noteworthy about
this performance is that, in some cases, gains were fueled by a
rotation out of growth stocks and into issues more sensitive to
economic swings. The strength in blue chips, combined with heavy
global, corporate and agency bond issuance, contributed to the
downward pressure on government security prices.

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 1-800-544-8888, 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).

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

PERIODS ENDED APRIL 30, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CAPITAL APPRECIATION 33.84% 17.83% 137.48% 285.29%

S&P 500 (registered trademark) 22.32% 21.82% 228.90% 461.23%

Capital Appreciation Funds 27.00% 14.55% 141.11% 303.77%
Average

</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 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 six months average
represents a peer group of 279 mutual funds. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CAPITAL APPRECIATION 17.83% 18.88% 14.44%

S&P 500 21.82% 26.89% 18.82%

Capital Appreciation Funds 14.55% 17.49% 13.51%
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
1989/04/30 10000.00 10000.00
1989/05/31 10381.49 10405.00
1989/06/30 10619.14 10345.69
1989/07/31 11307.07 11279.91
1989/08/31 11350.84 11500.99
1989/09/30 11313.56 11453.84
1989/10/31 10843.73 11188.11
1989/11/30 11062.99 11416.35
1989/12/31 11327.29 11690.34
1990/01/31 10809.62 10905.92
1990/02/28 10952.66 11046.60
1990/03/31 11034.40 11339.34
1990/04/30 10646.15 11055.86
1990/05/31 11211.49 12133.80
1990/06/30 11109.32 12051.29
1990/07/31 10898.17 12012.73
1990/08/31 9760.67 10926.78
1990/09/30 9045.48 10394.64
1990/10/31 8752.59 10349.95
1990/11/30 9208.95 11018.55
1990/12/31 9550.41 11325.97
1991/01/31 9950.65 11819.78
1991/02/28 10723.51 12664.90
1991/03/31 10978.84 12971.39
1991/04/30 11020.24 13002.52
1991/05/31 11165.15 13564.23
1991/06/30 10833.92 12942.99
1991/07/31 11247.96 13546.13
1991/08/31 11241.06 13867.17
1991/09/30 10896.03 13635.59
1991/10/31 10682.11 13818.31
1991/11/30 10047.26 13261.43
1991/12/31 10504.89 14778.54
1992/01/31 11117.82 14503.66
1992/02/29 11577.51 14692.20
1992/03/31 11551.97 14405.71
1992/04/30 11883.97 14829.23
1992/05/31 12028.69 14901.90
1992/06/30 12020.18 14679.86
1992/07/31 12079.77 15280.27
1992/08/31 11594.54 14967.02
1992/09/30 11611.56 15143.63
1992/10/31 11679.67 15196.63
1992/11/30 11807.36 15714.84
1992/12/31 12224.40 15908.13
1993/01/31 12566.72 16041.76
1993/02/28 12837.02 16259.93
1993/03/31 13559.73 16603.01
1993/04/30 14210.16 16201.22
1993/05/31 14589.58 16635.41
1993/06/30 14634.75 16683.65
1993/07/31 14950.93 16616.92
1993/08/31 15149.67 17246.70
1993/09/30 14797.36 17113.90
1993/10/31 15664.60 17468.16
1993/11/30 15610.40 17302.21
1993/12/31 16309.07 17511.57
1994/01/31 17195.85 18106.96
1994/02/28 16825.86 17616.26
1994/03/31 16126.02 16848.19
1994/04/30 16224.59 17063.85
1994/05/31 16352.73 17343.70
1994/06/30 15810.60 16918.78
1994/07/31 16155.59 17473.71
1994/08/31 16796.29 18190.14
1994/09/30 16855.43 17744.48
1994/10/31 16756.87 18143.73
1994/11/30 16865.29 17482.93
1994/12/31 16720.07 17742.21
1995/01/31 17222.43 18202.26
1995/02/28 17539.14 18911.60
1995/03/31 17539.14 19469.68
1995/04/30 18030.59 20043.07
1995/05/31 18117.96 20844.19
1995/06/30 18532.96 21328.40
1995/07/31 19417.56 22035.65
1995/08/31 19996.37 22090.96
1995/09/30 20236.63 23023.20
1995/10/31 19341.11 22941.00
1995/11/30 19646.90 23948.11
1995/12/31 19858.05 24409.35
1996/01/31 20769.30 25240.25
1996/02/29 20686.46 25474.23
1996/03/31 20733.79 25719.54
1996/04/30 21076.99 26098.65
1996/05/31 21668.71 26771.73
1996/06/30 21017.82 26873.73
1996/07/31 19834.38 25686.45
1996/08/31 20497.11 26228.18
1996/09/30 21597.70 27704.30
1996/10/31 21621.37 28468.39
1996/11/30 22816.64 30620.31
1996/12/31 22860.56 30013.72
1997/01/31 23884.36 31888.98
1997/02/28 23560.38 32138.99
1997/03/31 22666.17 30818.40
1997/04/30 23145.67 32658.26
1997/05/31 25232.15 34646.49
1997/06/30 26631.78 36198.65
1997/07/31 28705.30 39078.98
1997/08/31 28199.88 36889.78
1997/09/30 29936.45 38910.23
1997/10/31 28070.28 37610.63
1997/11/30 28225.80 39351.62
1997/12/31 28922.47 40027.29
1998/01/31 28385.21 40469.99
1998/02/28 30787.96 43388.69
1998/03/31 31937.09 45610.62
1998/04/30 32698.21 46069.47
1998/05/31 31444.61 45277.53
1998/06/30 32175.88 47116.71
1998/07/31 31966.94 46614.91
1998/08/31 25266.12 39875.33
1998/09/30 27101.76 42429.74
1998/10/31 28788.16 45880.98
1998/11/30 30235.77 48661.82
1998/12/31 33824.39 51465.72
1999/01/31 36460.46 53618.01
1999/02/28 34514.06 51951.57
1999/03/31 35878.07 54030.15
1999/04/30 38529.46 56122.74
IMATRL PRASUN SHR__CHT 19990430 19990513 091212 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Capital Appreciation Fund on April 30, 1989. As
the chart shows, by April 30, 1999, the value of the investment would
have grown to $38,529 - a 285.29% 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 $56,123 - a 461.23% 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.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

Powerful momentum in stock prices
and overwhelming investor
confidence provided the backdrop
for the surge in large-cap stock
prices during the six-month period
that ended April 30, 1999. Investor
confidence was further bolstered
by a near-perfect economic
environment of strong domestic
growth, low interest rates, benign
inflation and improving overseas
markets. The hype surrounding
equities was greatest in the
technology sector, most notably
Internet stocks. Pharmaceutical,
finance and telecommunications
shares also performed well. Late in
the period, economically sensitive
cyclical stocks outperformed other
sectors as investors worried about
the potential threat of inflation due to
strong economic indicators in the
U.S. and signs that global markets
were beginning to turn around.
Approximately one month after
surpassing the 10,000 level in late
March, the Dow Jones Industrial
Average was flirting with 11,000. As
market leadership broadened into
cyclicals and value-oriented sectors,
the surge in stock prices continued to
drive the Dow Jones Industrials,
Standard & Poor's 500 and
NASDAQ indexes, which returned
26.58%, 22.32% and 43.55%,
respectively, for the six-month
period. The phenomenal
performance of a narrow group of
large-cap growth stocks, however,
masked the weak returns of the
overall market as the average stock
on the New York Stock Exchange
declined during the period.

(photograph of Harry Lange)

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

Q. HOW DID THE FUND PERFORM, HARRY?

A. Quite well. For the six months that ended April 30, 1999, the fund
returned 33.84%. This compared favorably to both the Standard & Poor's
500 Index - which returned 22.32% during the same time - and the
capital appreciation funds average, as tracked by Lipper Inc., which
returned 27.00%. For the 12-month period that ended April 30, 1999,
the fund returned 17.83%, while the S&P 500 and Lipper peer group
returned 21.82% and 14.55%, respectively.

Q. WHAT WERE THE MAJOR FACTORS BEHIND THE FUND'S STRONG PERFORMANCE?

A. For one, a broader range of stocks participated in the market's
climb during the period. Prior to this six-month span, a clique of 50
or so large-company stocks was responsible for much of the market's
advance and the phrases "narrow market" and "large-cap dominance" had
become a part of our everyday vocabulary. But this period was
different, as we began to see more participation from stocks of
smaller- and medium-sized names. Increased market breadth typically
plays to Fidelity's research strengths and also benefits a fund such
as Capital Appreciation, which invests in an assortment of small-,
mid- and large-cap stocks. The other factors I'd point to involved
timely trading of positions in both the technology and energy service
areas.

Q. CAN YOU ELABORATE?

A. Sure. The time-worn adage of "buy low and sell high" worked
effectively in both cases. I began adding to the fund's technology
positions at the beginning of the period, when many tech names were
still perceived as being troublesome investments due to the crisis in
Southeast Asia. In particular, I added to the fund's positions in
semiconductor equipment stocks such as KLA-Tencor and Teradyne just
prior to the period, as well as names such as America Online and
software company Oracle. I felt many of these types of companies had
better prospects than investor perceptions indicated. Towards the end
of 1998, technology stocks reversed course and were the market's - and
the fund's - strongest overall contributors. Going into 1999 the
fund's exposure to technology stocks was around 37%, and I decided to
whittle that down. I funneled some of this money into the energy
service sector, which had been beaten down by historically low oil
prices. While I wasn't sure when, I felt oil prices would spike up
again and I added to the fund's positions in exploration and drilling
companies such as Schlumberger, Halliburton and Noble Drilling.
Fortunately, oil prices rose soon thereafter and the fund again
benefited.

Q. WHAT OTHER INDIVIDUAL STOCKS PERFORMED WELL? WHICH PROVED
DISAPPOINTING?

A. The fund's broadcasting-related investments performed very well,
with names such as Viacom, Comcast and Time Warner leading the charge.
The basic business profiles for these companies remained strong, and
demand for faster Internet access and increased data communications
capacity helped. Technology services company Electronic Data Systems -
the fund's second-largest position at the end of the period - also
fared well. The company benefited from an increase in its outsourcing
business as well as internal restructuring led by new management. A
notable disappointment was Modis Professional Services. The company's
information technology business suffered due to concerns over Year
2000 issues, and its temporary staffing business fell on worries of an
economic slowdown. HMT Technology was another lackluster position, as
the company fell victim to a poor pricing environment for disk drive
components.

Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS?

A. I've certainly been encouraged by the small- and medium-cap stock
revival. If company takeovers continue (SEE SIDEBAR ON PAGE 8) and
smaller stocks can sustain their momentum, more investors may become
attracted to small-cap stocks. In terms of the portfolio itself, I'm
happy with its current allocation. I've added to the fund's
Japanese-based positions and will monitor the economic situation
there. As for technology, I think spending within the sector may
subside as the year 2000 nears. In that case, service-oriented tech
stocks may merit some attention.

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 April 30, 1999,
more than $2.8 billion

MANAGER: Harry Lange, since
1996; manager, various
Fidelity Select portfolios,
1992-1995; research
director, Fidelity Investments
Far East, 1988-1992;
joined Fidelity in 1987

HARRY LANGE TALKS ABOUT THE
TURNAROUND IN SMALL-CAP
STOCK PERFORMANCE:

"For the first time in five years, the
Russell 2000 Index - a gauge of
smaller stocks - outperformed
the large-cap oriented S&P 500
during a six-month period. I think
the seeds of this turnaround can
be traced to both company
takeovers and the Internet.
"Platinum Technology, for instance,
which the fund owned during the
period, was trading at 9 7/8 per
share when it was acquired by
Computer Associates. Computer
Associates paid 29 3/4 per share for
Platinum, or roughly three times
the closing price. When
companies pay a premium like
that, other small technology
companies tend to benefit
vicariously.

"Small-cap companies also offer
more Internet-related
opportunities. A lot of the big
companies tend to do things the
old-fashioned way. Smaller
companies - particularly newer
ones - are quicker to adapt their
business models to the Internet to
take advantage. With the Internet
gaining in popularity, larger
companies may look upon this
capability favorably when looking
to acquire a smaller firm.

"Along with these factors, I'd also
point to a renewed sense of
investor optimism. We've begun to
see signs of gradual improvement
in overseas markets such as
Japan, which has been plagued by
downtrodden economic
conditions for what seems like
forever. When investors see
trouble spots such as Japan begin
to turn the corner, there's more of
a willingness to take risks with
smaller stocks."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 1999

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

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

Electronic Data Systems Corp. 3.9 5.7

America Online, Inc. 3.2 0.5

Waste Management, Inc. 2.9 2.6

Time Warner, Inc. 2.8 2.1

Stewart Enterprises, Inc. 2.7 0.5
Class A

Washington Mutual, Inc. 2.5 2.8

Playboy Enterprises, Inc. 2.2 1.2
Class B

Dime Bancorp, Inc. 2.0 2.3

Modis Professional Services, 1.9 2.8
Inc.

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 1999

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

TECHNOLOGY 23.2 25.9

MEDIA & LEISURE 15.6 17.1

FINANCE 12.2 10.6

CONSTRUCTION & REAL ESTATE 11.5 10.5

ENERGY 7.5 0.7

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF APRIL 30, 1999 *

Stocks and investment
companies 95.7%
Short-term
investments 4.3%
*FOREIGN
INVESTMENTS 8.5%

Row: 1, Col: 1, Value: 95.7
Row: 1, Col: 2, Value: 4.3

AS OF OCTOBER 31, 1998 **

Stocks and investment
companies 92.3%
Short-term
investments 7.7%
**FOREIGN
INVESTMENTS 6.1%

Row: 1, Col: 1, Value: 92.3
Row: 1, Col: 2, Value: 7.7

INVESTMENTS APRIL 30, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 95.6%

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - 2.4%

CHEMICALS & PLASTICS - 0.0%

Foamex International, Inc. (a) 100,000 $ 581

IRON & STEEL - 0.3%

Bunka Shutter Co. Ltd. 1,143,000 3,399

Chubu Steel Plate Co. Ltd. 60,000 118

Tadano Ltd. 100,000 285

Tubos de Acero de Mexico SA 400,000 4,425
sponsored ADR

8,227

METALS & MINING - 0.9%

Alcoa, Inc. 400,000 24,900

PACKAGING & CONTAINERS - 1.0%

Owens-Illinois, Inc. (a) 953,100 27,640

PAPER & FOREST PRODUCTS - 0.2%

Mercer International, Inc. 909,800 6,027
(SBI) (c)

TOTAL BASIC INDUSTRIES 67,375

CONSTRUCTION & REAL ESTATE -
11.5%

BUILDING MATERIALS - 1.6%

Fortune Brands, Inc. 200,000 7,900

Masco Corp. 628,200 18,453

Owens-Corning 534,200 19,031

45,384

CONSTRUCTION - 1.1%

Beazer Homes USA, Inc. (a) 200,000 4,613

Engle Homes, Inc. 250,000 2,906

Higashi Nihon House Co. Ltd. 50,000 285

Lennar Corp. 880,418 21,295

Okumura Corp. 300,000 1,209

Wimpey George PLC 1,000,000 2,739

33,047

ENGINEERING - 0.0%

Stolt Comex Seaway SA 54,600 683

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

983

REAL ESTATE - 3.0%

Boardwalk Equities, Inc. (a) 81,600 818

Excel Legacy Corp. (a) 750,800 3,426

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
CONTINUED

REAL ESTATE - CONTINUED

LNR Property Corp. 90,268 $ 1,772

Mitsubishi Estate Co. Ltd. 200,000 2,046

Stewart Enterprises, Inc. 3,924,600 78,001
Class A

86,063

REAL ESTATE INVESTMENT TRUSTS
- - 5.8%

Alexandria Real Estate 390,300 11,002
Equities, Inc.

Apartment Investment & 420,100 16,830
Management Co. Class A

AvalonBay Communities, Inc. 26,000 910

CBL & Associates Properties, 14,000 344
Inc.

Crescent Real Estate Equities 1,300,000 29,088
Co.

Duke Realty Investments, Inc. 484,552 11,387

Equity Office Properties Trust 725,000 19,983

Equity Residential Properties 391,200 18,093
Trust (SBI)

First Washington Realty 100,000 2,144
Trust, Inc.

Glenborough Realty Trust, 333,000 5,723
Inc.

Home Properties of N.Y., Inc. 310,090 8,024

Host Marriott Corp. 59,500 792

LTC Properties, Inc. 875,800 11,769

New Plan Excel Realty Trust 420,960 7,814

Patriot American Hospitality, 2,094,971 10,606
Inc. unit

Public Storage, Inc. 385,300 10,740

165,249

TOTAL CONSTRUCTION & REAL 330,726
ESTATE

DURABLES - 1.4%

AUTOS, TIRES, & ACCESSORIES -
0.1%

Pep Boys-Manny, Moe & Jack 2,685 38

Wynn's International, Inc. 176,550 2,957

2,995

HOME FURNISHINGS - 0.7%

Furniture Brands 36,800 922
International, Inc. (a)

HON Industries, Inc. 208,700 5,635

Leggett & Platt, Inc. 300,000 6,919

Newell Rubbermaid, Inc. 100,000 4,744

18,220

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

TEXTILES & APPAREL - 0.6%

Galey & Lord, Inc. (a) 478,500 $ 2,183

Kellwood Co. 3,500 90

Polymer Group, Inc. (a) 300,000 3,113

Quaker Fabric Corp. (a)(c) 1,564,100 8,994

Supreme International Corp. 380,000 3,610
(a)(c)

17,990

TOTAL DURABLES 39,205

ENERGY - 7.5%

ENERGY SERVICES - 5.6%

ENSCO International, Inc. 1,600,000 29,700

Halliburton Co. 1,000,000 42,625

McDermott International, Inc. 100,000 2,900

Noble Drilling Corp. (a) 2,100,000 41,213

Pool Energy Services Co. (a) 63,000 1,130

R&B Falcon Corp. (a) 66,000 660

Schlumberger Ltd. 660,000 42,158

160,386

OIL & GAS - 1.9%

Cabot Oil & Gas Corp. Class A 100,000 1,750

Coastal Corp. (The) 479,200 18,329

Cooper Cameron Corp. (a) 150,000 5,794

Newport Petroleum Corp. (a)(d) 310,000 1,330

Titan Exploration, Inc. (a) 198,000 1,114

Vastar Resources, Inc. 500,000 27,438

55,755

TOTAL ENERGY 216,141

FINANCE - 12.2%

BANKS - 0.5%

AmSouth Bancorp. 75,000 3,567

Comerica, Inc. 75,000 4,880

Fuji International Finance 29 548
Trust sponsored ADR (d)

National Bank of Canada 384,100 6,195

15,190

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE - 4.8%

Acom Co. Ltd. 70,000 $ 5,248

American Express Co. 155,000 20,257

Associates First Capital 131,042 5,807
Corp. Class A

Citigroup, Inc. 500,000 37,625

Concord EFS, Inc. (a) 100,000 3,338

Fleet Financial Group, Inc. 100,000 4,306

Household International, Inc. 32,700 1,645

Jafco Co. Ltd. 793,000 39,723

Providian Financial Corp. 150,000 19,359

137,308

INSURANCE - 0.9%

American International Group, 100,000 11,744
Inc.

