FIDELITY CAPITAL TRUST, N-30D, 2000-06-16

FIDELITY CAPITAL TRUST
N-30D, 2000-06-16

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FIDELITY(REGISTERED TRADEMARK)
CAPITAL APPRECIATION
FUND

SEMIANNUAL REPORT
APRIL 30, 2000

(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.

PROXY VOTING RESULTS 31

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

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

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

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

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION
OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS
IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY,
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-6666 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

New indicators of accelerating inflation led to a sharp downturn in
equity markets, as the Dow Jones Industrial Average, NASDAQ and S&P
500(registered trademark) each suffered its worst single-session point
decline in history on April 14. Volatility ruled the remainder of the
month, with equity markets experiencing both strong rallies and broad
sell-offs. Inflation-sensitive Treasuries experienced similar
volatility, as prices for the bellwether 10-year note edged lower
throughout the month.

While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.

First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation.

Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that an investment in a money market fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although money market funds seek to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in these types of funds.

Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.

If you have questions, please call us at 1-800-544-6666, or visit our
web site at www.fidelity.com. We are available 24 hours a day, seven
days a week to provide you the information you need to make the
investments that are right for you.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

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

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

PERIODS ENDED APRIL 30, 2000 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CAPITAL APPRECIATION 23.59% 26.49% 170.30% 357.78%

S&P 500 7.20% 10.13% 208.38% 459.05%

Capital Appreciation Funds 23.66% 33.58% 194.74% 377.57%
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 500SM 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 303 mutual funds.
These benchmarks include reinvested dividends and capital gains, if
any, and exclude the effect of sales charges. Lipper has created new
comparison categories that group funds according to portfolio
characteristics and capitalization, as well as by capitalization only.
These averages are listed on page 5 of the report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 2000 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CAPITAL APPRECIATION 26.49% 22.00% 16.43%

S&P 500 10.13% 25.26% 18.78%

Capital Appreciation Funds 33.58% 21.76% 15.06%
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
1990/04/30 10000.00 10000.00
1990/05/31 10531.03 10975.00
1990/06/30 10435.06 10900.37
1990/07/31 10236.72 10865.49
1990/08/31 9168.27 9883.25
1990/09/30 8496.48 9401.93
1990/10/31 8221.37 9361.51
1990/11/30 8650.03 9966.26
1990/12/31 8970.77 10244.32
1991/01/31 9346.71 10690.97
1991/02/28 10072.67 11455.37
1991/03/31 10312.49 11732.59
1991/04/30 10351.38 11760.75
1991/05/31 10487.50 12268.82
1991/06/30 10176.38 11706.91
1991/07/31 10565.28 12252.45
1991/08/31 10558.80 12542.83
1991/09/30 10234.71 12333.37
1991/10/31 10033.78 12498.63
1991/11/30 9437.46 11994.94
1991/12/31 9867.31 13367.16
1992/01/31 10443.04 13118.53
1992/02/29 10874.83 13289.07
1992/03/31 10850.84 13029.93
1992/04/30 11162.70 13413.01
1992/05/31 11298.63 13478.74
1992/06/30 11290.64 13277.90
1992/07/31 11346.61 13820.97
1992/08/31 10890.83 13537.64
1992/09/30 10906.82 13697.38
1992/10/31 10970.79 13745.33
1992/11/30 11090.73 14214.04
1992/12/31 11482.46 14388.87
1993/01/31 11804.00 14509.74
1993/02/28 12057.90 14707.07
1993/03/31 12736.74 15017.39
1993/04/30 13347.70 14653.97
1993/05/31 13704.09 15046.70
1993/06/30 13746.52 15090.33
1993/07/31 14043.51 15029.97
1993/08/31 14230.19 15599.61
1993/09/30 13899.25 15479.49
1993/10/31 14713.86 15799.92
1993/11/30 14662.95 15649.82
1993/12/31 15319.22 15839.18
1994/01/31 16152.18 16377.71
1994/02/28 15804.65 15933.88
1994/03/31 15147.28 15239.16
1994/04/30 15239.86 15434.22
1994/05/31 15360.23 15687.34
1994/06/30 14851.00 15303.00
1994/07/31 15175.05 15804.94
1994/08/31 15776.87 16452.94
1994/09/30 15832.42 16049.84
1994/10/31 15739.83 16410.97
1994/11/30 15841.68 15813.28
1994/12/31 15705.27 16047.79
1995/01/31 16177.15 16463.91
1995/02/28 16474.63 17105.51
1995/03/31 16474.63 17610.29
1995/04/30 16936.25 18128.91
1995/05/31 17018.32 18853.53
1995/06/30 17408.13 19291.49
1995/07/31 18239.04 19931.20
1995/08/31 18782.72 19981.23
1995/09/30 19008.40 20824.44
1995/10/31 18167.23 20750.09
1995/11/30 18454.46 21661.02
1995/12/31 18652.80 22078.21
1996/01/31 19508.74 22829.75
1996/02/29 19430.93 23041.39
1996/03/31 19475.39 23263.28
1996/04/30 19797.76 23606.18
1996/05/31 20353.56 24214.98
1996/06/30 19742.18 24307.24
1996/07/31 18630.57 23233.34
1996/08/31 19253.07 23723.34
1996/09/30 20286.86 25058.49
1996/10/31 20309.10 25749.60
1996/11/30 21431.82 27696.01
1996/12/31 21473.08 27147.35
1997/01/31 22434.74 28843.52
1997/02/28 22130.42 29069.65
1997/03/31 21290.48 27875.18
1997/04/30 21740.88 29539.33
1997/05/31 23700.73 31337.68
1997/06/30 25015.41 32741.61
1997/07/31 26963.08 35346.86
1997/08/31 26488.33 33366.73
1997/09/30 28119.51 35194.23
1997/10/31 26366.60 34018.74
1997/11/30 26512.68 35593.47
1997/12/31 27167.07 36204.61
1998/01/31 26662.42 36605.03
1998/02/28 28919.33 39244.98
1998/03/31 29998.72 41254.72
1998/04/30 30713.65 41669.74
1998/05/31 29536.13 40953.44
1998/06/30 30223.01 42616.97
1998/07/31 30026.76 42163.10
1998/08/31 23732.64 36067.16
1998/09/30 25456.86 38377.62
1998/10/31 27040.91 41499.25
1998/11/30 28400.66 44014.52
1998/12/31 31771.48 46550.64
1999/01/31 34247.55 48497.39
1999/02/28 32419.29 46990.09
1999/03/31 33700.51 48870.16
1999/04/30 36190.98 50762.90
1999/05/31 35327.23 49564.39
1999/06/30 37299.45 52315.21
1999/07/31 36579.67 50681.93
1999/08/31 36550.87 50431.06
1999/09/30 35687.13 49048.74
1999/10/31 37040.33 52152.55
1999/11/30 40005.86 53212.81
1999/12/31 46336.54 56347.04
2000/01/31 44133.73 53516.17
2000/02/29 48027.43 52503.11
2000/03/31 49314.99 57639.49
2000/04/28 45778.08 55905.11
IMATRL PRASUN SHR__CHT 20000430 20000518 115042 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Capital Appreciation Fund on April 30, 1990. As
the chart shows, by April 30, 2000, the value of the investment would
have grown to $45,778 - a 357.78% increase on the initial investment.
For comparison, look at how the Standard & Poor's 500 Index did over
the same period. With dividends and capital gains, if any, reinvested,
the same $10,000 would have grown to $55,905 - a 459.05% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