CIGNA Corp. 50,000 4,359

Fremont General Corp. 66,200 1,324

London Insurance Market 307,000 697
Investment Trust PLC

MBIA, Inc. 100,000 6,725

24,849

SAVINGS & LOANS - 4.6%

Charter One Financial, Inc. 39,270 1,227

Dime Bancorp, Inc. 2,500,000 57,656

Washington Federal, Inc. 121,000 2,677

Washington Mutual, Inc. 1,738,000 71,475

133,035

SECURITIES INDUSTRY - 1.4%

Morgan Stanley, Dean Witter & 100,000 9,919
Co.

Nomura Securities Co. Ltd. 2,815,000 30,371

40,290

TOTAL FINANCE 350,672

HEALTH - 6.0%

DRUGS & PHARMACEUTICALS - 4.8%

Allergan, Inc. 150,000 13,481

Amgen, Inc. (a) 200,000 12,288

Biogen, Inc. (a) 50,000 4,753

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

Genentech, Inc. (special) (a) 100,000 8,463

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

King Pharmaceuticals, Inc. 200,000 $ 5,525

Lilly (Eli) & Co. 450,000 33,131

Medimmune, Inc. (a) 134,100 7,392

Merck & Co., Inc. 400,000 28,100

Quintiles Transnational Corp. 200,000 8,113
(a)

Sankyo Co. Ltd. 19,000 399

ViroPharma, Inc. (a) 40,100 266

Warner-Lambert Co. 200,000 13,588

138,619

MEDICAL EQUIPMENT & SUPPLIES
- - 0.7%

Biomet, Inc. 300,000 12,300

Gehe AG 50,000 2,306

Medtronic, Inc. 73,740 5,305

Varian Medical Systems, Inc. 11,900 205

20,116

MEDICAL FACILITIES MANAGEMENT
- - 0.5%

Health Management Associates, 600,000 9,375
Inc. Class A (a)

LTC Healthcare, Inc. (a) 87,580 164

Wellpoint Health Networks, 50,000 3,513
Inc. (a)

13,052

TOTAL HEALTH 171,787

INDUSTRIAL MACHINERY &
EQUIPMENT - 4.2%

ELECTRICAL EQUIPMENT - 0.2%

Energy Conversion Devices, 600,000 5,025
Inc.

Energy Conversion Devices, 400,000 550
Inc. warrants 7/31/01 (a)

Varian Semiconductor 11,900 155
Equipment Associates, Inc.
(a)

5,730

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.9%

CompX International, Inc. (a) 100,000 1,500

Hitachi Construction 826,000 5,037
Machinery Co. Ltd.

PRI Automation, Inc. (a) 58,200 1,444

Stanley Works 200,000 6,088

THK Co. Ltd. 650,200 11,274

25,343

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

POLLUTION CONTROL - 3.1%

Allied Waste Industries, Inc. 300,000 $ 5,306
(a)

Waste Management, Inc. 1,494,900 84,462

89,768

TOTAL INDUSTRIAL MACHINERY & 120,841
EQUIPMENT

MEDIA & LEISURE - 15.6%

BROADCASTING - 6.9%

Capstar Broadcasting Corp. 200,000 5,300
Class A (a)

CBS Corp. (a) 796,079 36,271

Comcast Corp. Class A 729,300 47,906
(special)

Heftel Broadcasting Corp. 132,000 7,178
Class A (a)

Nielsen Media Research, Inc. 16,666 456

SBS Broadcasting SA (a) 41,000 1,292

Time Warner, Inc. 1,155,695 80,899

Univision Communications, 250,000 14,469
Inc. Class A (a)

USA Networks, Inc. (a) 100,000 3,738

197,509

ENTERTAINMENT - 4.9%

King World Productions, Inc. 100,000 3,525
(a)

Royal Carribean Cruises Ltd. 301,500 11,137

Viacom, Inc.:

Class A (a) 201,200 8,161

Class B (non-vtg.) (a) 2,899,600 118,504

141,327

LEISURE DURABLES & TOYS - 0.8%

Coachmen Industries, Inc. (c) 888,500 16,770

Hasbro, Inc. 150,000 5,119

21,889

PUBLISHING - 2.2%

Playboy Enterprises, Inc.:

Class A (a) 25,000 703

Class B (a)(c) 1,957,300 63,001

63,704

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - 0.8%

Big Buck Brew & Steakhouse, 522,500 $ 1,045
Inc. (a)(c)

Starbucks Corp. (a) 600,000 22,163

23,208

TOTAL MEDIA & LEISURE 447,637

NONDURABLES - 0.3%

BEVERAGES - 0.1%

Celestial Seasonings, Inc. (a) 100,000 1,913

FOODS - 0.0%

Corn Products International, 12,500 361
Inc.

HOUSEHOLD PRODUCTS - 0.2%

Clorox Co. 50,000 5,769

TOTAL NONDURABLES 8,043

PRECIOUS METALS - 1.4%

Newmont Mining Corp. 1,700,000 40,906

RETAIL & WHOLESALE - 1.9%

APPAREL STORES - 0.3%

Baker (J.), Inc. 431,700 2,563

Charming Shoppes, Inc. (a) 200,000 775

TJX Companies, Inc. 129,554 4,316

7,654

GENERAL MERCHANDISE STORES -
0.4%

Saks, Inc. (a) 83,500 2,364

Wal-Mart Stores, Inc. 200,000 9,200

11,564

GROCERY STORES - 0.6%

Kroger Co. (a) 20,000 1,086

Meyer (Fred), Inc. (a) 78,000 4,222

Safeway, Inc. (a) 230,000 12,406

17,714

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.6%

Barbeques Galore Ltd. 235,000 1,469
sponsored ADR (a)(c)

Best Buy Co., Inc. (a) 100,000 4,775

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - CONTINUED

Gadzooks, Inc. (a) 300,000 $ 2,850

Handleman Co. (a) 100,000 1,406

Oshmans Sporting Goods, Inc. 100,000 288
(a)

Senshukai Co. Ltd. 723,000 7,940

18,728

TOTAL RETAIL & WHOLESALE 55,660

SERVICES - 4.6%

ADVERTISING - 1.2%

Clear Channel Communications, 100,000 6,950
Inc. (a)

Interpublic Group of 200,000 15,513
Companies, Inc.

Omnicom Group, Inc. 160,000 11,600

34,063

SERVICES - 3.4%

APAC Teleservices, Inc. (a) 182,800 594

Block (H&R), Inc. 200,000 9,625

Crestline Capital Corp. (a) 125,950 1,936

Medpartners, Inc. (a) 5,162,100 27,101

Modis Professional Services, 4,625,900 53,487
Inc. (a)

Olsten Corp. 619,200 4,180

96,923

TOTAL SERVICES 130,986

TECHNOLOGY - 23.2%

COMMUNICATIONS EQUIPMENT - 0.1%

Aiphone Co. Ltd. 100,000 1,215

Filtronic PLC 50,000 691

1,906

COMPUTER SERVICES & SOFTWARE
- - 13.4%

4Front Software 1,015,900 8,953
International, Inc. (a)(c)

America Online, Inc. 640,000 91,360

At Home Corp. Series A (a) 160,000 23,030

Catalyst International, Inc. 533,000 6,929
(a)(c)

Citrix Systems, Inc. (a) 200,000 8,500

Electronic Data Systems Corp. 2,051,700 110,279

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

IMS Health, Inc. 100,000 $ 3,000

MERANT PLC sponsored ADR (a) 55,000 639

Microsoft Corp. (a) 220,400 17,921

Midway Games, Inc. (a) 323,387 2,769

Oracle Corp. (a) 300,000 8,119

Pegasus Systems, Inc. (a)(c) 876,600 40,981

Platinum Technology, Inc. (a) 539,000 13,745

Sabre Group Holdings, Inc. 598,800 31,212
Class A (a)

Sportsline USA, Inc. (a) 194,800 7,792

Yahoo!, Inc. (a) 50,000 8,734

383,963

COMPUTERS & OFFICE EQUIPMENT
- - 3.9%

Dell Computer Corp. (a) 800,000 32,950

Evans & Sutherland Computer 100,000 1,750
Corp. (a)

HMT Technology Corp. (a)(c) 3,388,000 9,741

Inacom Corp. (a) 174,300 1,689

Psion PLC 100,000 1,466

Quantum Corp. (a) 100,000 1,788

Read-Rite Corp. (a) 200,000 1,238

Seagate Technology, Inc. (a) 700,000 19,513

Silicon Graphics, Inc. (a) 850,000 10,838

Softbank Corp. 232,600 30,960

111,933

ELECTRONIC INSTRUMENTS - 2.7%

Applied Materials, Inc. (a) 265,500 14,237

KLA-Tencor Corp. (a) 653,300 32,420

Teradyne, Inc. (a) 300,000 14,156

Thermo Electron Corp. (a) 100,000 1,606

Thermoquest Corp. (a) 200,000 2,188

Tokyo Seimitsu Co. Ltd. 200,000 11,074

Varian, Inc. (a) 11,900 108

75,789

ELECTRONICS - 3.1%

Analog Devices, Inc. (a) 100,000 3,513

C.P. Clare Corp. (a) 60,000 240

Intel Corp. 520,000 31,818

Micron Technology, Inc. (a) 1,050,000 38,981

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Semtech Corp. (a) 90,000 $ 2,936

Solectron Corp. (a) 149,200 7,236

Texas Instruments, Inc. 50,000 5,106

89,830

TOTAL TECHNOLOGY 663,421

TRANSPORTATION - 1.0%

AIR TRANSPORTATION - 0.6%

AMR Corp. (a) 200,000 13,963

Deutsche Lufthansa AG:

(Reg.) (d) 100,000 2,324

(Reg.) 100,000 2,324

18,611

RAILROADS - 0.3%

Burlington Northern Santa Fe 200,000 7,325
Corp.

SHIPPING - 0.1%

Peninsular & Oriental Steam 102,378 1,490
Navigation Co.

TOTAL TRANSPORTATION 27,426

UTILITIES - 2.4%

CELLULAR - 0.2%

Cable & Wireless 500,000 5,711
Communications PLC (a)

ELECTRIC UTILITY - 1.3%

Entergy Corp. 206,900 6,466

Niagara Mohawk Holdings, Inc. 1,360,500 18,197
(a)

PG&E Corp. 388,800 12,077

36,740

TELEPHONE SERVICES - 0.9%

Advanced Communications 1,341,400 9,390
Group, Inc. (a)(c)

AT&T Corp. 141,450 7,143

France Telecom SA 8,300 672

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Telefonos de Mexico SA 100,000 $ 7,575
sponsored ADR representing
Class L shares

U.S. WEST, Inc. 39,599 2,072

26,852

TOTAL UTILITIES 69,303

TOTAL COMMON STOCKS 2,740,129
(Cost $2,183,014)

NONCONVERTIBLE PREFERRED
STOCKS - 0.0%

BASIC INDUSTRIES - 0.0%

METALS & MINING - 0.0%

Freeport-McMoRan Copper & 9,100 127
Gold, Inc. depositary shares
representing 0.025 silver
denomination pfd.

CONSTRUCTION & REAL ESTATE -
0.0%

REAL ESTATE INVESTMENT TRUSTS
- - 0.0%

Patriot American Hospitality, 35,201 810
Inc. $3.75

TOTAL NONCONVERTIBLE 937
PREFERRED STOCKS
(Cost $1,035)

INVESTMENT COMPANIES - 0.1%

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

CASH EQUIVALENTS - 4.3%

MATURITY AMOUNT (000S) VALUE (NOTE 1) (000S)

Investments in repurchase $ 2,182 $ 2,181
agreements (U.S. Treasury
obligations), in a joint
trading account at 4.88%,
dated 4/30/99 due 5/3/99

Taxable Central Cash Fund (b) 120,472,269 120,472

TOTAL CASH EQUIVALENTS 122,653
(Cost $122,653)

TOTAL INVESTMENT IN $ 2,865,344
SECURITIES - 100%
(Cost $2,309,327)

</TABLE>

LEGEND

(a) Non-income producing

(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.79%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.

(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 $4,202,000 or 0.1% of net assets.

INCOME TAX INFORMATION

At April 30, 1999, the aggregate cost of investment securities for
income tax purposes was $2,312,300,000. Net unrealized appreciation
aggregated $553,044,000, of which $745,995,000 related to appreciated
investment securities and $192,951,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) APRIL 30,
1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 2,865,344
value (including repurchase
agreements of $2,181) (cost
$2,309,327) - See
accompanying schedule

Receivable for investments 7,461
sold

Receivable for fund shares 10,851
sold

Dividends receivable 2,239

Interest receivable 481

Other receivables 184

TOTAL ASSETS 2,886,560

LIABILITIES

Payable for investments $ 18,286
purchased

Payable for fund shares 6,224
redeemed

Accrued management fee 996

Other payables and accrued 3,115
expenses

Collateral on securities 11,797
loaned, at value

TOTAL LIABILITIES 40,418

NET ASSETS $ 2,846,142

Net Assets consist of:

Paid in capital $ 1,929,806

Undistributed net investment 4,257
income

Accumulated undistributed net 356,067
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 556,012
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 113,216 $ 2,846,142
shares outstanding

NET ASSET VALUE, offering $25.14
price and redemption price
per share ($2,846,142
(divided by) 113,216 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED APRIL 30, 1999
(UNAUDITED)

INVESTMENT INCOME $ 15,132
Dividends (including $132
received from affiliated
issuers)

Interest (including income on 2,598
securities loaned of $681)

TOTAL INCOME 17,730

EXPENSES

Management fee Basic fee $ 7,600

Performance adjustment (2,016)

Transfer agent fees 2,679

Accounting and security 419
lending fees

Non-interested trustees' 8
compensation

Custodian fees and expenses 49

Registration fees 48

Audit 28

Legal 6

Total expenses before 8,821
reductions

Expense reductions (159) 8,662

NET INVESTMENT INCOME 9,068

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

Investment securities 364,539
(including realized gain
(loss) of $(2,346) on sales
of investments in affiliated
issuers)

Foreign currency transactions (11) 364,528

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 369,638

Assets and liabilities in (31) 369,607
foreign currencies

NET GAIN (LOSS) 734,135

NET INCREASE (DECREASE) IN $ 743,203
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL 30, YEAR ENDED OCTOBER 31, 1998
1999 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 9,068 $ 10,875
income

Net realized gain (loss) 364,528 68,172

Change in net unrealized 369,607 (35,000)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 743,203 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 476,686 1,197,319
proceeds from sales of shares

Reinvestment of distributions 61,233 268,785

Cost of shares redeemed (663,252) (991,353)

NET INCREASE (DECREASE) IN (125,333) 474,751
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 554,143 242,579
IN NET ASSETS

NET ASSETS

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

End of period (including $ 2,846,142 $ 2,291,999
undistributed net investment
income of $4,257 and
$10,189, respectively)

OTHER INFORMATION
Shares

Sold 21,104 59,402

Issued in reinvestment of 2,998 13,905
distributions

Redeemed (29,702) (49,123)

Net increase (decrease) (5,600) 24,184

</TABLE>

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

SIX MONTHS ENDED APRIL 30, 1999 YEARS ENDED OCTOBER 31,

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 19.29 $ 21.66 $ 18.27 $ 17.71 $ 17.00 $ 17.34
period

Income from Investment
Operations

Net investment income .08 D .09 D, E .08 D .15 .36 .17

Net realized and unrealized 6.32 .47 4.97 1.81 1.98 1.00
gain (loss)

Total from investment 6.40 .56 5.05 1.96 2.34 1.17
operations

Less Distributions

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

From net realized gain (.45) (2.85) (1.54) (1.00) (1.46) (1.41)

Total distributions (.55) (2.93) (1.66) (1.40) (1.63) (1.51)

Net asset value, end of $ 25.14 $ 19.29 $ 21.66 $ 18.27 $ 17.71 $ 17.00
period

TOTAL RETURN B, C 33.84% 2.56% 29.83% 11.79% 15.42% 6.97%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 2,846 $ 2,292 $ 2,049 $ 1,590 $ 1,660 $ 1,669
millions)

Ratio of expenses to average .69% A .70% .69% .87% 1.09% 1.19%
net assets

Ratio of expenses to average .67% A, F .67% F .66% F .80% F 1.06% F 1.17% F
net assets after expense
reductions

Ratio of net invest- ment .71% A .46% .43% 1.24% 2.31% 1.22%
income to average net assets

Portfolio turnover rate 94% A 121% 176% 205% 87% 124%

</TABLE>

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 FORMER ONE TIME SALES CHARGE AND
FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.04 PER SHARE.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1999 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity Capital Appreciation Fund (the fund) is a fund of Fidelity
Capital Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. The financial statements
have been prepared in conformity with generally accepted accounting
principles which require management to make certain estimates and
assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:

SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities (including restricted
securities) for which exchange quotations are not readily available
(and in certain cases debt securities which trade on an exchange) are
valued primarily using dealer-supplied valuations or at their fair
value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which quotations are not readily available are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.

FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.

Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
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 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."

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.

DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for foreign currency transactions, passive foreign
investment companies (PFIC), non-taxable dividends and losses deferred
due to wash sales. The fund also utilized earnings and profits
distributed to shareholders on redemption of shares as a part of the
dividends paid deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.

SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.

2. OPERATING POLICIES.

FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.

REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.

TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.

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 $1,161,369,000 and $1,334,322,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

.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 annualized rate of .44% of average
net assets after the performance adjustment.

SALES LOAD. Fidelity Distributors Corporation (FDC), an affiliate of
FMR, is the general distributor of the fund. Prior to October 12,
1990, FDC received a deferred sales charge of up to 1%. Shares
purchased before October 12, 1990 are subject to a 1% deferred sales
charge upon redemption. For the period, FDC received deferred sales
charges of $166,000.

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 annualized rate of .21% 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 $153,000 for the
period.