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

* THE LIPPER MULTI-CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTI-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF APRIL 30, 2000, THE SIX
MONTH, ONE YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE TOTAL RETURNS FOR
THE MULTI-CAP GROWTH FUNDS AVERAGE WERE, 32.28%, 47.70%, 247.92% AND
544.19%, RESPECTIVELY; AND THE ONE YEAR, FIVE YEAR AND 10 YEAR AVERAGE
ANNUAL TOTAL RETURNS WERE 32.28%, 27.81% AND 20.05%, RESPECTIVELY. THE
SIX MONTH, ONE YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE TOTAL RETURNS
FOR THE MULTI-CAP SUPERGROUP AVERAGE WERE 15.56%, 19.03%, 167.28% AND
370.61%, RESPECTIVELY; AND THE ONE YEAR, FIVE YEAR AND 10 YEAR AVERAGE
ANNUAL TOTAL RETURNS WERE 19.03%, 20.91% AND 16.13%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

A prolonged period of market
consistency that fostered seemingly
fixed expectations of rising
technology stocks reversed course
with a sudden change in investor
sentiment during the latter part of the
six-month period that ended April
30, 2000. To wit: After rising to a high
of 5048 on March 10, the tech-heavy
NASDAQ Composite Index - the
benchmark for new economy stocks
that outperformed most other
domestic equity indexes in 1999 -
experienced a pullback in April.
Shortly after experiencing a
10% -20% correction in March, the
NASDAQ sank a full 25% during a
single week in mid-April, dropping
the index to 3321 and hampering its
30.28% return for the period. At the
same time, investors retreated to the
safety of larger companies, such as
those listed in the Standard & Poor's
500SM Index, which ended the
period with a 7.20% return. Another
index of well-established stocks - the
Dow Jones Industrial Average -
surged higher during the
NASDAQ's plummet, but the brief
rally wasn't enough to significantly
offset the blue-chip benchmark's poor
returns earlier in the period, as the
Dow eked out a 0.78% gain. Interest
in stocks of smaller companies
followed a similar pattern to the
NASDAQ, as the Russell 2000(registered trademark)
Index - a barometer of small-cap
stocks - returned a robust 18.72%,
but also experienced monthly
declines of more than 6% in both
March and April.

(photograph of Harry Lange)

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

Q. HOW DID THE FUND PERFORM, HARRY?

A. For the six months that ended April 30, 2000, the fund returned
23.59%. This topped the Standard & Poor's 500 Index, which returned
7.20% during the same period, but slightly trailed the capital
appreciation funds average, which returned 23.66% according to Lipper
Inc. For the 12 months that ended April 30, 2000, the fund returned
26.49%, while the S&P 500 and Lipper group returned 10.13% and 33.58%,
respectively.

Q. CAN YOU EXPLAIN WHY THE FUND EASILY BEAT THE S&P DURING THE PERIOD,
YET TRAILED ITS PEER GROUP?

A. For different reasons, the answer to both is technology. Relative
to the S&P 500, the fund benefited from a higher average exposure to
technology stocks, as well as good individual stock selection within
the sector. I kept the fund's technology exposure between 30%-35%
throughout the period. Many of the fund's peers, however, maintained
higher technology weightings and were able to benefit even more from
the group's strong performance. Also, I made a tactical error by
reducing the fund's technology exposure before the stocks actually
peaked in February and March. Another key performance factor was my
emphasis on Japanese stocks, particularly those in the finance and
technology sectors.

Q. CAN YOU EXPLAIN YOUR STRATEGY WITH RESPECT TO THE FUND'S JAPANESE
HOLDINGS?

A. Six months ago, Japan was showing signs of waking up from its
economic doldrums. As such, the fund held several investments that
benefited from this, including Jafco, a venture capital firm, and
Softbank, a leading creator and operator of Internet companies in
Japan. Also, I added to the fund's positions in brokerage houses
Nomura Securities and Daiwa Securities. With Japan in the process of
deregulating its securities industry, I felt these companies would
benefit from increased investing volumes. At the end of the period,
these four stocks were among the fund's top-10 individual performers,
with Jafco and Softbank leading the way. As we neared the end of 1999,
though, I sensed some volatility on the horizon. I reacted by cutting
back on some of these positions, and my decision to do so proved wise
as the market showed signs of weakness in early 2000.

Q. YOU REDUCED THE FUND'S INVESTMENTS IN MEDIA AND LEISURE STOCKS FROM
18% SIX MONTHS AGO TO JUST UNDER 12% AT THE END OF APRIL. WHY THE FALL
FROM GRACE?

A. The majority of the decrease stemmed from the cable TV group, an
area that typically has been well-represented within the portfolio.
As the period wore on, several trends within the group became too
difficult to overlook. For example, I had expected revenues and cash
flow from companies such as Comcast and Time Warner to increase with
their rollout of digital and cable modem services. While these
services did roll out on or ahead of plan, increased competition from
satellite and digital subscriber line providers prevented the cash
flows from accelerating as I had expected.

Q. WHICH STOCKS PERFORMED WELL DURING THE PERIOD? WHICH WERE
DISAPPOINTING?

A. Exodus Communications - a leading provider of Web hosting services
- gave the fund a nice performance boost. Companies are anxious to
have a presence on the Web, and Exodus supplies the servers and other
equipment they need to get up and running. The fund no longer owned a
stake in Exodus at the end of the period, mainly due to valuation
concerns. Other good stocks were Ciena Corp., a company involved in
making telecommunications equipment, and Noble Drilling, which
benefited when oil prices rebounded. Disappointments, meanwhile,
included Playboy Enterprises and Pegasus Systems, a company
specializing in online reservations systems. Playboy experienced
weaker-than-expected cash flows within its entertainment division, and
Pegasus made what the market perceived to be a questionable
acquisition during the period.

Q. WHAT'S YOUR OUTLOOK, HARRY?

A. For the time being, all eyes should remain fixated on the
technology sector. Some investors will resort to more defensive
investments during the inevitable spurts of volatility, but technology
should continue to drive the market. The fund had just over 35% of its
investments in technology at the end of April, and I'm fairly
comfortable with that number. I'll continue to look for opportunities,
but my emphasis on technology will most likely remain less than that
of many of the fund's competitors.

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, 2000,
more than $3.7 billion

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

HARRY LANGE TALKS ABOUT
TECHNOLOGY STOCKS, MARKET
VOLATILITY AND THE NASDAQ,
AND WHAT IT ALL MEANS FOR
THE FUND:

"The market volatility we witnessed
in the technology sector in April
may have been new and shocking,
particularly to the many investors
who have known nothing but good
times. But the volatility isn't what's
new - prices were due to correct
and they eventually did. What's new
in all of this is that the NASDAQ -
the index that tracks the tech
sector - has cemented its place
among investors as a daily,
must-see gauge for market
performance.

"I know it has for me. When I'm
checking on Capital Appreciation's
performance, I look at the S&P 500.
That's the index the fund compares
itself to. But I also pay very close
attention to the NASDAQ. Since
many of the fund's peers have
higher technology weightings than
the fund, the peer group tends to
perform more in line with the
NASDAQ than the S&P 500. In
terms of seeing what the
competition is up to, the NASDAQ
gives me the most accurate
glimpse.

"As far as managing the fund
through extreme periods of
volatility, my strategy doesn't
change too much. During this
particular period, my only strategy
was waiting for a chance to get back
into technology after I sold some
off a bit too early. I like to keep a
fairly low portfolio turnover rate,
mainly because I'm always
conscious of keeping transaction
costs and taxes at a minimum."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS BY ISSUER AS
OF APRIL 30, 2000

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

Dell Computer Corp. 3.2 0.8

Xerox Corp. 2.5 0.0

Viacom, Inc. 2.5 4.7

Daiwa Securities Group, Inc. 2.2 1.8

Telefonos de Mexico SA de CV 2.2 0.9

Ciena Corp. 2.0 0.0

Nomura Securities Co. Ltd. 1.9 1.6

Newmont Mining Corp. 1.6 1.7

QLogic Corp. 1.6 0.0

Noble Drilling Corp. 1.6 1.6

21.3 13.1

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 2000

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

Technology 35.4 23.7

Media & Leisure 11.8 18.0

Finance 10.2 10.5

Utilities 7.7 3.0

Energy 6.6 7.7

</TABLE>

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

AS OF APRIL 30, 2000 * AS OF OCTOBER 31, 1999 **

Stocks and Investment Stocks and Investment
Companies 97.6% Companies 93.6%

Short-Term Investments and Short-Term Investments and
Net Other Assets 2.4% Net Other Assets 6.4%

* FOREIGN INVESTMENTS 19.6% ** FOREIGN INVESTMENTS 15.2%

Row: 1, Col: 1, Value: 97.59999999999999 Row: 1, Col: 1, Value: 93.59999999999999
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 2.4 Row: 1, Col: 8, Value: 6.4

</TABLE>

INVESTMENTS APRIL 30, 2000 (UNAUDITED)

Showing Percentage of Net Assets

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

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - 1.7%

CHEMICALS & PLASTICS - 0.0%

Foamex International, Inc. (a) 100,000 $ 531

IRON & STEEL - 0.2%

Bunka Shutter Co. Ltd. 135,000 266

Chubu Steel Plate Co. Ltd. 60,000 72

Tubos de Acero de Mexico SA 400,000 5,975
sponsored ADR

6,313

METALS & MINING - 1.2%

Alcoa, Inc. 200,000 12,975

Cable Design Technology Corp. 500,000 17,125
(a)

Martin Marietta Materials, 300,000 15,900
Inc.

46,000

PACKAGING & CONTAINERS - 0.1%

Owens-Illinois, Inc. (a) 96,200 1,299

PAPER & FOREST PRODUCTS - 0.2%

Mercer International, Inc. 909,800 7,506
(SBI) (c)

TOTAL BASIC INDUSTRIES 61,649

CONSTRUCTION & REAL ESTATE -
5.4%

BUILDING MATERIALS - 0.3%

Masco Corp. 482,000 10,815

CONSTRUCTION - 2.2%

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

D.R. Horton, Inc. 200,000 2,588

Daito Trust Construction Co. 884,900 13,911

Engle Homes, Inc. 250,000 2,391

George Wimpey PLC 1,000,000 1,793

Higashi Nihon House Co. Ltd. 50,000 194

Lennar Corp. (c) 3,158,118 58,820

83,522

ENGINEERING - 0.0%

Stolt Comex Seaway SA (a) 54,600 659

Stolt Comex Seaway SA Class A 27,300 287
sponsored ADR (a)

946

REAL ESTATE - 0.2%

Boardwalk Equities, Inc. (a) 81,600 645

Excel Legacy Corp. (a) 401,900 1,155

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
CONTINUED

REAL ESTATE - CONTINUED

LNR Property Corp. 90,268 $ 1,946

Mitsubishi Estate Co. Ltd. 200,000 2,247

5,993

REAL ESTATE INVESTMENT TRUSTS
- 2.7%

Alexandria Real Estate 390,300 12,490
Equities, Inc.

AMB Property Corp. 100,000 2,206

Apartment Investment & 420,100 16,699
Management Co. Class A

Avalonbay Communities, Inc. 26,000 1,017

Duke-Weeks Realty Corp. 284,552 6,171

Equity Office Properties Trust 725,000 19,711

Equity Residential Properties 391,200 17,800
Trust (SBI)

First Washington Realty 100,000 2,081
Trust, Inc.