5. SECURITY LENDING.

The fund loaned securities to certain brokers who paid the fund
negotiated lenders' fees. These fees are included in interest income.
The fund receives U.S. Treasury obligations and/or cash as collateral
against the loaned securities, in an amount at least equal to 102% of
the market value of the loaned securities at the inception of each
loan. This collateral must be maintained at not less than 100% of the
market value of the loaned securities during the period of the loan.
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

5. SECURITY LENDING - CONTINUED

next business day. At period end, the value of the securities loaned
amounted to $11,630,000. The fund received cash collateral of
$11,797,000.

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 $137,000 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $0 and $22,000, respectively, under these arrangements.

7. TRANSACTIONS WITH AFFILIATED COMPANIES.

An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES

DOLLAR AMOUNTS IN THOUSANDS
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
4Front Software International, Inc. $ - $ - $ - $ 8,953
Advanced Communications Group, Inc. - - - 9,390
Barbeques Galore Ltd. sponsored ADR - - - 1,469
Big Buck Brew & Steakhouse, Inc. - - - 1,045
Catalyst International, Inc. - - - 6,929
Coachmen Industries, Inc. 393 - 87 16,770
Gadzooks, Inc. - 1,117 - -
HMT Technology Corp. 3,222 2,617 - 9,741
Mercer International, Inc. (SBI) - - 45 6,027
Pegasus Systems, Inc. 11,110 - - 40,981
Playboy Enterprises, Inc. Class B - - - 63,001
Quaker Fabric Corp. - - - 8,994
Supreme International Corp. - - - 3,610
TOTALS $ 14,725 $ 3,734 $ 132 $ 176,910
</TABLE>

MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.

BY PHONE

Fidelity TouchTone Xpress(registered trademark) provides a single
toll-free number to access account balances, positions, quotes and
trading. It's easy to navigate the service, and on your first call,
the system will help you create a personal identification number (PIN)
for security.

(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555

PRESS
1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.

(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM

If you are not currently on the Internet, call 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 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.

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

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Harry W. Lange, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer

BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

ADVISORY BOARD
J. Gary Burkhead

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

CAF-ANN-0699 78326
1.703454.101

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
TouchTone Xpress(registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY
DISCIPLINED EQUITY
FUND

SEMIANNUAL REPORT
APRIL 30, 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 18 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 22 Notes to the financial
statements.

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

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

PERIODS ENDED APRIL 30, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY DISCIPLINED EQUITY 21.07% 11.76% 160.03% 430.74%

S&P 500 (registered trademark) 22.32% 21.82% 228.90% 461.23%

Growth Funds Average 23.07% 15.05% 163.23% 360.48%

</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 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 six months average represents a peer
group of 1,115 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY DISCIPLINED EQUITY 11.76% 21.06% 18.16%

S&P 500 21.82% 26.89% 18.82%

Growth Funds Average 15.05% 20.90% 16.05%

$10,000 OVER 10 YEARS
Disciplined Equity S&P 500
00315 SP001
1989/04/30 10000.00 10000.00
1989/05/31 10369.13 10405.00
1989/06/30 10192.95 10345.69
1989/07/31 11015.10 11279.91
1989/08/31 11417.79 11500.99
1989/09/30 11476.51 11453.84
1989/10/31 11115.77 11188.11
1989/11/30 11275.17 11416.35
1989/12/31 11563.84 11690.34
1990/01/31 10759.85 10905.92
1990/02/28 11016.44 11046.60
1990/03/31 11461.21 11339.34
1990/04/30 11136.19 11055.86
1990/05/31 12162.56 12133.80
1990/06/30 12290.86 12051.29
1990/07/31 12248.10 12012.73
1990/08/31 11059.21 10926.78
1990/09/30 10426.28 10394.64
1990/10/31 10280.87 10349.95
1990/11/30 11101.97 11018.55
1990/12/31 11473.73 11325.97
1991/01/31 12147.63 11819.78
1991/02/28 13119.09 12664.90
1991/03/31 13434.16 12971.39
1991/04/30 13556.69 13002.52
1991/05/31 14081.80 13564.23
1991/06/30 13346.64 12942.99
1991/07/31 14011.78 13546.13
1991/08/31 14344.36 13867.17
1991/09/30 14291.84 13635.59
1991/10/31 14650.67 13818.31
1991/11/30 14099.30 13261.43
1991/12/31 15606.93 14778.54
1992/01/31 15926.03 14503.66
1992/02/29 16312.82 14692.20
1992/03/31 16109.75 14405.71
1992/04/30 16312.82 14829.23
1992/05/31 16341.83 14901.90
1992/06/30 16177.44 14679.86
1992/07/31 16951.02 15280.27
1992/08/31 16544.89 14967.02
1992/09/30 16651.26 15143.63
1992/10/31 16699.61 15196.63
1992/11/30 17299.13 15714.84
1992/12/31 17671.12 15908.13
1993/01/31 18012.74 16041.76
1993/02/28 17898.87 16259.93
1993/03/31 18447.53 16603.01
1993/04/30 17836.76 16201.22
1993/05/31 18385.42 16635.41
1993/06/30 18716.69 16683.65
1993/07/31 18623.52 16616.92
1993/08/31 19472.40 17246.70
1993/09/30 20083.17 17113.90
1993/10/31 20165.99 17468.16
1993/11/30 19544.86 17302.21
1993/12/31 20133.74 17511.57
1994/01/31 21119.38 18106.96
1994/02/28 20864.67 17616.26
1994/03/31 19823.65 16848.19
1994/04/30 20410.60 17063.85
1994/05/31 20288.78 17343.70
1994/06/30 19712.90 16918.78
1994/07/31 20200.19 17473.71
1994/08/31 21230.13 18190.14
1994/09/30 20621.02 17744.48
1994/10/31 20975.41 18143.73
1994/11/30 20344.16 17482.93
1994/12/31 20739.15 17742.21
1995/01/31 20415.46 18202.26
1995/02/28 21421.21 18911.60
1995/03/31 21952.98 19469.68
1995/04/30 22519.43 20043.07
1995/05/31 23213.05 20844.19
1995/06/30 24253.48 21328.40
1995/07/31 25721.63 22035.65
1995/08/31 25814.11 22090.96
1995/09/30 26866.10 23023.20
1995/10/31 26634.89 22941.00
1995/11/30 27027.94 23948.11
1995/12/31 26755.72 24409.35
1996/01/31 27222.39 25240.25
1996/02/29 27520.54 25474.23
1996/03/31 27650.17 25719.54
1996/04/30 28207.58 26098.65
1996/05/31 28946.47 26771.73
1996/06/30 28531.66 26873.73
1996/07/31 26937.20 25686.45
1996/08/31 27481.65 26228.18
1996/09/30 28790.92 27704.30
1996/10/31 29646.48 28468.39
1996/11/30 31318.71 30620.31
1996/12/31 30799.18 30013.72
1997/01/31 32573.90 31888.98
1997/02/28 32280.44 32138.99
1997/03/31 31176.48 30818.40
1997/04/30 32322.37 32658.26
1997/05/31 34390.55 34646.49
1997/06/30 35927.72 36198.65
1997/07/31 39379.35 39078.98
1997/08/31 37492.83 36889.78
1997/09/30 40133.96 38910.23
1997/10/31 38736.53 37610.63
1997/11/30 40106.01 39351.62
1997/12/31 41058.22 40027.29
1998/01/31 41089.97 40469.99
1998/02/28 44313.02 43388.69
1998/03/31 46662.84 45610.62
1998/04/30 47488.45 46069.47
1998/05/31 46345.29 45277.53
1998/06/30 47551.96 47116.71
1998/07/31 46408.80 46614.91
1998/08/31 39407.00 39875.33
1998/09/30 41328.13 42429.74
1998/10/31 43836.71 45880.98
1998/11/30 46075.38 48661.82
1998/12/31 50020.12 51465.72
1999/01/31 52459.71 53618.01
1999/02/28 50651.34 51951.57
1999/03/31 52476.77 54030.15
1999/04/30 53073.87 56122.74
IMATRL PRASUN SHR__CHT 19990430 19990512 103026 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Disciplined Equity Fund on April 30, 1989. As the
chart shows, by April 30, 1999, the value of the investment would have
grown to $53,074 - a 430.74% increase on the initial investment. For
comparison, look at how the Standard & Poor's 500 Index did over the
same period. With dividends and capital gains, if any, reinvested, the
same $10,000 would have grown to $56,123 - a 461.23% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

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 six months that ended April 30, 1999, the fund returned
21.07%. During the same time period, the Standard & Poor's 500 Index
returned 22.32% and the growth funds average tracked by Lipper Inc.
returned 23.07%. For the 12 months that ended April 30, 1999, the fund
returned 11.76%, while the S&P 500 returned 21.82% and the Lipper peer
group returned 15.05%.

Q. COULD YOU DESCRIBE THE MARKET ENVIRONMENT DURING THE PERIOD?

A. Large-cap stocks continued their recent dominance over small caps
in the latest six-month period, albeit by a smaller margin than in the
preceding six months. Given the economic and political instability in
many parts of the world, investors have preferred the perceived safety
afforded by the stocks of large U.S.-based corporations.

Q. WHY DID THE FUND SLIGHTLY UNDERPERFORM THE S&P 500 AND THE PEER
GROUP DURING THE SIX-MONTH PERIOD?

A. Early in the period, my quantitative models were predicting weak
small-cap returns. As a result, I added more large-capitalization
stocks to the portfolio. This shift helped performance because
smaller-cap stocks definitely lagged the broader market. In addition,
my models historically have been better at picking mid-cap stocks, but
over the past year, they have also done well in choosing larger-cap
names. However, the fund underperformed the S&P 500 and the Lipper
peer group because it didn't own some of the hot Internet-related
stocks and started the period off with smaller-cap stocks.

Q. WHY DIDN'T THE FUND OWN MORE INTERNET-RELATED STOCKS?

A. Many Internet companies are losing money and their stocks are
trading at more than 100 times sales. I believe that, over three
years, the Internet stocks will likely underperform the market - even
if they continue upward in the short term. Generally, owning stocks
that are losing money and trading at 100 times sales is a losing game
and I like to play the odds. I discuss the high valuations of these
Internet stocks in more detail at the end of this interview.

Q. WHICH INDIVIDUAL HOLDINGS PERFORMED WELL?

A. Charles Schwab, which was up 243% during the six-month period, was
by far the biggest winner. Online trading is exploding and Schwab is
getting caught up in the Internet hype. Another beneficiary of the
Internet boom was Sun Microsystems, which gained 105% during the
period. In addition, many retailers benefited from a very strong
consumer situation. Consumer confidence was high during the period, so
people were more willing to open their wallets. Best Buy was a good
example of a retailer that benefited from high consumer spending.
Other large-cap household names that continued to generate strong
results were General Electric and Microsoft.

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

A. The biggest disappointment was H.J. Heinz, whose shares fell 18%
during the six-month period. The company has done a restructuring of
its pet food line, which was not as successful as management would
have hoped. As a result, revenues lagged analysts' estimates in a
market where investors are paying top dollar for top-line growth.
Another detractor was Allstate. Industry malaise and pricing pressures
have created an environment of lackluster premium growth and, in turn,
slowing earnings growth for many insurers. Finally, pharmaceutical
stocks, such as Warner-Lambert and Schering-Plough, suffered due to
seasonal weakness and a few new product setbacks at the U.S. Food and
Drug Administration during the period.

Q. WHAT'S YOUR OUTLOOK?

A. Many of the fund's holdings - particularly the retailers -
benefited from strong consumer trends during the period. However, this
aggressive spending wave has actually taken our savings rate as a
nation into negative territory. Therefore, I don't think it can get
much better from here for the companies that benefited from high
consumer confidence over the past six months. Generally speaking, I
think that if interest rates remain stable, the market should generate
mediocre - but not great - returns. I'm also not terribly keen on the
outlook for small-cap stocks. I believe that small caps are a better
buy at the bottom of a bear market or a recession, and we weren't
experiencing either at the end of the period.

(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 April 30, 1999,
more than $3.2 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 THE HIGH
VALUATIONS OF INTERNET STOCKS:

"Certainly many Internet
companies have above-average
growth prospects compared to
typical established industrial
stocks, but their valuations have
become problematic and some
traders have embraced these stocks
as a means of easy riches. In
general, `winning' stocks have
lower-than-average
price-to-earnings ratios with
above-average earnings growth
and increasing levels of earnings
estimate support from Wall Street.
Stocks that are expected to
underperform the market on a
one- to three-year level are those
that are losing money, trading at
extremely high price-to-sales
ratios and have large insider stock
sales. Most Internet stocks belong
in this category.

"For example, Priceline.com, an
online travel agency that has been
public for two months, recently
traded at a market capitalization
of $23.5 billion, or 118 times its
annualized sales. At the same
time, AMR, UAL, and Delta, the
three biggest airlines in the U.S.,
have combined sales of $51 billion
- - absolutely dwarfing
Priceline.com's scale of business.
However, the combined market
cap of the big three airlines is
$25.2 billion, comparable to
Priceline.com. Although
Priceline.com may serve a
legitimate niche in the rapidly
growing online bookings field, this
valuation is simply in the
stratosphere.

"Internet stocks may well
continue their run for a few more
quarters. However, at some point,
I think the market will lose
patience with their decelerating
sales growth."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 1999

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

Microsoft Corp. 4.4 3.4

General Electric Co. 3.3 3.2

Schering-Plough Corp. 3.2 3.9

Fannie Mae 3.2 3.0

Amgen, Inc. 3.0 2.2

Lucent Technologies, Inc. 2.7 1.6

Intel Corp. 2.4 2.1

Mobil Corp. 2.4 1.2

Best Buy Co., Inc. 2.2 1.3

Guidant Corp. 2.1 1.8

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 1999

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

TECHNOLOGY 16.6 16.1

FINANCE 16.1 12.8

HEALTH 10.5 14.0

UTILITIES 10.0 12.1

RETAIL & WHOLESALE 7.1 6.1

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF APRIL 30, 1999*

Stocks 92.6%
Short-term
investments 7.4%
*FOREIGN
INVESTMENTS 2.0%

Row: 1, Col: 1, Value: 92.59999999999999
Row: 1, Col: 2, Value: 7.4

AS OF OCTOBER 31, 1998**

Stocks 97.2%
Short-term
investments 2.8%
**FOREIGN
INVESTMENTS 2.6%

Row: 1, Col: 1, Value: 97.2
Row: 1, Col: 2, Value: 6.8

INVESTMENTS APRIL 30, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 92.6%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 2.3%

Advanced Aerodynamics & 150,000 $ 488
Structures, Inc. Class A (a)

Goodrich (B.F.) Co. 113,300 4,504

Gulfstream Aerospace Corp. (a) 100,000 4,875

Sundstrand Corp. 150,000 10,763

United Technologies Corp. 367,600 53,256

73,886

DEFENSE ELECTRONICS - 0.0%

Raytheon Co. Class A 18,837 1,303

TOTAL AEROSPACE & DEFENSE 75,189

BASIC INDUSTRIES - 1.5%

CHEMICALS & PLASTICS - 1.1%

Ashland, Inc. 120,800 5,104

Dow Chemical Co. 200,000 26,238

Solutia, Inc. 200,000 4,875

36,217

METALS & MINING - 0.2%

Martin Marietta Materials, 120,000 7,418
Inc.

PAPER & FOREST PRODUCTS - 0.2%

Pentair, Inc. 90,000 4,230

TOTAL BASIC INDUSTRIES 47,865

CONSTRUCTION & REAL ESTATE -
0.8%

BUILDING MATERIALS - 0.6%

Crane Co. 84,000 2,431

Lafarge Corp. 115,037 3,890

Southdown, Inc. 94,000 6,022

USG Corp. 124,700 7,279

19,622

CONSTRUCTION - 0.2%

Centex Corp. 166,000 6,069

Fleetwood Enterprises, Inc. 10,200 252

6,321

TOTAL CONSTRUCTION & REAL 25,943
ESTATE

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - 3.5%

AUTOS, TIRES, & ACCESSORIES -
2.1%

Ford Motor Co. 834,000 $ 53,324

General Motors Corp. 100,000 8,894

Navistar International Corp. 100,000 5,231
(a)

67,449

CONSUMER ELECTRONICS - 0.8%

Maytag Corp. 364,000 24,889

TEXTILES & APPAREL - 0.6%

VF Corp. 415,000 21,373

TOTAL DURABLES 113,711

ENERGY - 6.3%

OIL & GAS - 6.3%

Amerada Hess Corp. 150,000 8,550

Chevron Corp. 307,000 30,623

Coastal Corp. (The) 280,000 10,710

Exxon Corp. 478,000 39,704

Mobil Corp. 745,000 78,039

Texaco, Inc. 643,000 40,348

207,974

FINANCE - 16.1%

BANKS - 2.9%

AmSouth Bancorp. 223,050 10,609

Chase Manhattan Corp. 500,000 41,375

Comerica, Inc. 160,500 10,443

Wells Fargo & Co. 800,000 34,550

96,977

CREDIT & OTHER FINANCE - 1.4%

Citigroup, Inc. 600,000 45,150

FEDERAL SPONSORED CREDIT - 4.9%

Fannie Mae 1,449,000 102,788

Freddie Mac 901,000 56,538

159,326

INSURANCE - 4.7%

Allstate Corp. 1,224,000 44,523

Ambac Financial Group, Inc. 122,400 7,390

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

INSURANCE - CONTINUED

American General Corp. 150,000 $ 11,100

American International Group, 285,997 33,587
Inc.

Annuity & Life Re Holdings 2,800 55
Ltd.

Everest Reinsurance Holdings, 155,000 4,698
Inc.

Financial Security Assurance 35,000 1,999
Holdings Ltd.

Lincoln National Corp. 288,400 27,704

Nationwide Financial 100,000 4,638
Services, Inc. Class A

Old Republic International 367,500 7,189
Corp.