Glenborough Realty Trust, 133,000 1,962
Inc.

Home Properties of New York, 235,426 6,592
Inc.

LTC Properties, Inc. 875,800 5,200

Public Storage, Inc. 385,300 8,621

100,550

TOTAL CONSTRUCTION & REAL 201,826
ESTATE

DURABLES - 1.1%

AUTOS, TIRES, & ACCESSORIES -
0.1%

Wynn's International, Inc. 176,550 2,450

CONSUMER DURABLES - 0.0%

CompX International, Inc. 83,600 1,651
Class A

CONSUMER ELECTRONICS - 0.1%

Black & Decker Corp. 100,000 4,206

HOME FURNISHINGS - 0.2%

HON Industries, Inc. 108,700 2,711

Leggett & Platt, Inc. 300,000 6,413

9,124

TEXTILES & APPAREL - 0.7%

Galey & Lord, Inc. (a) 378,500 1,112

Kellwood Co. 3,500 60

Mohawk Industries, Inc. (a) 100,000 2,481

Perry Ellis International, 380,000 3,848
Inc. (a)(c)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

TEXTILES & APPAREL - CONTINUED

Polymer Group, Inc. 1,300,250 $ 15,115

Shaw Industries, Inc. 150,000 2,372

24,988

TOTAL DURABLES 42,419

ENERGY - 6.6%

ENERGY SERVICES - 3.9%

ENSCO International, Inc. 1,566,970 52,004

Nabors Industries, Inc. (a) 64,575 2,547

Noble Drilling Corp. (a) 1,500,000 59,906

R&B Falcon Corp. (a) 66,000 1,370

Schlumberger Ltd. 360,000 27,563

Transocean Sedco Forex, Inc. 69,696 3,276

146,666

OIL & GAS - 2.7%

Burlington Resources, Inc. 300,000 11,794

Cabot Oil & Gas Corp. Class A 100,000 1,856

Cooper Cameron Corp. (a) 150,000 11,250

Newport Petroleum Corp. (a)(d) 310,000 1,015

Sunoco, Inc. 200,000 6,063

The Coastal Corp. 379,200 19,031

Titan Exploration, Inc. (a) 198,000 990

Vastar Resources, Inc. 600,000 48,375

100,374

TOTAL ENERGY 247,040

FINANCE - 10.2%

BANKS - 0.2%

Fuji International Finance 29 653
Trust sponsored ADR (d)

National Bank of Canada 384,100 5,395

6,048

CREDIT & OTHER FINANCE - 1.9%

Acom Co. Ltd. 70,000 6,738

American Express Co. 155,000 23,260

Concord EFS, Inc. (a) 150,000 3,356

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE -
CONTINUED

Household International, Inc. 32,700 $ 1,365

JAFCO Co. Ltd. 206,000 36,194

70,913

FEDERAL SPONSORED CREDIT - 1.1%

Fannie Mae 400,000 24,125

Freddie Mac 400,000 18,375

42,500

INSURANCE - 0.4%

American International Group, 100,000 10,969
Inc.

CIGNA Corp. 50,000 3,988

LIMIT PLC 307,000 408

15,365

SAVINGS & LOANS - 0.0%

Charter One Financial, Inc. 41,233 838

SECURITIES INDUSTRY - 6.6%

Charles Schwab Corp. 500,000 22,250

Daiwa Securities Group, Inc. 5,327,000 81,279

E*Trade Group, Inc. (a) 1,520,900 32,699

Knight/Trimark Group, Inc. 300,000 11,306
Class A (a)

Morgan Stanley Dean Witter & 200,000 15,350
Co.

Nikko Securities Co. Ltd. 1,000,000 11,790

Nomura Securities Co. Ltd. 2,815,000 70,805

245,479

TOTAL FINANCE 381,143

HEALTH - 5.1%

DRUGS & PHARMACEUTICALS - 4.8%

Allergan, Inc. 300,000 17,663

Biogen, Inc. (a) 100,000 5,881

Chirex, Inc. (a) 120,000 2,040

Eli Lilly & Co. 50,000 3,866

Genentech, Inc. 300,000 35,100

Merck & Co., Inc. 100,000 6,950

Millennium Pharmaceuticals, 400,000 31,750
Inc. (a)

Sepracor, Inc. (a) 200,000 18,400

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

SuperGen, Inc. (a) 1,100,000 $ 36,438

Warner-Lambert Co. 200,000 22,763

180,851

MEDICAL EQUIPMENT & SUPPLIES
- 0.2%

C.R. Bard, Inc. 100,000 4,356

Gehe AG 50,000 1,559

Varian Medical Systems, Inc. 11,900 476

6,391

MEDICAL FACILITIES MANAGEMENT
- 0.1%

LTC Healthcare, Inc. (a) 87,580 109

Wellpoint Health Networks, 50,000 3,688
Inc. (a)

3,797

TOTAL HEALTH 191,039

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.2%

ELECTRICAL EQUIPMENT - 2.3%

Energy Conversion Devices, 100,000 1,925
Inc. (a)

Energy Conversion Devices, 400,000 2,700
Inc. warrants 7/31/01 (a)

Furukawa Electric Co. Ltd. 1,849,000 25,630

General Electric Co. 300,000 47,175

Scientific-Atlanta, Inc. 150,000 9,759

87,189

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.9%

PRI Automation, Inc. (a) 58,200 4,649

THK Co. Ltd. 650,200 27,357

Varian Semiconductor 11,900 800
Equipment Associates, Inc.
(a)

32,806

TOTAL INDUSTRIAL MACHINERY & 119,995
EQUIPMENT

MEDIA & LEISURE - 11.8%

BROADCASTING - 6.8%

AMFM, Inc. (a) 99,100 6,578

Capital Radio PLC 211,900 4,856

CBS Corp. (a) 672,479 39,508

Clear Channel Communications, 100,000 7,200
Inc. (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

Comcast Corp. Class A 458,600 $ 18,373
(special) (a)

Grupo Televisa SA de CV 171,700 10,892
sponsored ADR (a)

Hispanic Broadcasting Corp. 134,500 13,593
(a)

Infinity Broadcasting Corp. 700,000 23,756
Class A (a)

Radio One, Inc. 401,600 23,293

SBS Broadcasting SA (a) 41,000 2,255

Time Warner, Inc. 458,284 41,217

Univision Communications, 500,000 54,625
Inc. Class A (a)

USA Networks, Inc. (a) 200,000 4,600

Wireless Facilities, Inc. 67,300 3,895

254,641

ENTERTAINMENT - 2.6%

Royal Caribbean Cruises Ltd. 189,500 3,944

Viacom, Inc.:

Class A (a) 201,200 11,028

Class B (non-vtg.) (a) 1,499,600 81,541

96,513

LEISURE DURABLES & TOYS - 0.8%

Callaway Golf Co. 744,900 12,384

Coachmen Industries, Inc. 588,500 9,085

Harley-Davidson, Inc. 200,000 7,963

29,432

LODGING & GAMING - 0.0%

Interstate Hotels Corp. (a) 63,165 166

PUBLISHING - 1.0%

Playboy Enterprises, Inc.:

Class A (a) 25,000 338

Class B (a) 2,257,300 36,399

36,737

RESTAURANTS - 0.6%

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

Starbucks Corp. (a) 700,000 21,164

22,209

TOTAL MEDIA & LEISURE 439,698

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - 1.6%

BEVERAGES - 1.5%

Canandaigua Brands, Inc. 1,032,100 $ 51,992
Class A (a)(c)

Celestial Seasonings, Inc. (a) 100,000 3,363

55,355

FOODS - 0.1%

Keebler Foods Co. 100,000 3,144

TOTAL NONDURABLES 58,499

PRECIOUS METALS - 1.6%

Newmont Mining Corp. 2,600,000 60,938

RETAIL & WHOLESALE - 1.7%

APPAREL STORES - 0.2%

Charming Shoppes, Inc. (a) 200,000 1,350

J. Baker, Inc. 431,700 2,806

TJX Companies, Inc. 129,554 2,486

6,642

DRUG STORES - 0.3%

Walgreen Co. 400,000 11,250

GENERAL MERCHANDISE STORES -
0.5%

BJ's Wholesale Club, Inc. (a) 200,000 7,088

Wal-Mart de Mexico SA de CV 1,100,000 2,546
Series V (a)

Wal-Mart Stores, Inc. 200,000 11,075

20,709

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.7%

Barbeques Galore Ltd. 235,000 1,953
sponsored ADR (a)(c)

Best Buy Co., Inc. (a) 100,000 8,075

Gadzooks, Inc. (a) 300,000 6,619

Handleman Co. (a) 100,000 1,200

Oshmans Sporting Goods, Inc. 100,000 250
(a)

Senshukai Co. Ltd. 582,000 6,001

Takkt AG 50,000 456

Ventro Corp. 32,500 894

25,448

TOTAL RETAIL & WHOLESALE 64,049

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - 3.9%

ADVERTISING - 1.6%

DoubleClick, Inc. (a) 100,000 $ 7,588

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

Omnicom Group, Inc. 160,000 14,570

United Internet AG (a) 81,400 20,996

59,554

LEASING & RENTAL - 0.1%

Hertz Corp. Class A 100,000 3,119

PRINTING - 0.7%

Valassis Communications, Inc. 700,000 23,844
(a)

SERVICES - 1.5%

ACNielsen Corp. (a) 500,000 11,531

Caremark Rx, Inc. (a) 5,766,300 36,760

Crestline Capital Corp. (a) 125,950 2,165

Gartner Group, Inc. Class B 13,020 141
(a)

H&R Block, Inc. 150,000 6,272

56,869

TOTAL SERVICES 143,386

TECHNOLOGY - 35.4%

COMMUNICATIONS EQUIPMENT - 5.0%

Aiphone Co. Ltd. 100,000 1,290

Ciena Corp. (a) 600,000 74,175

Cisco Systems, Inc. (a) 600,000 41,597

Comverse Technology, Inc. (a) 400,000 35,675

Datacraft Asia Ltd. 300,000 2,250

Filtronic PLC 50,000 1,344

Nortel Networks Corp. 200,000 22,609

Telefonaktiebolaget LM 100,000 8,844
Ericsson sponsored ADR

187,784

COMPUTER SERVICES & SOFTWARE
- 10.6%

Amazon.com, Inc. (a) 100,000 5,519

America Online, Inc. (a) 230,000 13,757

Art Technology Group, Inc. 400,000 24,300

BEA Systems, Inc. (a) 200,000 9,650

Catalyst International, Inc. 29,900 237
(a)

Citrix Systems, Inc. (a) 400,000 24,425

CMGI, Inc. (a) 700,000 49,875

Critical Path, Inc. (a) 100,000 5,813

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- CONTINUED

Electronic Data Systems Corp. 869,100 $ 59,751

Homestore.com, Inc. 300,000 5,475

i2 Technologies, Inc. (a) 89,000 11,503

InfoSpace.com, Inc. (a) 100,000 7,181

Interact Commerce Corp. 215,500 3,152

Internap Network Services 300,000 11,550
Corp.

Jobs & Adverts AG (a) 9,044 190

MERANT PLC sponsored ADR (a) 55,000 681

Microsoft Corp. (a) 220,400 15,373

NCR Corp. (a) 148 6

Novell, Inc. (a) 200,000 3,925

Nuance Communications, Inc. 1,800 54

Pegasus Systems, Inc. (a)(c) 1,800,750 31,963

Peregrine Systems, Inc. (a) 900,400 21,666

Project Software & 66,800 2,037
Development, Inc. (a)

Sabre Holdings Corp. Class A 789,100 27,569

SAP AG sponsored ADR 135,000 6,632

Scient Corp. 200,000 10,800

Sportsline USA, Inc. (a) 194,800 3,738

Talk City, Inc. 600 2

Tumbleweed Communications 628,400 19,166
Corp.

Yahoo!, Inc. (a) 160,000 20,840

396,830

COMPUTERS & OFFICE EQUIPMENT
- 8.2%

Brocade Communications 200,000 24,800
Systems, Inc.