Protective Life Corp. 110,000 4,311

Transatlantic Holdings, Inc. 40,500 3,113

Travelers Property Casualty 80,000 2,760
Corp. Class A

153,067

SAVINGS & LOANS - 0.5%

Golden West Financial Corp. 150,000 15,019

SECURITIES INDUSTRY - 1.7%

Schwab (Charles) Corp. 525,000 57,619

TOTAL FINANCE 527,158

HEALTH - 10.5%

DRUGS & PHARMACEUTICALS - 7.1%

Amgen, Inc. (a) 1,581,400 97,157

Rexall Sundown, Inc. (a) 100,000 1,731

Schering-Plough Corp. 2,160,800 104,394

Sigma-Aldrich Corp. 100,000 3,250

Warner-Lambert Co. 385,000 26,156

232,688

MEDICAL EQUIPMENT & SUPPLIES
- - 2.6%

Abbott Laboratories 38,000 1,841

Becton, Dickinson & Co. 206,000 7,661

Guidant Corp. 1,298,000 69,686

Resmed, Inc. (a) 20,000 529

Steris Corp. (a) 280,000 4,970

84,687

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL FACILITIES MANAGEMENT
- - 0.8%

Universal Health Services, 44,000 $ 2,280
Inc. Class B (a)

Wellpoint Health Networks, 359,000 25,220
Inc. (a)

27,500

TOTAL HEALTH 344,875

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.3%

ELECTRICAL EQUIPMENT - 3.3%

General Electric Co. 1,021,000 107,716

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.9%

Ingersoll-Rand Co. 124,500 8,614

Tyco International Ltd. 668,000 54,275

62,889

POLLUTION CONTROL - 0.1%

Ogden Corp. 169,000 4,362

TOTAL INDUSTRIAL MACHINERY & 174,967
EQUIPMENT

MEDIA & LEISURE - 5.0%

ENTERTAINMENT - 3.3%

Carnival Corp. 1,436,000 59,235

Viacom, Inc. Class B 1,198,000 48,968
(non-vtg.) (a)

108,203

PUBLISHING - 1.7%

McGraw-Hill Companies, Inc. 748,800 41,371

New York Times Co. (The) 446,000 15,387
Class A

56,758

TOTAL MEDIA & LEISURE 164,961

NONDURABLES - 5.8%

BEVERAGES - 1.8%

Anheuser-Busch Companies, 680,000 49,725
Inc.

Canandaigua Wine, Inc. Class 42,000 2,163
A (a)

Coors (Adolph) Co. Class B 128,000 6,848

58,736

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

FOODS - 3.7%

General Mills, Inc. 200,000 $ 14,625

Heinz (H.J.) Co. 1,053,000 49,162

Interstate Bakeries Corp. 43,900 977

Pilgrims Pride Corp. 40,000 745

Quaker Oats Co. 799,000 51,585

Ralcorp Holdings, Inc. (a) 120,000 2,205

119,299

HOUSEHOLD PRODUCTS - 0.3%

Avon Products, Inc. 203,400 11,047

Playtex Products, Inc. (a) 900 15

11,062

TOTAL NONDURABLES 189,097

PRECIOUS METALS - 0.2%

Barrick Gold Corp. 400,000 8,085

RETAIL & WHOLESALE - 7.1%

APPAREL STORES - 0.6%

Intimate Brands, Inc. Class A 54,500 2,725

Ross Stores, Inc. 224,000 10,290

TJX Companies, Inc. 200,000 6,663

19,678

GENERAL MERCHANDISE STORES -
3.8%

Costco Companies, Inc. (a) 164,000 13,274

Dayton Hudson Corp. 552,000 37,157

Federated Department Stores, 123,000 5,743
Inc. (a)

Wal-Mart Stores, Inc. 1,500,000 69,000

125,174

RETAIL & WHOLESALE,
MISCELLANEOUS - 2.7%

Best Buy Co., Inc. (a) 1,496,000 71,434

Office Depot, Inc. (a) 282,000 6,204

Tandy Corp. 141,100 10,221

87,859

TOTAL RETAIL & WHOLESALE 232,711

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - 1.1%

ADVERTISING - 0.7%

Mpath Interactive, Inc. (a) 700 $ 28

Omnicom Group, Inc. 304,000 22,040

22,068

LEASING & RENTAL - 0.1%

Hertz Corp. Class A 87,500 5,223

PRINTING - 0.3%

Valassis Communications, Inc. 173,000 9,688
(a)

SERVICES - 0.0%

ACNielsen Corp. (a) 35,600 992

TOTAL SERVICES 37,971

TECHNOLOGY - 16.6%

COMMUNICATIONS EQUIPMENT - 3.6%

Cisco Systems, Inc. (a) 250,000 28,516

Lucent Technologies, Inc. 1,500,000 90,188

118,704

COMPUTER SERVICES & SOFTWARE
- - 5.9%

AppliedTheory Corp. (a) 800 16

Informatica Corp. (a) 900 25

International Business 21,200 4,435
Machines Corp.

Marimba, Inc. (a) 700 43

Microsoft Corp. (a) 1,775,600 144,368

Pacific Internet Ltd. (a) 500 40

Prodigy Communications Corp. 1,700 46
(a)

Razorfish, Inc. (a) 800 35

Sterling Software, Inc. (a) 318,200 6,583

Synopsys, Inc. (a) 528,000 24,882

Unisys Corp. (a) 418,500 13,157

193,630

COMPUTERS & OFFICE EQUIPMENT
- - 3.7%

Dell Computer Corp. (a) 924,700 38,086

EMC Corp. (a) 200,000 21,788

Hewlett-Packard Co. 200,000 15,775

Lexmark International Group, 357,000 44,090
Inc. Class A (a)

119,739

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - 3.4%

Intel Corp. 1,300,000 $ 79,544

Motorola, Inc. 400,000 32,050

111,594

TOTAL TECHNOLOGY 543,667

TRANSPORTATION - 0.5%

AIR TRANSPORTATION - 0.5%

Comair Holdings, Inc. 78,750 1,737

Southwest Airlines Co. 375,000 12,211

Viad Corp. 44,800 1,481

15,429

UTILITIES - 10.0%

CELLULAR - 0.3%

Century Telephone 238,500 9,600
Enterprises, Inc.

ELECTRIC UTILITY - 4.3%

DQE, Inc. 219,400 9,037

DTE Energy Co. 623,000 25,426

Energy East Corp. 466,000 12,320

FirstEnergy Corp. 195,000 5,789

FPL Group, Inc. 642,000 36,193

GPU, Inc. 345,200 13,161

NiSource, Inc. 258,000 7,160

PP&L Resources, Inc. 301,000 8,409

Public Service Enterprise 438,000 17,520
Group, Inc.

Reliant Energy, Inc. 147,700 4,182

Utilicorp United, Inc. 128,127 3,131

142,328

GAS - 0.8%

Columbia Gas System, Inc. 76,500 3,677

Enron Corp. 300,000 22,575

26,252

TELEPHONE SERVICES - 4.6%

Ameritech Corp. 889,000 60,841

AT&T Corp. 284,500 14,367

Bell Atlantic Corp. 500,000 28,813

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

GTE Corp. 300,000 $ 20,081

U.S. WEST, Inc. 500,000 26,156

150,258

TOTAL UTILITIES 328,438

TOTAL COMMON STOCKS 3,038,041
(Cost $2,143,252)

CASH EQUIVALENTS - 7.4%

Taxable Central Cash Fund (b) 241,012,721 241,013
(Cost $241,013)

SECURITIES - 100%
(Cost $2,384,265)

</TABLE>

LEGEND

(a) Non-income producing

INCOME TAX INFORMATION

At April 30, 1999, the aggregate cost of investment securities for
income tax purposes was $2,384,265,000. Net unrealized appreciation
aggregated $894,789,000, of which $926,035,000 related to appreciated
investment securities and $31,246,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) APRIL 30,
1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 3,279,054
value (cost $2,384,265) -
See accompanying schedule

Receivable for investments 43,763
sold

Receivable for fund shares 2,098
sold

Dividends receivable 2,535

Interest receivable 755

Other receivables 570

TOTAL ASSETS 3,328,775

LIABILITIES

Payable for investments $ 118,873
purchased

Payable for fund shares 4,593
redeemed

Accrued management fee 1,152

Other payables and accrued 635
expenses

TOTAL LIABILITIES 125,253

NET ASSETS $ 3,203,522

Net Assets consist of:

Paid in capital $ 2,191,586

Undistributed net investment 9,240
income

Accumulated undistributed net 107,907
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 894,789
(depreciation) on investments

NET ASSETS, for 102,969 $ 3,203,522
shares outstanding

NET ASSET VALUE, offering $31.11
price and redemption price
per share ($3,203,522
(divided by) 102,969 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED APRIL 30, 1999
(UNAUDITED)

INVESTMENT INCOME $ 18,013
Dividends

Interest 3,181

TOTAL INCOME 21,194

EXPENSES

Management fee Basic fee $ 9,050

Performance adjustment (2,495)

Transfer agent fees 3,030

Accounting fees and expenses 432

Non-interested trustees' 7
compensation

Custodian fees and expenses 26

Registration fees 42

Audit 23

Legal 12

Total expenses before 10,127
reductions

Expense reductions (226) 9,901

NET INVESTMENT INCOME 11,293

REALIZED AND UNREALIZED GAIN 107,819
(LOSS)
Net realized gain (loss) on
investment securities

Change in net unrealized 460,325
appreciation (depreciation)
on investment securities

NET GAIN (LOSS) 568,144

NET INCREASE (DECREASE) IN $ 579,437
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL YEAR ENDED OCTOBER 31, 1998
30,1999 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 11,293 $ 31,427
income

Net realized gain (loss) 107,819 275,380

Change in net unrealized 460,325 11,152
appreciation (depreciation)

NET INCREASE (DECREASE) IN 579,437 317,959
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 330,148 1,204,102
proceeds from sales of shares

Reinvestment of distributions 198,151 297,889

Cost of shares redeemed (499,436) (1,072,145)

NET INCREASE (DECREASE) IN 28,863 429,846
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 402,450 442,988
IN NET ASSETS

NET ASSETS

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

End of period (including $ 3,203,522 $ 2,801,072
undistributed net investment
income of $9,240 and
$29,680, respectively)

OTHER INFORMATION
Shares

Sold 11,125 43,592

Issued in reinvestment of 7,237 11,427
distributions

Redeemed (16,833) (38,633)

Net increase (decrease) 1,529 16,386

</TABLE>

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

YEARS ENDED OCTOBER 31,

SIX MONTHS ENDED APRIL 30, 1999 1998 1997 1996 1995 1994

(UNAUDITED)

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 27.61 $ 27.72 $ 22.87 $ 23.04 $ 18.94 $ 19.48
period

Income from Investment
Operations

Net investment income .11 D .31 D .32 D .26 .30 .21

Net realized and unrealized 5.43 3.13 6.25 2.10 4.57 .50
gain (loss)

Total from investment 5.54 3.44 6.57 2.36 4.87 .71
operations

Less Distributions

From net investment income (.22) (.25) (.23) (.30) (.25) (.21)

From net realized gain (1.82) (3.30) (1.49) (2.23) (.52) (1.04)

Total distributions (2.04) (3.55) (1.72) (2.53) (.77) (1.25)

Net asset value, end of $ 31.11 $ 27.61 $ 27.72 $ 22.87 $ 23.04 $ 18.94
period

TOTAL RETURNB, C 21.07% 13.17% 30.66% 11.31% 26.98% 4.01%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 3,204 $ 2,801 $ 2,358 $ 2,146 $ 2,088 $ 1,082
millions)

Ratio of expenses to average .66% A .67% .69% .81% .96% 1.07%
net assets

Ratio of expenses to average .65% A, E .64% E .64% E .75% E .93% E 1.05% E
net assets after expense
reductions

Ratio of net investment .74% A 1.10% 1.28% 1.22% 1.81% 1.43%
income to average net assets

Portfolio turnover rate 27% A 125% 127% 297% 221% 139%

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
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.

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1999 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity Disciplined Equity Fund (the fund) is a fund of Fidelity
Capital Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. The financial statements
have been prepared in conformity with generally accepted accounting
principles which require management to make certain estimates and
assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:

SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities for which exchange
quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value as determined in
good faith under consistently applied procedures under the general
supervision of the Board of Trustees. Short-term securities with
remaining maturities of sixty days or less for which quotations are
not readily available are valued at amortized cost or original cost
plus accrued interest, both of which approximate current value.

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

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.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, futures transactions, foreign
currency transactions, passive foreign investment companies (PFIC),
market discount, non-taxable dividends, and losses deferred due to
wash sales. The fund also utilized earnings and profits distributed to
shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.

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

TAXABLE CENTRAL CASH FUND - CONTINUED

Management, Inc., an affiliate of Fidelity Management & Research
Company (FMR). The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.

3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $389,891,000 and $656,676,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annualized rate of .43% 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 $195,000 under this arrangement.

In addition, the fund has entered into an arrangement with its
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's transfer agent fees were reduced by $31,000
under this arrangement.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555

PRESS
1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.

(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM

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

TO WRITE FIDELITY

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and
send you written confirmation upon completion of your request.

(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5517

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75039-5517

GENERAL CORRESPONDENCE

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

TO VISIT FIDELITY

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

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

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 Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

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
Leonard M. Rush, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

FDE-SANN-0699 78267
1.703636.101

CUSTODIAN
State Street Bank and Trust
North Quincy, MA

FIDELITY'S GROWTH FUNDS
Aggresive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
ContrafundSM
ContrafundSM 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
TechnoQuantSM Growth Fund
Trend Fund
Value Fund

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
TouchTone Xpress (registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY
STOCK SELECTOR

SEMIANNUAL REPORT
APRIL 30, 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.

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

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

PERIODS ENDED APRIL 30, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY STOCK SELECTOR 24.31% 8.00% 151.36% 451.60%

S&P 500 (registered trademark) 22.32% 21.82% 228.90% 439.92%

Growth Funds Average 23.07% 15.05% 163.23% 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 September 28, 1990. For example, if
you had invested $1,000 in a fund that had a 5% return over the past
year, the value of your investment would be $1,050. You can compare
the fund's returns to the performance of the Standard & Poor's 500
Index - a 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 six months average represents a peer group of 1,115
mutual funds. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY STOCK SELECTOR 8.00% 20.24% 22.01%

S&P 500 21.82% 26.89% 21.71%

Growth Funds Average 15.05% 20.90% 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
IMATRL PRASUN SHR__CHT 19990430 19990511 085557 R00000000000106

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Stock Selector on September 28, 1990, when the
fund started. As the chart shows, by April 30, 1999, the value of the
investment would have grown to $55,160 - a 451.60% 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 $53,992 - a
439.92% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

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 six months that ended April 30, 1999, the fund returned
24.31%. During the same time period, the Standard & Poor's 500 Index
returned 22.32% and the growth funds average tracked by Lipper Inc.
returned 23.07%. For the 12 months that ended April 30, 1999, the fund
returned 8.00%, compared to 21.82% for the S&P 500 and 15.05% for the
Lipper peer group.

Q. WHAT HELPED THE FUND OUTPERFORM THE BENCHMARK AND ITS PEER GROUP
DURING THE SIX-MONTH PERIOD?

A. An increased position in large-capitalization stocks helped the
fund. Beginning in November, I added more large-cap names to the
portfolio because my models were predicting weak small-cap returns.
This was somewhat of a significant move considering that the fund was
focused on mid-cap stocks. In addition, I've been a bit more
aggressive in making sector rotations. I reduced the fund's weighting
in utilities quite a bit at the beginning of the year, a period of
time when these stocks historically do not perform well. In February,
I increased the fund's energy holdings, which was fortunate in
hindsight given the rise in oil prices over the past three months.
Finally, the fund's increased position in retail holdings helped
performance as consumer spending rallied and sent many of these stocks
soaring.

Q. WHICH INDIVIDUAL HOLDINGS HELPED PERFORMANCE?

A. VISX, a maker of lasers for eye surgery, was a big winner for the
fund. Its stock climbed 413% during the period. Lexmark, a
manufacturer of low-end computer printers, gained 76%. The company has
been able to garner large gross margins on its printer cartridges.
Another strong performer was Dayton Hudson, whose Target stores have
done incredibly well. Many retailers benefited from a very strong
consumer situation during the period. Economic reports showed that
consumer confidence was high, so people were more willing to open
their wallets.

Q. TECHNOLOGY REPRESENTED ABOUT 17% OF THE FUND AT THE END OF THE
PERIOD. HOW DID THESE HOLDINGS FARE?

A. Pretty well. For example, Lucent Technologies was a rocket ship.
The company continued to deliver reliable, above-average earnings
growth. In addition, Apple Computer and Best Buy were both strong
performers as computer sales continued at a brisk pace during the
period. Finally, almost any stock that had ties to the Internet
generated phenomenal returns during the period, including Microsoft
and Sun Microsystems.

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

A. Warner-Lambert and Schering-Plough were two of the biggest
detractors during the period as many of the drug stocks suffered due
to seasonal weakness and a couple of new product setbacks at the U.S.
Food and Drug Administration. Another detractor was CKE Restaurants, a
mini-conglomerate of fast-food chains. The company predicted a big
turnaround at its Hardees chain that never really manifested itself.
Finally, Homestake Mining hurt performance, as the price of gold - and
inflation - remained low. Generally, I don't tend to hold onto losing
stocks for long. As a result, the fund sold its positions in CKE
Restaurants and Homestake Mining by the end of the period.

Q. WHAT'S YOUR OUTLOOK, BRAD?

A. Many of the fund's holdings - particularly the retailers -
benefited from strong consumer trends during the period. However, this
aggressive spending wave has actually taken our savings rate as a
nation into negative territory. Therefore, I don't think it can get
much better from here for the companies that benefited from high
consumer confidence over the past six months. Generally speaking, I
think that if interest rates remain stable, the market should generate
mediocre - but not great - returns. I'm also not terribly keen on the
outlook for small-cap stocks. I believe that small caps are a better
buy at the bottom of a bear market or a recession and we weren't
experiencing either at the end of the period.

(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 April 30, 1999,
more than $1.6 billion

MANAGER: Bradford Lewis,
since 1990; manager,
Fidelity Disciplined Equity,
since 1988; Fidelity Small
Cap Selector, since 1993;
joined Fidelity in 1985

BRAD LEWIS ON THE HIGH
VALUATIONS OF INTERNET STOCKS:

"Certainly many Internet
companies have above-average
growth prospects compared to a
typical established industrial
stock, but some traders have
embraced these stocks as a means
of easy riches and their valuations
have become problematic. In
general, `winning' stocks have
lower-than-average
price-to-earnings ratios with
above-average earnings growth and
increasing levels of earnings
estimate support from Wall Street.
Stocks that are expected to
underperform the market on a
one- to three-year level are those
that are losing money, trading at
extremely high price-to-sales
ratios and have large insider stock
sales. Most Internet stocks belong
in this category.

"For example, Priceline.com, an
online travel agency that has been
public for two months, recently
traded at a market capitalization
of $23.5 billion, or 118 times its
annualized sales. At the same
time, AMR, UAL and Delta, the
three biggest airlines in the U.S.,
have combined sales of $51 billion
- - absolutely dwarfing
Priceline.com's scale of business.
However, the combined market
cap of the big three airlines is
$25.2 billion, comparable to
Priceline.com. Although
Priceline.com may serve a
legitimate niche in the rapidly
growing online bookings field, this
valuation is troublesome because
the company is losing money.