Dell Computer Corp. (a) 2,400,000 120,281

Quantum Corp. - Hard Disk 50,000 584
Drive Group (a)

Softbank Corp. 79,800 19,629

Softbank Corp. New 159,600 39,258

Tech Data Corp. (a) 200,000 8,388

Xerox Corp. 3,600,000 95,175

308,115

ELECTRONIC INSTRUMENTS - 1.4%

KLA-Tencor Corp. (a) 306,600 22,957

Teradyne, Inc. (a) 200,000 22,000

Thermo Electron Corp. (a) 100,000 1,938

Thermoquest Corp. (a) 200,000 3,363

Varian, Inc. (a) 11,900 433

50,691

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - 10.2%

Analog Devices, Inc. (a) 200,000 $ 15,363

Applied Micro Circuits Corp. 100,000 12,888
(a)

C.P. Clare Corp. (a) 60,000 426

Fairchild Semiconduct 300,000 14,250
International, Inc. Class A

Integrated Silicon Solution 400,000 12,225
(a)

Intel Corp. 220,000 27,899

KEMET Corp. (a) 799,955 59,597

Micron Technology, Inc. (a) 250,000 34,813

Motorola, Inc. 200,000 23,813

National Semiconductor Corp. 400,000 24,300
(a)

Nichicon Corp. 500,000 13,409

Power-One, Inc. (a) 72,200 4,928

QLogic Corp. (a) 600,000 60,188

Semtech Corp. (a) 180,000 12,274

Texas Instruments, Inc. 350,000 57,006

Vitesse Semiconductor Corp. 91,600 6,235
(a)

379,614

TOTAL TECHNOLOGY 1,323,034

TRANSPORTATION - 0.5%

AIR TRANSPORTATION - 0.2%

Deutsche Lufthansa AG:

(Reg.) (d) 100,000 2,083

(Reg.) 100,000 2,083

Travelocity.com, Inc. (a) 300,000 5,288

9,454

RAILROADS - 0.2%

Burlington Northern Santa Fe 300,000 7,238
Corp.

SHIPPING - 0.1%

Teekay Shipping Corp. 80,000 2,625

TOTAL TRANSPORTATION 19,317

UTILITIES - 7.7%

CELLULAR - 2.2%

Cable & Wireless 500,000 7,457
Communications PLC (a)

Hikari Tsushin, Inc. 355,000 51,211

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

CELLULAR - CONTINUED

Millicom International 200,000 $ 10,700
Cellular SA (a)

Telesp Celular Participacoes 300,000 13,238
SA ADR

82,606

ELECTRIC UTILITY - 0.7%

Entergy Corp. 206,900 5,263

Niagara Mohawk Holdings, Inc. 1,360,500 18,877
(a)

24,140

GAS - 0.6%

Dynegy, Inc. Class A 338,000 22,118

TELEPHONE SERVICES - 4.2%

AT&T Corp. 341,450 15,941

DDI Corp. 739 8,474

Embratel Participacoes SA ADR 1,800,000 40,500

France Telecom SA 8,300 1,288

Telefonos de Mexico SA de CV 1,370,000 80,573
Series L sponsored ADR

TeraBeam Networks (e) 2,900 44

U.S. WEST, Inc. 39,599 2,819

WorldPages.com, Inc. (a)(c) 1,341,400 8,803

158,442

TOTAL UTILITIES 287,306

TOTAL COMMON STOCKS 3,641,338
(Cost $2,704,113)

NONCONVERTIBLE PREFERRED
STOCKS - 0.0%

BASIC INDUSTRIES - 0.0%

METALS & MINING - 0.0%

Freeport-McMoRan Copper & 9,100 102
Gold, Inc. depositary shares
representing 0.025 silver
denomination pfd. (Cost
$155)

INVESTMENT COMPANIES - 0.1%

Taiwan Fund, Inc. (a) (Cost 100,000 2,031
$2,625)

CASH EQUIVALENTS - 4.3%

SHARES VALUE (NOTE 1) (000S)

Central Cash Collateral Fund, 28,954,266 $ 28,954
5.94% (b)

Taxable Central Cash Fund, 132,422,485 132,422
5.77% (b)

TOTAL CASH EQUIVALENTS 161,376
(Cost $161,376)

TOTAL INVESTMENT PORTFOLIO - 3,804,847
101.9%
(Cost $2,868,269)

NET OTHER ASSETS - (1.9)% (70,894)

NET ASSETS - 100% $ 3,733,953

</TABLE>

LEGEND

(a) Non-income producing

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

(d) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $3,751,000 or 0.1% of net assets.

(e) Restricted securities - Investment in securities not registered
under the Securities Act of 1933.

Additional information on each holding is as follows:

SECURITY ACQUISITION DATE ACQUISITION COST (000S)

TeraBeam Networks 4/7/00 $ 44

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

United States of America 80.4%

Japan 11.4

Mexico 2.7

Brazil 1.4

Canada 1.0

Germany 1.0

Others (individually less 2.1
than 1%)

100.0%

INCOME TAX INFORMATION

At April 30, 2000, the aggregate cost of investment securities for
income tax purposes was $2,878,603,000. Net unrealized appreciation
aggregated $926,244,000, of which $1,159,592,000 related to
appreciated investment securities and $233,348,000 related to
depreciated investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) APRIL 30,
2000 (UNAUDITED)

ASSETS

Investment in securities, at $ 3,804,847
value (cost $2,868,269) -
See accompanying schedule

Receivable for investments 2,550
sold

Receivable for fund shares 3,535
sold

Dividends receivable 1,623

Interest receivable 463

Other receivables 110

TOTAL ASSETS 3,813,128

LIABILITIES

Payable to custodian bank $ 17

Payable for investments 43,268
purchased

Payable for fund shares 4,084
redeemed

Accrued management fee 2,211

Other payables and accrued 641
expenses

Collateral on securities 28,954
loaned, at value

TOTAL LIABILITIES 79,175

NET ASSETS $ 3,733,953

Net Assets consist of:

Paid in capital $ 2,362,263

Distributions in excess of (69,805)
net investment income

Accumulated undistributed net 505,042
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 936,453
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 126,542 $ 3,733,953
shares outstanding

NET ASSET VALUE, offering $29.51
price and redemption price
per share ($3,733,953
(divided by) 126,542 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

INVESTMENT INCOME $ 11,912
Dividends

Special dividend from Sabre 4,106
Holdings Corp. Class A

Interest 2,461

Security lending 371

TOTAL INCOME 18,850

EXPENSES

Management fee Basic fee $ 10,366

Performance adjustment 1,848

Transfer agent fees 3,233

Accounting and security 355
lending fees

Non-interested trustees' 16
compensation

Custodian fees and expenses 110

Registration fees 64

Audit 30

Legal 66

Reports to shareholders 180

Miscellaneous 3

Total expenses before 16,271
reductions

Expense reductions (298) 15,973

NET INVESTMENT INCOME 2,877

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

Investment securities 515,331
(including realized gain
(loss) of $(1,166) on
sales of investments in
affiliated issuers)

Foreign currency transactions 123 515,454

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 169,919

Assets and liabilities in (127) 169,792
foreign currencies

NET GAIN (LOSS) 685,246

NET INCREASE (DECREASE) IN $ 688,123
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, 1999
2000 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 2,877 $ 15,261
income

Net realized gain (loss) 515,454 213,335

Change in net unrealized 169,792 580,256
appreciation (depreciation)

NET INCREASE (DECREASE) IN 688,123 808,852
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (2,876) (11,605)
From net investment income

In excess of net investment (62,053) -
income

From net realized gain (169,726) (52,122)

TOTAL DISTRIBUTIONS (234,655) (63,727)

Share transactions Net 736,016 874,558
proceeds from sales of shares

Reinvestment of distributions 225,584 61,232

Cost of shares redeemed (616,801) (1,037,228)

NET INCREASE (DECREASE) IN 344,799 (101,438)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 798,267 643,687
IN NET ASSETS

NET ASSETS

Beginning of period 2,935,686 2,291,999

End of period (including $ 3,733,953 $ 2,935,686
under (over) distribution
of net investment income of
$(69,805) and $9,989,
respectively)

OTHER INFORMATION
Shares

Sold 25,035 36,795

Issued in reinvestment of 8,496 2,998
distributions

Redeemed (21,101) (44,497)

Net increase (decrease) 12,430 (4,704)

</TABLE>

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

SIX MONTHS ENDED APRIL 30, 2000 YEARS ENDED OCTOBER 31,

(UNAUDITED) 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 25.73 $ 19.29 $ 21.66 $ 18.27 $ 17.71 $ 17.00
period

Income from Investment
Operations

Net investment income .02 D, E .13 D .09 D, F .08 D .15 .36

Net realized and unrealized 5.82 6.86 .47 4.97 1.81 1.98
gain (loss)

Total from investment 5.84 6.99 .56 5.05 1.96 2.34
operations

Less Distributions

From net investment income (.03) (.10) (.08) (.12) (.40) (.17)

In excess of net investment (.54) - - - - -
income

From net realized gain (1.49) (.45) (2.85) (1.54) (1.00) (1.46)

Total distributions (2.06) (.55) (2.93) (1.66) (1.40) (1.63)

Net asset value, end of $ 29.51 $ 25.73 $ 19.29 $ 21.66 $ 18.27 $ 17.71
period

TOTAL RETURN B, C 23.59% 36.98% 2.56% 29.83% 11.79% 15.42%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 3,734 $ 2,936 $ 2,292 $ 2,049 $ 1,590 $ 1,660
millions)

Ratio of expenses to average .92% A .67% .70% .69% .87% 1.09%
net assets

Ratio of expenses to average .90% A, G .65% G .67% G .66% G .80% G 1.06% G
net assets after expense
reductions

Ratio of net invest- ment .16% A .56% .46% .43% 1.24% 2.31%
income to average net assets

Portfolio turnover rate 80% A 78% 121% 176% 205% 87%

</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 PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND FROM SABRE
HOLDINGS CORP. CLASS A WHICH AMOUNTED TO $.03 PER SHARE.
F INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.04 PER SHARE.
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, 2000 (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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. Securities (including restricted securities) for which
exchange quotations are not readily available (and in certain cases
debt securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value. Short-term
securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued at amortized cost or
original cost plus accrued interest, both of which approximate current
value.

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

Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
and settlement date on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.

INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent 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. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.

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

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

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

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

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Distributions 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 that will reverse in a subsequent period. Any taxable
income or gain remaining at fiscal year end is distributed in the
following year.

2. OPERATING POLICIES.

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 - CONTINUED

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

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

RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, restricted securities (excluding 144A
issues) amounted to $44,000 or 0.0% of net assets.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $1,580,676,000 and $1,371,245,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

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 .69% 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 $115,000.

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 .18% 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 $119,000 for the
period.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $28,228,000. The fund received cash collateral of
$28,954,000 which was invested in cash equivalents.

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 $258,000 under this arrangement.

6. EXPENSES REDUCTIONS - CONTINUED

In addition, through an arrangement with the fund's transfer agent,
credits realized as a result of uninvested cash balances were used to
reduce a portion of the fund's expenses. During the period, the fund's
transfer agent fees were reduced by $40,000 under this arrangement.

7. TRANSACTIONS WITH AFFILIATED COMPANIES.

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

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

AMOUNTS IN THOUSANDS PURCHASE COST SALES COST DIVIDEND INCOME VALUE
AFFILIATE

4Front Technologies, Inc. $ - $ 4,812 $ - $ -

Advanced Communications
Group, Inc. - 9,100 - -

Barbeques Galore Ltd. - - - 1,953
sponsored ADR

Big Buck Brew & Steakhouse, - - - 1,045
Inc.

Canandaigua Brands, Inc. 5,974 - - 51,992
Class A

Catalyst International, Inc. - 1,910 - -

Lennar Corp. 8,316 - - 58,820

Mercer International, Inc. - - - 7,506
(SBI)

Pegasus Systems, Inc. 708 - - 31,963

Perry Ellis International, - - - 3,848
Inc.

Quaker Fabric Corp. - 4,039 - -

WorldPages.com, Inc. 5,152 - - 8,803

TOTALS $ 20,150 $ 19,861 $ - $ 165,930

</TABLE>

PROXY VOTING RESULTS

A special meeting of the fund's shareholders was held on March 15,
2000. The results of votes taken among shareholders on proposals
before them are reported below. Each vote reported represents one
dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# OF % OF
VOTES CAST VOTES CAST
RALPH F. COX
Affirmative 6,454,635,392.01 93.422