"Internet stocks may well
continue their run for a few more
quarters. However, at some point,
I think the market will lose
patience with their decelerating
sales growth."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 1999

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

Microsoft Corp. 4.3 3.3

Dayton Hudson Corp. 3.1 2.2

Best Buy Co., Inc. 2.6 1.5

Ameritech Corp. 2.4 1.4

Intel Corp. 2.3 0.0

Lucent Technologies, Inc. 2.3 1.7

Apple Computer, Inc. 2.2 2.0

Ford Motor Co. 2.1 0.0

Schering-Plough Corp. 2.0 3.2

TJX Companies, Inc. 1.9 1.3

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 1999

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

TECHNOLOGY 16.6 14.9

RETAIL & WHOLESALE 12.7 9.8

FINANCE 12.2 17.3

HEALTH 10.0 13.5

DURABLES 6.9 4.1

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF APRIL 30, 1999 *

Stocks and investment
companies 87.2%
Short-term
investments 12.8%
*FOREIGN
INVESTMENTS 4.7%

Row: 1, Col: 1, Value: 87.2
Row: 1, Col: 2, Value: 12.8

AS OF OCTOBER 31,1998 **

Stocks and investment
companies 98.5%
Short-term
investments 1.5%
**FOREIGN
INVESTMENTS 6.0%

Row: 1, Col: 1, Value: 98.5
Row: 1, Col: 2, Value: 1.5

INVESTMENTS APRIL 30, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 84.1%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 2.6%

AEROSPACE & DEFENSE - 2.0%

Advanced Aerodynamics & 150,000 $ 488
Structures, Inc. Class A (a)

Boeing Co. 250,000 10,156

United Technologies Corp. 174,000 25,208

35,852

DEFENSE ELECTRONICS - 0.0%

Raytheon Co. Class A 10,841 750

SHIP BUILDING & REPAIR - 0.6%

General Dynamics Corp. 150,000 10,538

TOTAL AEROSPACE & DEFENSE 47,140

BASIC INDUSTRIES - 1.3%

CHEMICALS & PLASTICS - 0.7%

Ashland, Inc. 200,000 8,450

Solutia, Inc. 150,000 3,656

12,106

PAPER & FOREST PRODUCTS - 0.6%

Kimberly-Clark Corp. 123,500 7,572

Pentair, Inc. 70,000 3,290

10,862

TOTAL BASIC INDUSTRIES 22,968

CONSTRUCTION & REAL ESTATE -
0.7%

BUILDING MATERIALS - 0.5%

Masco Corp. 17,000 499

Southdown, Inc. 22,600 1,448

USG Corp. 116,300 6,789

8,736

CONSTRUCTION - 0.2%

Centex Corp. 97,800 3,576

TOTAL CONSTRUCTION & REAL 12,312
ESTATE

DURABLES - 6.9%

AUTOS, TIRES, & ACCESSORIES -
4.0%

Danaher Corp. 70,000 4,651

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

AUTOS, TIRES, & ACCESSORIES -
CONTINUED

Ford Motor Co. 600,000 $ 38,363

General Motors Corp. 250,000 22,234

Navistar International Corp. 88,800 4,645
(a)

Toyota Motor Corp. 100,000 2,862

72,755

CONSUMER ELECTRONICS - 1.3%

Black & Decker Corp. 83,000 4,710

Maytag Corp. 290,400 19,856

24,566

HOME FURNISHINGS - 0.2%

Knoll, Inc. (a) 123,000 2,952

TEXTILES & APPAREL - 1.4%

Mohawk Industries, Inc. (a) 141,000 4,547

Shaw Industries, Inc. (a) 371,000 6,724

VF Corp. 261,000 13,442

24,713

TOTAL DURABLES 124,986

ENERGY - 2.6%

OIL & GAS - 2.6%

Chevron Corp. 200,000 19,950

Coastal Corp. (The) 318,000 12,164

Shell Transport & Trading Co. 300,000 2,272
PLC (Reg.)

Union Pacific Resources 1,000,000 14,000
Group, Inc.

48,386

FINANCE - 12.2%

BANKS - 0.5%

Chase Manhattan Corp. 77,900 6,446

Unicredito Italiano Spa 300,000 1,529

UnionBanCal Corp. 42,000 1,433

9,408

CREDIT & OTHER FINANCE - 5.2%

American Express Co. 200,000 26,138

Citigroup, Inc. 400,000 30,100

Countrywide Credit 327,157 14,824
Industries, Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE -
CONTINUED

Fleet Financial Group, Inc. 520,000 $ 22,393

Old Kent Financial Corp. 33,000 1,559

95,014

FEDERAL SPONSORED CREDIT - 3.3%

Fannie Mae 402,000 28,517

Freddie Mac 509,000 31,940

60,457

INSURANCE - 1.6%

AFLAC, Inc. 153,000 8,300

Allstate Corp. 150,000 5,456

Ambac Financial Group, Inc. 104,000 6,279

Annuity & Life Re Holdings 1,900 38
Ltd.

Jefferson-Pilot Corp. 76,000 5,121

Nationwide Financial 60,000 2,783
Services, Inc. Class A

27,977

SAVINGS & LOANS - 0.8%

Dime Bancorp, Inc. 156,300 3,605

Golden West Financial Corp. 59,000 5,907

Washington Mutual, Inc. 114,900 4,725

14,237

SECURITIES INDUSTRY - 0.8%

Edwards (A.G.), Inc. 60,000 2,100

Morgan Stanley, Dean Witter & 128,000 12,696
Co.

14,796

TOTAL FINANCE 221,889

HEALTH - 10.0%

DRUGS & PHARMACEUTICALS - 6.4%

Allergan, Inc. 30,000 2,696

Amgen, Inc. (a) 406,000 24,944

Bristol-Myers Squibb Co. 350,000 22,247

Genentech, Inc. (special) (a) 35,000 2,962

Novartis AG (Reg.) 2,000 2,930

Pharmacia & Upjohn, Inc. 25,000 1,400

Schering-Plough Corp. 775,000 37,442

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Takeda Chemical Industries 50,000 $ 2,174
Ltd.

Warner-Lambert Co. 296,000 20,110

116,905

MEDICAL EQUIPMENT & SUPPLIES
- - 1.9%

Guidant Corp. 188,200 10,104

Johnson & Johnson 150,000 14,625

VISX, Inc. (a) 80,000 10,300

35,029

MEDICAL FACILITIES MANAGEMENT
- - 1.7%

Lincare Holdings, Inc. (a) 144,000 4,266

PacifiCare Health Systems, 260,000 20,743
Inc. Class B (a)

Trigon Healthcare, Inc. (a) 150,000 4,763

29,772

TOTAL HEALTH 181,706

HOLDING COMPANIES - 0.1%

PartnerRe Ltd. 30,000 1,238

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.3%

ELECTRICAL EQUIPMENT - 1.9%

General Electric Co. 124,000 13,082

General Instrument Corp. (a) 587,400 21,440

34,522

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.2%

Ingersoll-Rand Co. 367,100 25,399

Tyco International Ltd. 409,000 33,231

58,630

POLLUTION CONTROL - 0.2%

Ogden Corp. 124,900 3,224

TOTAL INDUSTRIAL MACHINERY & 96,376
EQUIPMENT

MEDIA & LEISURE - 3.3%

BROADCASTING - 0.8%

Time Warner, Inc. 200,000 14,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

ENTERTAINMENT - 0.8%

Viacom, Inc. Class B 356,000 $ 14,552
(non-vtg.) (a)

LEISURE DURABLES & TOYS - 0.4%

Hasbro, Inc. 220,500 7,525

PUBLISHING - 0.8%

Knight-Ridder, Inc. 103,000 5,543

McGraw-Hill Companies, Inc. 174,400 9,636

15,179

RESTAURANTS - 0.5%

Darden Restaurants, Inc. 225,000 5,020

Foodmaker, Inc. (a) 157,000 3,788

8,808

TOTAL MEDIA & LEISURE 60,064

NONDURABLES - 1.2%

BEVERAGES - 0.8%

Anheuser-Busch Companies, 114,000 8,336
Inc.

Canandaigua Wine, Inc. Class 48,000 2,472
A (a)

Coors (Adolph) Co. Class B 77,200 4,130

14,938

HOUSEHOLD PRODUCTS - 0.4%

Clorox Co. 69,000 7,961

TOTAL NONDURABLES 22,899

PRECIOUS METALS - 0.5%

Barrick Gold Corp. 500,000 10,106

RETAIL & WHOLESALE - 12.7%

APPAREL STORES - 4.3%

Brown Group, Inc. 80,000 1,305

Gap, Inc. 469,000 31,218

Ross Stores, Inc. 250,000 11,484

TJX Companies, Inc. 1,038,800 34,605

78,612

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

GENERAL MERCHANDISE STORES -
4.3%

Dayton Hudson Corp. 833,800 $ 56,125

Wal-Mart Stores, Inc. 478,600 22,016

78,141

RETAIL & WHOLESALE,
MISCELLANEOUS - 4.1%

Best Buy Co., Inc. (a) 976,000 46,604

Home Depot, Inc. 157,000 9,410

Lowe's Companies, Inc. 313,000 16,511

Zale Corp. (a) 49,200 1,860

74,385

TOTAL RETAIL & WHOLESALE 231,138

SERVICES - 1.0%

ADVERTISING - 0.2%

ADVO, Inc. (a) 30,000 593

Mpath Interactive, Inc. (a) 300 12

WPP Group PLC 400,000 3,538

4,143

PRINTING - 0.6%

Valassis Communications, Inc. 175,900 9,850
(a)

SERVICES - 0.2%

ACNielsen Corp. (a) 129,900 3,621

TOTAL SERVICES 17,614

TECHNOLOGY - 16.6%

COMMUNICATIONS EQUIPMENT - 2.3%

Lucent Technologies, Inc. 686,000 41,246

COMPUTER SERVICES & SOFTWARE
- - 5.6%

AppliedTheory Corp. (a) 400 8

Informatica Corp. (a) 500 14

International Business 85,800 17,948
Machines Corp.

Marimba, Inc. (a) 400 24

Microsoft Corp. (a) 975,200 79,287

Razorfish, Inc. (a) 400 17

Sterling Software, Inc. (a) 247,600 5,122

102,420

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - 4.8%

Apple Computer, Inc. (a) 862,000 $ 39,652

CDW Computer Centers, Inc. (a) 85,000 7,608

Lexmark International Group, 235,900 29,134
Inc. Class A (a)

Seagate Technology, Inc. (a) 116,000 3,234

Symbol Technologies, Inc. 169,100 8,075

87,703

ELECTRONICS - 3.9%

Intel Corp. 690,000 42,219

Motorola, Inc. 300,000 24,038

Texas Instruments, Inc. 50,000 5,106

71,363

TOTAL TECHNOLOGY 302,732

TRANSPORTATION - 0.5%

AIR TRANSPORTATION - 0.1%

Comair Holdings, Inc. 112,500 2,482

RAILROADS - 0.4%

Trinity Industries, Inc. 150,000 5,222

Union Pacific Corp. 31,000 1,860

7,082

TOTAL TRANSPORTATION 9,564

UTILITIES - 6.6%

ELECTRIC UTILITY - 1.7%

Energy East Corp. 511,000 13,510

Reliant Energy, Inc. 588,200 16,653

30,163

TELEPHONE SERVICES - 4.9%

Ameritech Corp. 642,000 43,937

AT&T Corp. 372,150 18,794

Bell Atlantic Corp. 200,000 11,525

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

SBC Communications, Inc. 250,000 $ 14,000

Telecom Italia Mobile Spa 150,000 905

89,161

TOTAL UTILITIES 119,324

TOTAL COMMON STOCKS 1,530,442
(Cost $1,168,212)

INVESTMENT COMPANIES - 3.1%

AIM Eastern Europe Fund (a) 101,244 639

Asia Tigers Fund, Inc. 275,000 2,389

Brazil Fund, Inc. 70,000 1,063

Central European Equity Fund, 100,000 1,275
Inc.

Chile Fund, Inc. 97,000 1,170

Emerging Markets 480,000 4,200
Infrastructure Fund, Inc.

Emerging Markets 250,000 2,594
Telecommunication Fund, Inc.

First Australia Fund, Inc. 60,000 488

Five Arrows Chile Investment 990,000 2,168
Trust Ltd.

France Growth Fund, Inc. 460,000 6,153

Italy Fund, Inc. (The) 173,900 2,609

Kemper Growth Fund of Spain, 169,042 3,683
Series A (a)

Mexico Fund, Inc. (The) 90,000 1,581

MFS Government Markets Income 1,000,000 6,313
Trust

Morgan Stanley Asia-Pacific 100,000 913
Fund, Inc.

Morgan Stanley Emerging 155,000 1,715
Markets Fund, Inc. (a)

New Germany Fund, Inc. (The) 575,000 6,900

Portugal Fund, Inc. 75,000 1,041

Scudder New Asia Fund, Inc. 60,000 735
(a)

Scudder New Europe Fund, Inc. 35,000 696

Singapore Fund, Inc. 64,000 568

Southern Africa Fund, Inc. 30,600 371

Spain Fund, Inc. 200,000 2,875

Taiwan Fund, Inc. 215,000 3,494

TOTAL INVESTMENT COMPANIES 55,633
(Cost $62,508)

CASH EQUIVALENTS - 12.8%

SHARES VALUE (NOTE 1) (000S)

Taxable Central Cash Fund (b) 232,516,526 $ 232,517
(Cost $232,517)

TOTAL INVESTMENT IN $ 1,818,592
SECURITIES - 100%
(Cost $1,463,237)

</TABLE>

LEGEND

(a) Non-income producing

INCOME TAX INFORMATION

At April 30, 1999, the aggregate cost of investment securities for
income tax purposes was $1,463,240,000. Net unrealized appreciation
aggregated $355,352,000, of which $381,974,000 related to appreciated
investment securities and $26,622,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) APRIL 30,
1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 1,818,592
value (cost $1,463,237) -
See accompanying schedule

Receivable for investments 55,271
sold

Receivable for fund shares 2,497
sold

Dividends receivable 1,297

Interest receivable 655

Other receivables 311

TOTAL ASSETS 1,878,623

LIABILITIES

Payable for investments $ 184,631
purchased

Payable for fund shares 2,538
redeemed

Accrued management fee 531

Other payables and accrued 316
expenses

TOTAL LIABILITIES 188,016

NET ASSETS $ 1,690,607

Net Assets consist of:

Paid in capital $ 1,144,423

Distributions in excess of (69)
net investment income

Accumulated undistributed net 190,899
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 355,354
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 54,395 shares $ 1,690,607
outstanding

NET ASSET VALUE, offering $31.08
price and redemption price
per share ($1,690,607
(divided by) 54,395 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED APRIL 30, 1999
(UNAUDITED)

INVESTMENT INCOME $ 9,542
Dividends

Interest 1,658

TOTAL INCOME 11,200

EXPENSES

Management fee Basic fee $ 4,939

Performance adjustment (1,729)

Transfer agent fees 1,720

Accounting fees and expenses 291

Non-interested trustees' 3
compensation

Custodian fees and expenses 18

Registration fees 29

Audit 17

Legal 6

Total expenses before 5,294
reductions

Expense reductions (225) 5,069

NET INVESTMENT INCOME 6,131

REALIZED AND UNREALIZED GAIN 190,416
(LOSS)
Net realized gain (loss) on
investment securities

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 170,839

Assets and liabilities in (5) 170,834
foreign currencies

NET GAIN (LOSS) 361,250

NET INCREASE (DECREASE) IN $ 367,381
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL YEAR ENDED OCTOBER 31, 1998
30,1999 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 6,131 $ 20,681
income

Net realized gain (loss) 190,416 187,093

Change in net unrealized 170,834 (113,170)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 367,381 94,604
NET ASSETS RESULTING FROM
OPERATIONS

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

From net realized gain (111,550) (206,346)

TOTAL DISTRIBUTIONS (128,889) (226,859)

Share transactions Net 127,718 496,522
proceeds from sales of shares

Reinvestment of distributions 122,321 219,424

Cost of shares redeemed (408,242) (800,401)

NET INCREASE (DECREASE) IN (158,203) (84,455)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 80,289 (216,710)
IN NET ASSETS

NET ASSETS

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

End of period (including $ 1,690,607 $ 1,610,318
under (over) distribution of
net investment income of
$(69) and $18,591,
respectively)

OTHER INFORMATION
Shares

Sold 4,412 17,116

Issued in reinvestment of 4,580 7,994
distributions

Redeemed (14,042) (27,813)

Net increase (decrease) (5,050) (2,703)

</TABLE>

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

YEARS ENDED APRIL 30,

SIX MONTHS ENDED APRIL 30, 1999 1998 1997 1996 1995 1994

(UNAUDITED)

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 27.09 $ 29.40 $ 24.99 $ 24.25 $ 19.45 $ 20.15
period

Income from Investment
Operations

Net investment income .11 D .32 D .33 D .24 .19 .16

Net realized and unrealized 6.11 1.02 6.23 2.78 5.57 .44
gain (loss)

Total from investment 6.22 1.34 6.56 3.02 5.76 .60
operations

Less Distributions

From net investment income (.30) (.33) (.23) (.20) (.15) (.28)

From net realized gain (1.93) (3.32) (1.92) (2.08) (.81) (1.02)

Total distributions (2.23) (3.65) (2.15) (2.28) (.96) (1.30)

Net asset value, end of period $ 31.08 $ 27.09 $ 29.40 $ 24.99 $ 24.25 $ 19.45

TOTAL RETURN B, C 24.31% 4.40% 28.20% 13.51% 31.54% 3.32%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 1,691 $ 1,610 $ 1,827 $ 1,586 $ 1,135 $ 812
millions)

Ratio of expenses to average .63% A .68% .74% .89% 1.03% 1.12%
net assets

Ratio of expenses to average .61% A, E .64% E .69% E .84% E 1.00% E 1.09% E
net assets after expense
reductions

Ratio of net investment .74% A 1.10% 1.24% 1.07% .99% 1.01%
income to average net assets

Portfolio turnover rate 103% A 122% 117% 247% 220% 187%

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1999 (Unaudited)

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:

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

net of foreign taxes withheld where recovery of such taxes is
uncertain.

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, futures transactions, foreign
currency transactions, passive foreign investment companies (PFIC),
market discount and non-taxable dividends. The fund also utilized
earnings and profits distributed to shareholders on redemption of
shares as a part of the dividends paid deduction for income tax
purposes.

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Distribution in excess of net investment income and accumulated
undistributed net realized gain (loss) on investments and foreign
currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable
income or gain remaining at fiscal year end is distributed in the
following year.

SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.

2. OPERATING POLICIES.

TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the Securities and Exchange Commission, the fund may invest in the
Taxable Central Cash Fund (the Cash Fund) managed by Fidelity
Investments Money Management, Inc., an affiliate of Fidelity
Management & Research Company (FMR). The Cash Fund is an open-end
money market fund available only to investment companies and other
accounts managed by FMR and its affiliates. The Cash Fund seeks
preservation of capital, liquidity, and current income by investing in
U.S. Treasury securities and repurchase agreements for these
securities. Income distributions from the Cash Fund are declared daily
and paid monthly from net interest income.

2. OPERATING POLICIES - CONTINUED

TAXABLE CENTRAL CASH FUND -
CONTINUED

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 $830,759,000 and $1,171,803,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annualized rate of .38% 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 $212,000 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances

5. EXPENSE REDUCTIONS -
CONTINUED

were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by
$1,000 and $12,000, respectively, under these arrangements.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555

PRESS
1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.

(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM

(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 Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

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

(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5517

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75039-5517

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

ADVISORY BOARD
J. Gary Burkhead

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

FSS-SANN-0699 78098
1.703466

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

THE FIDELITY TELEPHONE CONNECTION
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FIDELITY
TECHNOQUANTSM GROWTH
FUND

SEMIANNUAL REPORT
APRIL 30, 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 17 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 21 Notes to the financial
statements.

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 APRIL 30, 1999 PAST 6 MONTHS PAST 1 YEAR LIFE OF FUND

FIDELITY TECHNOQUANT GROWTH 21.41% 13.13% 53.91%

FIDELITY TECHNOQUANT GROWTH 17.76% 9.74% 49.29%
(INCL. 3.00% SALES CHARGE)

S&P 500 (registered trademark) 22.32% 21.82% 90.42%

Capital Appreciation Funds 27.00% 14.55% n/a
Average

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, 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 six months average represents a peer group of 279 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR LIFE OF FUND

FIDELITY TECHNOQUANT GROWTH 13.13% 19.13%

FIDELITY TECHNOQUANT GROWTH 9.74% 17.67%
(INCL. 3.00% SALES CHARGE)

S&P 500 21.82% 29.89%

Capital Appreciation Funds 14.55% 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
IMATRL PRASUN SHR__CHT 19990430 19990513 092839 R00000000000033

$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 April 30, 1999, the value of the investment would
have grown to $14,929 - a 49.29% 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 $19,042 - a 90.42% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

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 six months that ended April 30, 1999, the fund returned
21.41%, while the Standard & Poor's 500 Index returned 22.32%. The
capital appreciation funds average, tracked by Lipper Inc., returned
27.00% for the same time period. For the year that ended April 30,
1999, the fund returned 13.13%, while the S&P 500 and the peer group
returned 21.82% and 14.55%, respectively.

Q. WHY DID THE FUND'S PERFORMANCE FALL SHORT OF ITS PEER GROUP AND THE
S&P 500 DURING THE PERIOD?

A. The fund modestly underperformed the S&P 500 because of narrow
market leadership - only a short list of the largest, growth-oriented
stocks fully participated in the market's advance over the past six
months. The fund had sizable positions in both large-cap and
high-growth technology stocks for most of the period. However, in
April 1999, my quantitative models suggested altering the fund's
makeup by swapping some large, technology stocks for more reasonably
valued defensive and cyclical stocks. These new holdings
underperformed the technology sector and limited the fund's gains.
Relative to the peer group, the story is similar - many funds
maintained or increased their large-cap, growth-oriented bias
throughout the period.

Q. WHAT FACTORS INFLUENCED YOUR MODELS TO SHIFT DIRECTION?

A. Several conditions emerged during recent months that pointed to a
potential shift in the investment environment. First, we were entering
a seasonally weak market - historically, the May-to-October period has
been more difficult for the market indexes. Second, economic news from
Asia and other battered foreign markets was better than expected.
These signs of strength helped boost commodity prices, including crude
oil, metals and agricultural product prices. Third, manufacturing
activity has increased. Manufacturers may be building up to a major
production cycle during the second half of 1999, both to satisfy
increasing global demand and to supply inventory buildups in advance
of potential Year 2000 computer problems. These circumstances could
lead to higher interest rates and decreased market liquidity, both
conditions that would create an unfavorable climate for large, high
price-to-earnings stocks.

Q. WHICH HOLDINGS BENEFITED THE FUND'S PERFORMANCE?

A. The biggest contributor to performance was the fund's investment in
large-cap technology stocks, particularly in the Internet sector. The
fund's total return benefited from Internet-related investments in
America Online, broadcast.com and eBay. All three are market leaders
in their niche - America Online is the nation's largest Internet
service provider, broadcast.com is a leading broadcaster of Web-based
media programming and eBay is the largest Internet auction house.

Q. WERE THERE ANY DISAPPOINTMENTS?

A. Unfortunately, yes. Although the models anticipate a less
favorable environment for very large growth stocks, I may have started
swapping out of them too early. Many of the portfolio's more defensive
stocks - such as Albertson's, Philip Morris and Heinz - detracted from
performance. Although I expect these stocks to perform well when
market dynamics change, over the short term they haven't lived up to
their potential.

Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS?

A. I believe that by the second half of the year, market participation
should broaden to include a wider range of industry sectors as well as
move down the capitalization spectrum. I expect to continue
repositioning the fund to reflect those conditions and, assuming they
materialize, a well-diversified portfolio of stocks including
industries such as energy, food and basic materials has the potential
to outperform narrowly focused, high-growth oriented portfolios.

(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 April 30, 1999,
more than $51 million

MANAGER: Tim Krochuk, since
inception; manager, Fidelity
Advisor TechnoQuant Growth
Fund, since 1996;
quantitative analyst,
1994-1996; equity research
associate, 1992-1994;
joined Fidelity in 1992

TIM KROCHUK ON DIVERSIFICATION:

"Traditionally, diversification has
been the Golden Rule of investment
management. According to modern
portfolio theory, spreading assets
among several types of investments
reduces risk. Therefore,
sacrificing diversification to
invest all your assets in a single
stock or industry sector is a risky
proposition. While you might be
rewarded with superior returns, you
might also be punished with severe
losses. Although portfolio
diversification may generate
smaller short-term rewards, it
should offer significant downside
protection and more stable
returns over a longer time
horizon.

"Recently, however, investors who
spread their money around have
experienced negative consequences
as diversified portfolios - including
many mutual funds - have
appreciated far less than the narrow
handful of market leaders. However,
an individual's ability to predict
market behavior is a high-risk
strategy. Over the past 30 years,
market leadership has fluctuated
widely. Although large-cap growth
stocks have dominated returns in
recent years, small stocks
outperformed in the early 1990s and
late 1970s, and international stocks
were on top in the 1980s.
Uncertainty about which stocks
will emerge as leaders - and how
long they will remain leaders - is
precisely the reason to hold a
diversified portfolio."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 1999

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

Microsoft Corp. 3.8 4.4

Amgen, Inc. 3.4 3.9

AT&T Corp. 2.7 1.7

MCI WorldCom, Inc. 2.6 1.9

Quaker Oats Co. 2.5 3.1

Coors (Adolph) Co. Class B 2.3 2.6

Clorox Co. 2.3 2.3

Alcoa, Inc. 2.2 3.4

Texas Instruments, Inc. 2.1 0.0

Intel Corp. 2.0 1.6

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 1999

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

TECHNOLOGY 21.5 19.8

NONDURABLES 11.0 15.8

FINANCE 10.1 8.6

UTILITIES 9.0 6.3

ENERGY 7.6 5.1

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF APRIL 30, 1999 *

Stocks 92.7%
Short-term
investments 7.3%
*FOREIGN
INVESTMENTS 0.2%

Row: 1, Col: 1, Value: 92.7
Row: 1, Col: 2, Value: 7.3

AS OF OCTOBER 31, 1998 **

Stocks 97.1%
Short-term
investments 2.9%
**FOREIGN
INVESTMENTS 2.0%

Row: 1, Col: 1, Value: 97.09999999999999
Row: 1, Col: 2, Value: 2.9

INVESTMENTS APRIL 30, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 92.7%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.6%

Advanced Aerodynamics & 99,000 $ 321,750
Structures, Inc. Class A (a)

BASIC INDUSTRIES - 5.3%

CHEMICALS & PLASTICS - 3.1%

Crompton & Knowles Corp. 21,500 435,375

Cytec Industries, Inc. (a) 8,800 250,250

Dow Chemical Co. 2,700 354,206

IMC Global, Inc. 9,500 237,500

Solutia, Inc. 14,200 346,125

1,623,456

METALS & MINING - 2.2%

Alcoa, Inc. 18,000 1,120,500

TOTAL BASIC INDUSTRIES 2,743,956

CONSTRUCTION & REAL ESTATE -
0.5%

BUILDING MATERIALS - 0.5%

Fastenal Co. 4,800 229,200

Universal Forest Products, 1,900 37,822
Inc.

267,022

DURABLES - 2.3%

AUTOS, TIRES, & ACCESSORIES -
1.2%

AutoZone, Inc. (a) 7,100 213,000

General Motors Corp. 4,700 418,006

631,006

CONSUMER DURABLES - 0.4%

Minnesota Mining & 2,000 178,000
Manufacturing Co.

HOME FURNISHINGS - 0.2%

Newell Rubbermaid, Inc. 2,601 123,385

TEXTILES & APPAREL - 0.5%

NIKE, Inc. Class B 4,200 261,188

TOTAL DURABLES 1,193,579

ENERGY - 7.6%

ENERGY SERVICES - 3.0%

ENSCO International, Inc. 19,800 367,538

Halliburton Co. 13,900 592,488

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

ENERGY - CONTINUED

ENERGY SERVICES - CONTINUED

Newpark Resources, Inc. (a) 1,000 $ 9,188

Tidewater, Inc. 21,100 559,150

1,528,364

OIL & GAS - 4.6%

Amerada Hess Corp. 10,000 570,000

Anadarko Petroleum Corp. 3,900 147,956

Burlington Resources, Inc. 4,300 198,069

Chevron Corp. 1,800 179,550

Kerr-McGee Corp. 4,000 169,500

Texaco, Inc. 9,900 621,225

Unocal Corp. 3,800 157,938

USX-Marathon Group 11,200 350,000

2,394,238

TOTAL ENERGY 3,922,602

FINANCE - 10.1%

BANKS - 1.7%

Bank One Corp. 4,400 259,600

Chase Manhattan Corp. 4,200 347,550

Wells Fargo & Co. 6,000 259,125

866,275

CREDIT & OTHER FINANCE - 3.5%

American Express Co. 3,200 418,200

Citigroup, Inc. 12,000 903,000

Countrywide Credit 5,500 249,219
Industries, Inc.

MBNA Corp. 4,600 129,663

MicroFinancial, Inc. 8,000 142,500

1,842,582

FEDERAL SPONSORED CREDIT - 2.6%

Fannie Mae 14,800 1,049,875

Freddie Mac 4,500 282,375

1,332,250

INSURANCE - 1.0%

Aetna, Inc. 5,800 508,588

SECURITIES INDUSTRY - 1.3%

Ameritrade Holding Corp. 2,100 280,481
Class A (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

SECURITIES INDUSTRY - CONTINUED

Franklin Resources, Inc. 6,700 $ 268,000

Hambrecht & Quist Group (a) 4,500 158,625

707,106

TOTAL FINANCE 5,256,801

HEALTH - 7.2%

DRUGS & PHARMACEUTICALS - 6.5%

Alpharma, Inc. Class A 7,400 218,300

Amgen, Inc. (a) 28,500 1,750,969

Biogen, Inc. (a) 9,000 855,563

Mylan Laboratories, Inc. 8,700 197,381

Schering-Plough Corp. 7,500 362,344

3,384,557

MEDICAL EQUIPMENT & SUPPLIES
- - 0.7%

VISX, Inc. (a) 2,700 347,625

TOTAL HEALTH 3,732,182

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.1%

ELECTRICAL EQUIPMENT - 3.1%

General Electric Co. 9,800 1,033,900

General Instrument Corp. (a) 15,200 554,800

1,588,700

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.6%

Caterpillar, Inc. 4,400 283,250

Illinois Tool Works, Inc. 3,300 254,100

Ingersoll-Rand Co. 3,800 262,913

Milacron, Inc. 600 13,800

814,063

POLLUTION CONTROL - 0.4%

Waste Management, Inc. 4,200 237,300

TOTAL INDUSTRIAL MACHINERY & 2,640,063
EQUIPMENT

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - 5.3%

BROADCASTING - 1.8%

Chris-Craft Industries, Inc. 7,931 $ 372,757

Comcast Corp. Class A 8,900 584,619
(special)

957,376

ENTERTAINMENT - 0.0%

Fox Entertainment Group, Inc. 1,000 25,625

PUBLISHING - 1.0%

Gannet, Inc. 3,600 254,925

Knight-Ridder, Inc. 4,700 252,919

507,844

RESTAURANTS - 2.5%

Buca, Inc. (a) 200 3,625

Starbucks Corp. (a) 7,200 265,950

Tricon Global Restaurants, 15,800 1,017,125
Inc. (a)

1,286,700

TOTAL MEDIA & LEISURE 2,777,545

NONDURABLES - 11.0%

BEVERAGES - 2.4%

Canandaigua Wine, Inc. Class 800 41,200
A (a)

Coors (Adolph) Co. Class B 22,800 1,219,800

1,261,000

FOODS - 3.7%

Heinz (H.J.) Co. 13,700 639,619

Horizon Organic Holding Corp. 500 8,438

Quaker Oats Co. 19,700 1,271,881

1,919,938

HOUSEHOLD PRODUCTS - 4.1%

Clorox Co. 10,300 1,188,363

Gillette Co. 2,200 114,813

Procter & Gamble Co. 8,500 797,406

2,100,582

TOBACCO - 0.8%

Philip Morris Companies, Inc. 12,200 427,763

TOTAL NONDURABLES 5,709,283

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - 5.6%

APPAREL STORES - 0.6%

AnnTaylor Stores Corp. (a) 6,400 $ 304,000

GENERAL MERCHANDISE STORES -
1.2%

Wal-Mart Stores, Inc. 13,800 634,800

GROCERY STORES - 2.8%

Albertson's, Inc. 14,000 721,000

Safeway, Inc. (a) 13,600 733,550

1,454,550

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.0%

Home Depot, Inc. 8,400 503,475

TOTAL RETAIL & WHOLESALE 2,896,825

SERVICES - 0.5%

ADVERTISING - 0.0%

Mpath Interactive, Inc. (a) 100 3,938

SERVICES - 0.5%

Cintas Corp. 4,000 275,000

TOTAL SERVICES 278,938

TECHNOLOGY - 21.5%

COMMUNICATIONS EQUIPMENT - 1.2%

Dycom Industries, Inc. (a) 5,800 264,988

Level One Communications, 2,200 113,025
Inc. (a)

Lucent Technologies, Inc. 4,300 258,538

636,551

COMPUTER SERVICES & SOFTWARE
- - 9.3%

America Online, Inc. 7,300 1,042,075

AppliedTheory Corp. (a) 100 2,050

broadcast.com, Inc. (a) 2,100 269,325

eBay, Inc. 1,900 395,438

Electronics for Imaging, Inc. 2,900 137,206
(a)

GeoTel Communications Corp. 1,900 106,875
(a)

Informatica Corp. (a) 100 2,825

International Business 2,300 481,131
Machines Corp.

Marimba, Inc. (a) 100 6,075

Microsoft Corp. (a) 24,600 2,000,276

Proxicom, Inc. (a) 100 2,244

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Rational Software Corp. (a) 13,700 $ 405,863

Razorfish, Inc. (a) 100 4,350

4,855,733

COMPUTERS & OFFICE EQUIPMENT
- - 0.4%

Seagate Technology, Inc. (a) 6,700 186,763

Symbol Technologies, Inc. 100 4,775

191,538

ELECTRONIC INSTRUMENTS - 3.6%

Applied Materials, Inc. (a) 10,100 541,613

KLA-Tencor Corp. (a) 9,600 476,400

Kulicke & Soffa Industries, 18,800 430,050
Inc. (a)

Teradyne, Inc. (a) 8,400 396,375

1,844,438

ELECTRONICS - 7.0%

Analog Devices, Inc. (a) 3,800 133,475

Celestica, Inc. (sub-vtg.) (a) 2,300 91,558

Intel Corp. 17,300 1,058,544

Molex, Inc. 8,800 283,800

Motorola, Inc. 7,400 592,925

RF Micro Devices, Inc. (a) 2,200 122,925

Sanmina Corp. (a) 3,800 252,225

Texas Instruments, Inc. 10,700 1,092,738

3,628,190

TOTAL TECHNOLOGY 11,156,450

TRANSPORTATION - 1.1%

AIR TRANSPORTATION - 1.1%

AMR Corp. (a) 3,900 272,269

Southwest Airlines Co. 9,950 323,997

596,266

UTILITIES - 9.0%

ELECTRIC UTILITY - 2.2%

Consolidated Edison, Inc. 5,600 254,450

Duke Energy Corp. 4,700 263,200

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

Entergy Corp. 5,700 $ 178,125

FPL Group, Inc. 7,400 417,175

1,112,950

TELEPHONE SERVICES - 6.8%

AT&T Corp. 27,900 1,408,950

MCI WorldCom, Inc. (a) 16,500 1,356,094

Qwest Communications 2,800 239,225
International, Inc. (a)

SBC Communications, Inc. 9,500 532,000

3,536,269

TOTAL UTILITIES 4,649,219

TOTAL COMMON STOCKS 48,142,481
(Cost $39,667,982)

CASH EQUIVALENTS - 7.3%

Taxable Central Cash Fund (b) 3,781,132 3,781,132
(Cost $3,781,132)

TOTAL INVESTMENT IN $ 51,923,613
SECURITIES - 100%
(Cost $43,449,114)

LEGEND

(a) Non-income producing

INCOME TAX INFORMATION

At April 30, 1999, the aggregate cost of investment securities for
income tax purposes was $43,478,917. Net unrealized appreciation
aggregated $8,444,696, of which $9,091,294 related to appreciated
investment securities and $646,598 related to depreciated investment
securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 51,923,613
value (cost $43,449,114) -
See accompanying schedule

Receivable for investments 4,662,499
sold

Receivable for fund shares 160,908
sold

Dividends receivable 30,065

Interest receivable 17,827

Other receivables 18,786

TOTAL ASSETS 56,813,698

LIABILITIES

Payable for investments $ 4,786,292
purchased

Payable for fund shares 135,700
redeemed

Accrued management fee 15,144

Other payables and accrued 25,300
expenses

TOTAL LIABILITIES 4,962,436

NET ASSETS $ 51,851,262

Net Assets consist of:

Paid in capital $ 37,656,654

Undistributed net investment 48,097
income

Accumulated undistributed net 5,672,012
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 8,474,499
(depreciation) on investments

NET ASSETS, for 3,623,702 $ 51,851,262
shares outstanding

NET ASSET VALUE and $14.31
redemption price per share
($51,851,262 (divided by)
3,623,702 shares)

Maximum offering price per $14.75
share (100/97.00 of $14.31)

STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30,
1999 (UNAUDITED)

INVESTMENT INCOME $ 220,488
Dividends

Interest 46,005

TOTAL INCOME 266,493

EXPENSES

Management fee Basic fee $ 149,831

Performance adjustment (64,784)

Transfer agent fees 86,883

Accounting fees and expenses 30,315

Non-interested trustees' 84
compensation

Custodian fees and expenses 2,265

Registration fees 11,381

Audit 12,559

Legal 186

Miscellaneous 65

Total expenses before 228,785
reductions

Expense reductions (10,388) 218,397

NET INVESTMENT INCOME 48,096

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

Investment securities 5,755,366

Foreign currency transactions (105) 5,755,261

Change in net unrealized 3,894,039
appreciation (depreciation)
on investment securities

NET GAIN (LOSS) 9,649,300

NET INCREASE (DECREASE) IN $ 9,697,396
NET ASSETS RESULTING FROM
OPERATIONS

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

SIX MONTHS ENDED APRIL 30, YEAR ENDED OCTOBER 31, 1998
1999 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 48,096 $ 234,788
income

Net realized gain (loss) 5,755,261 2,590,743

Change in net unrealized 3,894,039 (2,136,508)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 9,697,396 689,023
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 6,235,400 13,851,808
proceeds from sales of shares

Reinvestment of distributions 966,965 4,175,167

Cost of shares redeemed (12,062,130) (59,290,859)

NET INCREASE (DECREASE) IN (4,859,765) (41,263,884)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 7,437 49,923

TOTAL INCREASE (DECREASE) 3,848,706 (44,730,667)
IN NET ASSETS

NET ASSETS

Beginning of period 48,002,556 92,733,223

End of period (including $ 51,851,262 $ 48,002,556
undistributed net investment
income of $48,097 and
$236,418, respectively)

OTHER INFORMATION
Shares

Sold 442,175 1,156,083

Issued in reinvestment of 76,682 368,181
distributions

Redeemed (883,900) (4,884,415)

Net increase (decrease) (365,043) (3,360,151)

</TABLE>

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

SIX MONTHS ENDED APRIL 30, 1999 YEARS ENDED OCTOBER 31,

(UNAUDITED) 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 .01 .04 (.04)

Net realized and unrealized 2.53 (.03) E 2.64
gain (loss)

Total from investment 2.54 .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 $ 14.31 $ 12.03 $ 12.62

TOTAL RETURN B, C 21.41% .45% 26.20%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 51,851 $ 48,003 $ 92,733
(000 omitted)

Ratio of expenses to average .90% A .91% 1.24% A
net assets

Ratio of expenses to average .86% A, G .88% G 1.24% A
net assets after expense
reductions

Ratio of net investment .19% A .35% (.35)% A
income (loss) to average
net assets

Portfolio turnover rate 160% A 334% 296% A

</TABLE>

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 April 30, 1999 (Unaudited)

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:

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for futures transactions, foreign currency transactions,
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.

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

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $38,547,956 and $47,490,299, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annualized rate of .34% 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 $9,616 on sales of shares of the fund all of which
was retained.

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 $9,550 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $762 and $76, respectively, under these arrangements.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555

PRESS
1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.

(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM

(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.

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 Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

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

(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5517

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75039-5517

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
Robert A. Lawrence, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

TQG-SANN=0699 78265
1.703563

CUSTODIAN
The Chase Manhattan Bank
New York, NY

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
TouchTone Xpress (registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY
VALUE
FUND

SEMIANNUAL REPORT
APRIL 30, 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.

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

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

PERIODS ENDED APRIL 30, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY VALUE 21.17% 2.79% 119.87% 306.28%

S&P 500 (registered trademark) 22.32% 21.82% 228.90% 461.23%

Capital Appreciation Funds 27.00% 14.55% 141.11% 303.77%
Average

</TABLE>

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY VALUE 2.79% 17.07% 15.05%

S&P 500 21.82% 26.89% 18.82%

Capital Appreciation Funds 14.55% 17.49% 13.51%
Average

$10,000 OVER 10 YEARS
Value S&P 500
00039 SP001
1989/04/30 10000.00 10000.00
1989/05/31 10321.92 10405.00
1989/06/30 10619.86 10345.69
1989/07/31 11609.59 11279.91
1989/08/31 11654.11 11500.99
1989/09/30 11434.93 11453.84
1989/10/31 10671.23 11188.11
1989/11/30 10931.51 11416.35
1989/12/31 11006.11 11690.34
1990/01/31 10011.42 10905.92
1990/02/28 10068.37 11046.60
1990/03/31 10292.36 11339.34
1990/04/30 10205.04 11055.86
1990/05/31 10865.63 12133.80
1990/06/30 10535.34 12051.29
1990/07/31 10436.63 12012.73
1990/08/31 9521.67 10926.78
1990/09/30 9168.59 10394.64
1990/10/31 8963.58 10349.95
1990/11/30 9369.81 11018.55
1990/12/31 9594.91 11325.97
1991/01/31 10104.51 11819.78
1991/02/28 10713.65 12664.90
1991/03/31 10924.66 12971.39
1991/04/30 11067.99 13002.52
1991/05/31 11685.09 13564.23
1991/06/30 11143.63 12942.99
1991/07/31 11689.07 13546.13
1991/08/31 11971.74 13867.17
1991/09/30 11880.17 13635.59
1991/10/31 12019.52 13818.31
1991/11/30 11334.73 13261.43
1991/12/31 12108.36 14778.54
1992/01/31 12609.11 14503.66
1992/02/29 13101.65 14692.20
1992/03/31 12990.83 14405.71
1992/04/30 13356.13 14829.23
1992/05/31 13491.58 14901.90
1992/06/30 13315.09 14679.86
1992/07/31 13737.85 15280.27
1992/08/31 13417.70 14967.02
1992/09/30 13655.76 15143.63
1992/10/31 13713.23 15196.63
1992/11/30 14316.59 15714.84
1992/12/31 14669.32 15908.13
1993/01/31 15071.84 16041.76
1993/02/28 15150.69 16259.93
1993/03/31 15893.49 16603.01
1993/04/30 15980.64 16201.22
1993/05/31 16312.62 16635.41
1993/06/30 16312.62 16683.65
1993/07/31 16661.19 16616.92
1993/08/31 17242.16 17246.70
1993/09/30 17233.86 17113.90
1993/10/31 17752.57 17468.16
1993/11/30 17391.55 17302.21
1993/12/31 18034.04 17511.57
1994/01/31 18970.93 18106.96
1994/02/28 18800.59 17616.26
1994/03/31 18060.93 16848.19
1994/04/30 18477.83 17063.85
1994/05/31 18746.79 17343.70
1994/06/30 18728.86 16918.78
1994/07/31 19311.62 17473.71
1994/08/31 19997.48 18190.14
1994/09/30 19706.10 17744.48
1994/10/31 20042.30 18143.73
1994/11/30 19141.27 17482.93
1994/12/31 19409.80 17742.21
1995/01/31 19186.27 18202.26
1995/02/28 19761.76 18911.60
1995/03/31 20337.25 19469.68
1995/04/30 20798.60 20043.07
1995/05/31 21259.94 20844.19
1995/06/30 21507.26 21328.40
1995/07/31 22358.61 22035.65
1995/08/31 22610.69 22090.96
1995/09/30 23366.91 23023.20
1995/10/31 22886.54 22941.00
1995/11/30 23904.36 23948.11
1995/12/31 24676.05 24409.35
1996/01/31 25342.17 25240.25
1996/02/29 25426.67 25474.23
1996/03/31 26062.96 25719.54
1996/04/30 26748.96 26098.65
1996/05/31 27111.84 26771.73
1996/06/30 26878.21 26873.73
1996/07/31 25511.18 25686.45
1996/08/31 26445.73 26228.18
1996/09/30 27121.79 27704.30
1996/10/31 27335.54 28468.39
1996/11/30 28881.52 30620.31
1996/12/31 28834.32 30013.72
1997/01/31 29455.32 31888.98
1997/02/28 29757.42 32138.99
1997/03/31 29427.34 30818.40
1997/04/30 29645.53 32658.26
1997/05/31 32006.43 34646.49
1997/06/30 33449.83 36198.65
1997/07/31 35659.68 39078.98
1997/08/31 34910.01 36889.78
1997/09/30 36431.72 38910.23
1997/10/31 33981.31 37610.63
1997/11/30 34535.17 39351.62
1997/12/31 34911.94 40027.29
1998/01/31 34860.25 40469.99
1998/02/28 37547.77 43388.69
1998/03/31 38936.76 45610.62
1998/04/30 39524.65 46069.47
1998/05/31 38587.90 45277.53
1998/06/30 38129.21 47116.71
1998/07/31 35964.98 46614.91
1998/08/31 30073.11 39875.33
1998/09/30 30480.11 42429.74
1998/10/31 33529.41 45880.98
1998/11/30 34576.00 48661.82
1998/12/31 34975.94 51465.72
1999/01/31 34576.00 53618.01
1999/02/28 33821.39 51951.57
1999/03/31 34168.51 54030.15
1999/04/30 40627.93 56122.74
IMATRL PRASUN SHR__CHT 19990430 19990512 103557 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Value Fund on April 30, 1989. As the chart shows,
by April 30, 1999, the value of the investment would have grown to
$40,628 - a 306.28% 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 $56,123 - a 461.23% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

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 SIX MONTHS THAT ENDED APRIL
30, 1999?

A. After a long spell when value stocks were out of favor, we finally
witnessed an impressive move by the market into value stocks in April.
That outstanding month helped the fund post a strong return of 21.17%
over the past six months. To compare, the Standard & Poor's 500 Index
returned 22.32%. The performance of the S&P 500 was driven by
large-capitalization blue chip companies that led the market during
the first five months of the period, continuing a trend we've seen
over the past few years. However, the fund didn't own those stocks
because they generally were too expensive to fall into the value
universe from which I choose stocks for the fund. During the period,
my strategy remained consistent, as I only bought stocks when I found
them to be cheap. The capital appreciation funds average tracked by
Lipper Inc. returned 27.00% during the period, largely the result of
the group's overall focus on stocks outside of the value realm,
including expensive stocks with high-growth potential, such as the
Internet stocks that wowed the market at the beginning of 1999. For
the 12 months that ended April 30, 1999, the fund returned 2.79%, the
S&P 500 index 21.82% and the Lipper capital appreciation funds average
14.55%.

Q. WHY DID INVESTORS BECOME INTERESTED IN VALUE STOCKS IN APRIL?

A. Mostly because there was confidence that worldwide economic growth
was on the upswing. For over six months, central banks around the
globe have instituted interest-rate cuts that stimulated growth.
Southeast Asia - plagued by problems since 1997 - showed signs of
recovery, and Brazil's currency survived a scare. Oil prices rebounded
as OPEC closed ranks to limit supply, and prices of other commodities
bottomed out and started to bounce back as well. In addition, economic
growth in the U.S. remained very healthy. Overall, earnings-growth
rates improved in the fourth quarter of 1998 and the first quarter of
1999, so investors were attracted to opportunities outside of the
narrow group of growth stocks that had led the market for some time.
After witnessing run-ups in large-cap growth stock prices over the
past few years, investors turned toward the value and opportunity
offered by the mid-capitalization and value stocks that have been out
of favor for the past few years. Many of these stocks were cyclicals -
companies whose earnings and stock performance are very sensitive to
the ups and downs of the economy.

Q. HOW DID THIS MARKET ROTATION INTO VALUE STOCKS AND CYCLICALS HELP
THE FUND?

A. The fund' s top two sector weightings in basic industries (23.2% of
investments at the end of the period) and industrial machinery &
equipment (11.5%), among others, point to a strong representation of
cyclicals in the fund, a position that helped performance in April.
Among the fund's top performers were specialty chemical company Nalco
Chemical, manufacturer American Standard, Alcoa, and steel processor
Nucor. Three retailers, Limited, Intimate Brands - which the fund no
longer owns - and Consolidated Stores, also contributed to the fund's
return. Browning-Ferris Industries - a waste management firm - helped
the fund because of its recently announced purchase by Allied Waste.
Finally, Micron Technology was a very strong performer due to
improvements in the computer memory chip cycle. I cut back on that
position because it stopped being a value stock when its share price
increased. That's one of the reasons the fund's technology stake
decreased during the period.

Q. WERE THERE ANY DISAPPOINTMENTS?

A. Printer R.R. Donnelley and Sons saw its share price decline,
although prospects for the company did not change; the stock just fell
out of the market's favor. Two other stocks that struggled were
engineering construction firms Fluor and Stone & Webster. Both
companies suffered from declining orders, although they remained in
the fund because there was positive news regarding the companies'
leading indicators; they were at the bottom of their business cycles
and their stocks were cheap.

Q. WHAT'S YOUR OUTLOOK?

A. The question that remains after a great April for value stocks is
whether or not the rally will be sustained. Even after these stocks
posted strong gains, the valuation gap between value stocks and the
large-cap blue chip growth stocks remained substantial. If the budding
worldwide economic recovery continues to gain steam, cheap stocks in
the mid-cap, value-oriented cyclical universe should continue to
thrive. Indeed, all of the factors that caused April's market shift
toward value stocks and cyclicals remain in place.

(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 April 30, 1999,
more than $5.3 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
DIVERSIFICATION:

"The relative performance of value
stocks in April pointed out to
investors why a value fund is an
important vehicle for a diversified
portfolio. Fidelity Value Fund
returned 18.90% in April, while the
Standard & Poor's 500 Index
returned only 3.87%. Thanks to
April, the fund's year-to-date total
return was 16.16% compared to the
S&P 500's 9.05%.

"However, over the past few years,
the best performers in the market
were the large-cap, blue chip stocks
that make up the S&P 500. More
recently, Internet stocks that
promise - but haven't yet
delivered - substantial earnings
rocketed upward. April's change in
market sentiment points out that
different kinds of stocks have their
`day in the sun.' That's why it's
important to diversify one's
investments among different kinds
of stocks or mutual funds, be they
growth funds, international funds
or value funds. Historically, value
investing has proved to be an
effective way to make money in
the stock market. At some point,
S&P 500 companies may even start
to populate the value universe.

"It's difficult, if not impossible, to
know whether April's trend will
continue. However, if you diversify
your portfolio, you will be able to
take advantage of rallies in the
market where they arise."

INVESTMENT CHANGES

<TABLE>
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TOP TEN STOCKS AS OF APRIL
30, 1999

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

Nalco Chemical Co. 4.3 3.3

Browning-Ferris Industries, 4.2 3.7
Inc.

American Standard Companies, 3.4 1.8
Inc.

Waste Management, Inc. 3.2 2.3

Dole Food Co., Inc. 2.9 2.5

Federated Department Stores, 2.9 2.2
Inc.

Deluxe Corp. 2.8 2.5

Amerada Hess Corp. 2.7 2.4

Limited, Inc. (The) 2.7 1.7

Hercules, Inc. 2.6 2.1

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 1999

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

BASIC INDUSTRIES 23.2 19.3

INDUSTRIAL MACHINERY & 11.5 8.8
EQUIPMENT

ENERGY 10.3 9.7

CONSTRUCTION & REAL ESTATE 9.6 5.7

RETAIL & WHOLESALE 7.4 6.3

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF APRIL 30, 1999 *

Stocks 92.3%
Convertible
securties 1.2%
Short-term
investments 6.5%
*FOREIGN
INVESTMENTS 1.8%

Row: 1, Col: 1, Value: 92.3
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 6.5

AS OF OCTOBER 31, 1998 **

Stocks 93.1%
Convertible
securties 0.8%
Short-term
investments 6.1%
**FOREIGN
INVESTMENTS 2.7%

Row: 1, Col: 1, Value: 93.09999999999999
Row: 1, Col: 2, Value: 1.0
Row: 1, Col: 3, Value: 6.1

INVESTMENTS APRIL 30, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 92.3%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 2.9%

AlliedSignal, Inc. 86,500 $ 5,082

Boeing Co. 50,000 2,031

GenCorp, Inc. (c) 3,071,700 71,033

Harsco Corp. (c) 2,304,700 75,623

153,769

BASIC INDUSTRIES - 22.7%

CHEMICALS & PLASTICS - 13.4%

Arch Chemicals, Inc. 687,600 15,127

Cabot Corp. (c) 3,513,100 94,854

Crompton & Knowles Corp. 514,400 10,417

Dow Chemical Co. 71,000 9,314

E.I. du Pont de Nemours and 127,700 9,019
Co.

Geon Co. 875,000 26,797

Georgia Gulf Corp. 195,400 3,114

Great Lakes Chemical Corp. 20,000 956

Hanna (M.A.) Co. 618,000 10,004

Hercules, Inc. 3,666,600 138,643

IMC Global, Inc. 1,232,000 30,800

Lawter International, Inc. (c) 2,668,500 32,022

Lyondell Petrochemical Co. 8,700 170

Minerals Technologies, Inc. 170,500 9,207

Nalco Chemical Co. (c) 6,266,600 229,120

Raychem Corp. 261,100 6,903

Union Carbide Corp. 255,200 13,239

W.R. Grace & Co. (a) 1,760,400 28,056

Witco Corp. 2,636,200 50,253

718,015

IRON & STEEL - 2.5%

Nucor Corp. 2,305,000 135,275

METALS & MINING - 2.7%

Alcoa, Inc. 1,622,100 100,976

Olin Corp. 1,101,200 16,105

Phelps Dodge Corp. 80,000 5,060

Ryerson Tull, Inc. 1,044,148 23,689

145,830

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - CONTINUED

PACKAGING & CONTAINERS - 0.6%

Bemis Co., Inc. 275,700 $ 9,650

Tupperware Corp. 873,400 20,689

30,339

PAPER & FOREST PRODUCTS - 3.5%

Albany International Corp. 758,561 18,395
Class A

Bowater, Inc. 290,000 15,551

Champion International Corp. 565,300 30,915

Chesapeake Corp. 537,000 17,453

Fort James Corp. 2,058,562 78,225

Georgia-Pacific Corp. 275,400 25,475

186,014

TOTAL BASIC INDUSTRIES 1,215,473

CONSTRUCTION & REAL ESTATE -
9.6%

BUILDING MATERIALS - 4.9%

American Standard Companies, 4,009,100 183,416
Inc. (a)(c)

Caradon PLC 1,500,000 3,818

Ferro Corp. (c) 2,687,100 74,399

Lilly Industries, Inc. Class A 100,500 1,759

263,392

ENGINEERING - 3.5%

EG & G, Inc. (c) 3,737,300 116,791

Fluor Corp. 1,426,500 47,609

Stone & Webster, Inc. (c) 932,300 20,452

184,852

REAL ESTATE - 0.1%

Fortress Investment Corp. (d) 250,000 4,219

Trizec Hahn Corp. (sub-vtg.) 117,600 2,458

6,677

REAL ESTATE INVESTMENT TRUSTS
- - 1.1%

Apartment Investment & 163,000 6,530
Management Co. Class A

Arden Realty Group, Inc. 133,200 3,330

AvalonBay Communities, Inc. 164,400 5,754

BRE Properties, Inc. Class A 165,700 4,122

Duke Realty Investments, Inc. 173,800 4,084

First Industrial Realty 132,800 3,569
Trust, Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
CONTINUED

REAL ESTATE INVESTMENT TRUSTS
- - CONTINUED

Highwoods Properties, Inc. 20,000 $ 515

Kimco Realty Corp. 145,500 5,711

Mack-Cali Realty Corp. 166,800 5,160

Public Storage, Inc. 208,000 5,798

Redwood Trust, Inc. 399,570 6,718

Simon Property Group, Inc. 196,900 5,649

Spieker Properties, Inc. 10,000 393

Starwood Hotels & Resorts 70,000 2,568
Worldwide, Inc.

59,901

TOTAL CONSTRUCTION & REAL 514,822
ESTATE

DURABLES - 5.2%

AUTOS, TIRES, & ACCESSORIES -
1.8%

AutoNation, Inc. (a) 3,362,000 48,119

Eaton Corp. 430,400 39,462

Pep Boys-Manny, Moe & Jack 572,600 8,195

95,776

CONSUMER DURABLES - 0.9%

Snap-On, Inc. 1,525,100 49,661

CONSUMER ELECTRONICS - 0.7%

Whirlpool Corp. 534,500 35,477

HOME FURNISHINGS - 0.7%

Heilig-Meyers Co. (c) 4,733,500 27,809

Miller (Herman), Inc. 575,000 11,464

39,273

TEXTILES & APPAREL - 1.1%

Liz Claiborne, Inc. 260,500 8,613

Nautica Enterprises, Inc. (a) 150,300 2,038

Reebok International Ltd. (a) 1,730,400 32,553

Stride Rite Corp. 31,500 368

Unifi, Inc. 1,003,700 14,052

57,624

TOTAL DURABLES 277,811

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - 10.3%

ENERGY SERVICES - 2.2%

Baker Hughes, Inc. 550,000 $ 16,431

Halliburton Co. 1,235,400 52,659

Helmerich & Payne, Inc. 708,600 18,246

Nabors Industries, Inc. (a) 540,000 11,104

Noble Drilling Corp. (a) 529,800 10,397

Smith International, Inc. 226,600 10,169

119,006

OIL & GAS - 8.1%

Amerada Hess Corp. 2,569,700 146,473

Burlington Resources, Inc. 620,100 28,563

Elf Aquitaine 350,000 54,687

Occidental Petroleum Corp. 4,143,900 83,655

Rio Alto Exploration Ltd. (a) 160,000 2,416

Texaco, Inc. 230,000 14,433

Tosco Corp. 892,600 23,877

USX-Marathon Group 1,404,100 43,878

Weatherford International, 983,674 33,322
Inc. (a)

431,304

TOTAL ENERGY 550,310

FINANCE - 0.5%

INSURANCE - 0.5%

Aetna, Inc. 250,200 21,939

Horace Mann Educators Corp. 203,600 4,632

Loews Corp. 10,000 732

27,303

HEALTH - 1.2%

MEDICAL EQUIPMENT & SUPPLIES
- - 0.4%

Dentsply International, Inc. 20,000 524

Millipore Corp. 565,500 17,354

17,878

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL FACILITIES MANAGEMENT
- - 0.8%

Quest Diagnostics, Inc. (a) 970,600 $ 22,202

Tenet Healthcare Corp. (a) 790,000 18,664

Total Renal Care Holdings, 260,000 3,608
Inc. (a)

44,474

TOTAL HEALTH 62,352

INDUSTRIAL MACHINERY &
EQUIPMENT - 11.5%

ELECTRICAL EQUIPMENT - 2.0%

AMETEK, Inc. (c) 3,305,000 75,395

Harris Corp. 385,200 13,313

Koninklijke (Royal) Philips 205,700 17,562
Electronics NV ADR

106,270

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.0%

Case Corp. 180,000 6,233

Harnischfeger Industries, 1,017,800 9,924
Inc.

UNOVA, Inc. (a) 2,708,400 36,733

52,890

POLLUTION CONTROL - 8.5%

Browning-Ferris Industries, 5,642,900 225,011
Inc.

Ogden Corp. 1,399,800 36,132

Republic Services, Inc. Class 956,700 19,672
A (a)

Safety-Kleen Corp. (a) 150,000 2,381

Waste Management, Inc. 3,043,622 171,965

455,161

TOTAL INDUSTRIAL MACHINERY & 614,321
EQUIPMENT

MEDIA & LEISURE - 1.8%

LEISURE DURABLES & TOYS - 0.5%

Brunswick Corp. 1,067,500 25,620

LODGING & GAMING - 0.4%

Gtech Holdings Corp. (a) 658,000 17,149

Harrah's Entertainment, Inc. 200,000 4,400
(a)

Mirage Resorts, Inc. (a) 65,600 1,472

23,021

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

PUBLISHING - 0.9%

Banta Corp. (c) 2,193,100 $ 46,740

RESTAURANTS - 0.0%

CKE Restaurants, Inc. 138,500 2,268

TOTAL MEDIA & LEISURE 97,649

NONDURABLES - 3.7%

FOODS - 3.6%

Corn Products International, 309,300 8,931
Inc.

Dole Food Co., Inc. (c) 4,918,100 156,150

IBP, Inc. 50,000 1,013

Interstate Bakeries Corp. 520,000 11,570

Nabisco Holdings Corp. Class A 352,900 13,344

191,008

HOUSEHOLD PRODUCTS - 0.1%

Premark International, Inc. 236,100 8,691

TOTAL NONDURABLES 199,699

PRECIOUS METALS - 0.2%

Agnico-Eagle Mines Ltd. 1,184,800 7,319

Newmont Mining Corp. 270,200 6,502

13,821

RETAIL & WHOLESALE - 7.4%

APPAREL STORES - 2.8%

Charming Shoppes, Inc. (a) 647,500 2,509

Filene's Basement Corp. (a)(c) 1,927,310 3,855

Limited, Inc. (The) 3,306,921 144,678

151,042

GENERAL MERCHANDISE STORES -
4.4%

Consolidated Stores Corp. (a) 2,341,250 80,480

Federated Department Stores, 3,313,800 154,713
Inc. (a)

235,193

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.2%

Cole National Corp. Class A 210,300 $ 3,260
(a)

IKON Office Solutions, Inc. 400,000 4,825

8,085

TOTAL RETAIL & WHOLESALE 394,320

SERVICES - 5.7%

PRINTING - 5.7%

Deluxe Corp. (c) 4,302,100 148,960

Donnelley (R.R.) & Sons Co. 2,933,300 103,765

Harland (John H.) Co. (c) 2,199,700 36,433

Reynolds & Reynolds Co. Class 661,300 15,086
A

304,244

SERVICES - 0.0%

Heidrick & Struggles 100,000 1,394
International, Inc. (a)

TOTAL SERVICES 305,638

TECHNOLOGY - 4.9%

COMPUTER SERVICES & SOFTWARE
- - 2.8%

Electronic Data Systems Corp. 869,700 46,746

Mentor Graphics Corp. (a) 632,900 7,674

Unisys Corp. (a) 1,480,300 46,537

Wang Laboratories, Inc. (a) 1,845,751 46,259

147,216

COMPUTERS & OFFICE EQUIPMENT
- - 0.2%

Silicon Graphics, Inc. (a) 841,600 10,730

ELECTRONIC INSTRUMENTS - 0.3%

Tektronix, Inc. 350,700 8,504

Thermo Electron Corp. (a) 450,400 7,235

15,739

ELECTRONICS - 0.2%

Methode Electronics, Inc. 401,688 5,975
Class A

Micron Technology, Inc. (a) 174,500 6,478

12,453

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

PHOTOGRAPHIC EQUIPMENT - 1.4%

Polaroid Corp. (c) 3,674,500 $ 75,787

TOTAL TECHNOLOGY 261,925

TRANSPORTATION - 3.2%

RAILROADS - 1.2%

Burlington Northern Santa Fe 938,300 34,365
Corp.

CSX Corp. 659,400 32,475

66,840

TRUCKING & FREIGHT - 2.0%

CNF Transportation, Inc. 2,162,800 94,487

Laidlaw, Inc. 1,670,000 10,602

105,089

TOTAL TRANSPORTATION 171,929

UTILITIES - 1.5%

CELLULAR - 0.5%

SkyTel Communications, Inc. 1,547,000 26,492
(a)

ELECTRIC UTILITY - 0.6%

AES Corp. (a) 240,000 12,000

Calpine Corp. (a) 200,000 8,525

CMS Energy Corp. 85,600 3,766

PG&E Corp. 250,000 7,766

32,057

GAS - 0.2%

Ocean Energy, Inc. (a) 1,033,000 9,620

TELEPHONE SERVICES - 0.2%

COMSAT Corp. Series 1 399,100 12,971

TOTAL UTILITIES 81,140

TOTAL COMMON STOCKS 4,942,282
(Cost $4,714,644)

CONVERTIBLE PREFERRED STOCKS
- - 1.2%

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - 0.5%

PACKAGING & CONTAINERS - 0.5%

Owens-Illinois, Inc. $2.375 681,200 $ 27,589

ENERGY - 0.0%

OIL & GAS - 0.0%

Chesapeake Energy Corp. $3.50 79,000 1,778
(d)

FINANCE - 0.3%

CREDIT & OTHER FINANCE - 0.3%

Union Pacific Capital Trust 268,000 14,405
$3.125 TIDES (d)

MEDIA & LEISURE - 0.4%

PUBLISHING - 0.4%

Readers Digest Automatic 659,500 21,640
Common Exchange Trust $1.93
TRACES

TOTAL CONVERTIBLE PREFERRED 65,412
STOCKS
(Cost $64,695)

CASH EQUIVALENTS - 6.5%

Taxable Central Cash Fund (b) 346,821,653 346,822
(Cost $346,822)

TOTAL INVESTMENT IN $ 5,354,516
SECURITIES - 100%
(Cost $5,126,161)

</TABLE>

SECURITY TYPE ABBREVIATIONS

TIDES - Term Income Deferred Equity
Securities

TRACES - Trust Automatic Common
Exchange Securities

LEGEND

(a) Non-income producing

INCOME TAX INFORMATION

At April 30, 1999, the aggregate cost
of investment securities for income tax purposes was $5,128,081,000.
Net unrealized appreciation aggregated $226,435,000, of which
$831,749,000 related to appreciated investment securities and
$605,314,000 related to depreciated investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) APRIL 30,
1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 5,354,516
value (cost $5,126,161) -
See accompanying schedule

Receivable for investments 30,889
sold

Receivable for fund shares 73,177
sold

Dividends receivable 4,880

Interest receivable 687

Other receivables 184

TOTAL ASSETS 5,464,333

LIABILITIES

Payable for investments $ 49,070
purchased

Payable for fund shares 27,605
redeemed

Accrued management fee 1,152

Other payables and accrued 886
expenses

TOTAL LIABILITIES 78,713

NET ASSETS $ 5,385,620

Net Assets consist of:

Paid in capital $ 4,638,207

Undistributed net investment 39,063
income

Accumulated undistributed net 480,025
realized gain on investments
and foreign currency
transactions

Net unrealized appreciation 228,325
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 100,032 $ 5,385,620
shares outstanding

NET ASSET VALUE, offering $53.84
price and redemption price
per share ($5,385,620
(divided by) 100,032 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED APRIL 30, 1999
(UNAUDITED)

INVESTMENT INCOME $ 46,773
Dividends (including $16,299
received from affiliated
issuers)

Interest 5,973

TOTAL INCOME 52,746

EXPENSES

Management fee Basic fee $ 15,120

Performance adjustment (7,065)

Transfer agent fees 5,534

Accounting fees and expenses 439

Non-interested trustees' 8
compensation

Custodian fees and expenses 58

Registration fees 111

Audit 31

Legal 13

Total expenses before 14,249
reductions

Expense reductions (504) 13,745

NET INVESTMENT INCOME 39,001

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

Investment securities 482,635
(including realized gain
(loss) of $39,621 on sales
of investments in affiliated
issuers)

Foreign currency transactions 177 482,812

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 427,918

Assets and liabilities in (140) 427,778
foreign currencies

NET GAIN (LOSS) 910,590

NET INCREASE (DECREASE) IN $ 949,591
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS SIX MONTHS ENDED APRIL 30, YEAR ENDED OCTOBER 31, 1998
1999 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 39,001 $ 79,360
income

Net realized gain (loss) 482,812 1,027,112

Change in net unrealized 427,778 (1,110,339)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 949,591 (3,867)
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (59,254) (61,528)
From net investment income

From net realized gain (770,268) (1,018,942)

TOTAL DISTRIBUTIONS (829,522) (1,080,470)

Share transactions Net 1,067,133 1,377,920
proceeds from sales of shares

Reinvestment of distributions 789,966 1,057,163

Cost of shares redeemed (2,483,464) (3,313,657)

NET INCREASE (DECREASE) IN (626,365) (878,574)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) (506,296) (1,962,911)
IN NET ASSETS

NET ASSETS

Beginning of period 5,891,916 7,854,827

End of period (including $ 5,385,620 $ 5,891,916
undistributed net investment
income of $39,063 and
$79,241, respectively)

OTHER INFORMATION
Shares

Sold 21,256 24,263

Issued in reinvestment of 17,239 19,408
distributions

Redeemed (51,992) (59,462)

Net increase (decrease) (13,497) (15,791)

</TABLE>

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

SIX MONTHS ENDED APRIL 30, 1999 YEARS ENDED OCTOBER 31,

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 51.90 $ 60.74 $ 54.99 $ 48.12 $ 44.71 $ 42.78
period

Income from Investment
Operations

Net investment income D .36 .60 .58 .70 .70 .54

Net realized and unrealized 9.28 (1.01) 11.62 8.38 5.16 4.53
gain (loss)

Total from investment 9.64 (.41) 12.20 9.08 5.86 5.07
operations

Less Distributions

From net investment income (.55) (.48) (.53) (.48) (.17) (.34)

From net realized gain (7.15) (7.95) (5.92) (1.73) (2.28) (2.80)

Total distributions (7.70) (8.43) (6.45) (2.21) (2.45) (3.14)

Net asset value, end of $ 53.84 $ 51.90 $ 60.74 $ 54.99 $ 48.12 $ 44.71
period

TOTAL RETURN B, C 21.17% (1.33)% 24.31% 19.44% 14.19% 12.90%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 5,386 $ 5,892 $ 7,855 $ 6,934 $ 5,063 $ 3,715
millions)

Ratio of expenses to average .56% A .63% .68% .89% .97% 1.10%
net assets

Ratio of expenses to average .54% A, E .61% E .66% E .88% E .96% E 1.08% E
net assets after expense
reductions

Ratio of net invest- ment 1.53% A 1.06% 1.01% 1.34% 1.58% 1.29%
income to average net assets

Portfolio turnover rate 37% A 36% 56% 112% 125% 112%

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1999 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity Value Fund (the fund) is a fund of Fidelity Capital Trust
(the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company organized as a
Massachusetts business trust. The financial statements have been
prepared in conformity with generally accepted accounting principles
which require management to make certain estimates and assumptions at
the date of the financial statements. The following summarizes the
significant accounting policies of the fund:

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

the fair market value of the securities received. Interest income is
accrued as earned. Investment income is recorded net of foreign taxes
withheld where recovery of such taxes is uncertain.

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.

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.

TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the Securities and Exchange Commission (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 Fidelity

2. OPERATING POLICIES - CONTINUED

TAXABLE CENTRAL CASH FUND - CONTINUED

Management & Research Company (FMR). The Cash Fund is an open-end
money market fund available only to investment companies and other
accounts managed by FMR and its affiliates. The Cash Fund seeks
preservation of capital, liquidity, and current income by investing in
U.S. Treasury securities and repurchase agreements for these
securities. Income distributions from the Cash Fund are declared daily
and paid monthly from net interest income. Income distributions earned
by the fund are recorded as interest income in the accompanying
financial statements.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $906,690,000 and $2,326,444,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annualized rate of .32% of average
net assets after the performance adjustment.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

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 $446,000 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $1,000 and $57,000, respectively, under these arrangements.

6. TRANSACTIONS WITH AFFILIATED COMPANIES.

An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
American Standard Companies, Inc. $ 16,637 $ - $ - $ 183,416
AMETEK, Inc. - - 397 75,395
AnnTaylor Stores Corp. - 12,962 - -
Banta Corp. 2,325 - 614 46,740
Cabot Corp. 8,781 4,502 399 94,854
Chesapeake Corp. - 3,827 258 -
Deluxe Corp. 3,169 12,289 3,237 148,960
Dole Food Co., Inc. - - 984 156,150
EG & G, Inc. - 7,999 1,094 116,791
Ferro Corp. 15,106 1,147 659 74,399
Filene's Basement Corp. - - - 3,855
First Brands Corp. - 47,029 - -
GenCorp, Inc. 20,325 - 887 71,033
Harland (John H.) Co. - - 330 36,433
Harsco Corp. 3,765 - 996 75,623
Heilig-Meyers Co. - 681 998 27,809
Intimate Brands, Inc. Class A - 13,916 377 -
Lawter International, Inc. - - 534 32,022
Nalco Chemical Co. - - 3,133 229,120
Polaroid Corp. - 15,735 1,120 75,787
Ryerson Tull, Inc. Class A 82 4,255 - -
Stone & Webster, Inc. - 406 282 20,452
TOTALS $ 70,190 $ 124,748 $ 16,299 $ 1,468,839
</TABLE>

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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
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