Withheld 454,474,349.21 6.578

TOTAL 6,909,109,741.22 100.000

PHYLLIS BURKE DAVIS
Affirmative 6,452,207,010.46 93.387

Withheld 456,902,730.76 6.613

TOTAL 6,909,109,741.22 100.000

ROBERT M. GATES
Affirmative 6,452,253,108.65 93.388

Withheld 456,856,632.57 6.612

TOTAL 6,909,109,741.22 100.000

EDWARD C. JOHNSON 3D
Affirmative 6,456,108,647.32 93.443

Withheld 453,001,093.90 6.557

TOTAL 6,909,109,741.22 100.000

NED C. LAUTENBACH
Affirmative 6,460,676,247.62 93.510

Withheld 448,433,493.60 6.490

TOTAL 6,909,109,741.22 100.000

DONALD J. KIRK
Affirmative 6,456,684,925.93 93.452

Withheld 452,424,815.29 6.548

TOTAL 6,909,109,741.22 100.000

# OF % OF
VOTES CAST VOTES CAST
PETER S. LYNCH
Affirmative 6,459,937,469.58 93.499

Withheld 449,172,271.64 6.501

TOTAL 6,909,109,741.22 100.000

WILLIAM O. MCCOY
Affirmative 6,457,044,561.35 93.457

Withheld 452,065,179.87 6.543

TOTAL 6,909,109,741.22 100.000

GERALD C. MCDONOUGH
Affirmative 6,447,556,799.89 93.320

Withheld 461,552,941.33 6.680

TOTAL 6,909,109,741.22 100.000

MARVIN L. MANN
Affirmative 6,458,028,797.63 93.471

Withheld 451,080,943.59 6.529

TOTAL 6,909,109,741.22 100.000

ROBERT C. POZEN
Affirmative 6,436,313,895.12 93.157

Withheld 472,795,846.10 6.843

TOTAL 6,909,109,741.22 100.000

THOMAS R. WILLIAMS
Affirmative 6,447,589,960.53 93.320

Withheld 461,519,780.69 6.680

TOTAL 6,909,109,741.22 100.000

PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the fund.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,719,342,954.36 92.714

Against 31,926,400.72 1.721

Abstain 103,196,276.87 5.565

TOTAL 1,854,465,631.95 100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration
of Trust.*

# OF % OF
VOTES CAST VOTES CAST
Affirmative 5,992,780,995.57 86.740

Against 218,788,797.26 3.167

Abstain 697,326,989.54 10.093

TOTAL 6,908,896,782.37 100.000

Not Voting 212,958.85

PROPOSAL 4

To approve an amended management contract for the fund.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,645,011,275.46 88.705

Against 58,383,587.99 3.149

Abstain 151,070,768.50 8.146

TOTAL 1,854,465,631.95 100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. for the
fund.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 1,637,659,053.57 88.309

Against 57,445,250.54 3.098

Abstain 159,361,327.84 8.593

TOTAL 1,854,465,631.95 100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East for the
fund.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,638,448,827.54 88.352

Against 56,850,045.51 3.065

Abstain 159,166,758.90 8.583

TOTAL 1,854,465,631.95 100.000

PROPOSAL 7

To approve a Distribution and Service Plan pursuant to rule 12b-1 for
the fund.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,609,479,462.76 86.789

Against 86,177,898.63 4.647

Abstain 158,808,270.56 8.564

TOTAL 1,854,465,631.95 100.000

PROPOSAL 8

To eliminate certain fundamental investment policies of the fund.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,601,522,832.68 86.360

Against 89,976,520.46 4.852

Abstain 162,966,278.81 8.788

TOTAL 1,854,465,631.95 100.000

PROPOSAL 9

To amend the fundamental investment limitation concerning
diversification to exclude securities of other investment companies
from the limitation for the fund.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,608,781,378.21 86.752

Against 87,937,943.55 4.742

Abstain 157,746,310.19 8.506

TOTAL 1,845,465,631.95 100.000

PROPOSAL 10

To amend the fund's fundamental investment limitation concerning
concentration.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,614,178,372.68 87.043

Against 80,334,501.92 4.332

Abstain 159,952,757.35 8.625

TOTAL 1,845,465,631.95 100.000

*DENOTES TRUST-WIDE PROPOSALS AND VOTING RESULTS.

MANAGING YOUR INVESTMENTS

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

BY PHONE

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

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))

1-800-544-5555

PRESS

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

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

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

If you are not currently on the Internet, call EarthLink Sprint at
1-800-288-2967, and be sure to ask for registration number SMD004 to
receive a special Fidelity package that includes 30 days of free
Internet access. EarthLink is North America's #1 independent Internet
access provider.

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

Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-0240 or visit our web site for more information on how to
manage your investments via your PC.

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

TO 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 75039-5587

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

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

SELLING SHARES

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

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75039-5587

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

8 Montgomery 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

Three Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

801 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 Old N. 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

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 72nd Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

RHODE ISLAND

47 Providence Place
Providence, RI

TENNESSEE

6150 Poplar Avenue
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

1861 International 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.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Ltd.

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Harry W. Lange, Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Matthew N. Karstetter, Deputy Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

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

ADVISORY BOARD
J. Michael Cook
Abigail P. Johnson

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

CAF-SANN-0600 104114
1.703454.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
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FIDELITY(REGISTERED TRADEMARK)
DISCIPLINED EQUITY
FUND

SEMIANNUAL REPORT
APRIL 30, 2000

(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.

PROXY VOTING RESULTS 25

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, 2000 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY DISCIPLINED EQUITY 12.76% 18.92% 180.27% 466.75%

S&P 500 (registered trademark) 7.20% 10.13% 208.38% 459.05%

Growth Funds Average 16.99% 22.75% 192.81% 411.42%

</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 1349 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges. Lipper has created new comparison categories that group funds
according to portfolio characteristics and capitalization, as well as
by capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 2000 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY DISCIPLINED EQUITY 18.92% 22.89% 18.94%

S&P 500 10.13% 25.26% 18.78%

Growth Funds Average 22.75% 23.27% 17.21%

$10,000 OVER 10 YEARS
Disciplined Equity S&P 500
00315 SP001
1990/04/30 10000.00 10000.00
1990/05/31 10921.66 10975.00
1990/06/30 11036.87 10900.37
1990/07/31 10998.46 10865.49
1990/08/31 9930.88 9883.25
1990/09/30 9362.52 9401.93
1990/10/31 9231.95 9361.51
1990/11/30 9969.28 9966.26
1990/12/31 10303.11 10244.32
1991/01/31 10908.25 10690.97
1991/02/28 11780.59 11455.37
1991/03/31 12063.52 11732.59
1991/04/30 12173.54 11760.75
1991/05/31 12645.08 12268.82
1991/06/30 11984.93 11706.91
1991/07/31 12582.21 12252.45
1991/08/31 12880.85 12542.83
1991/09/30 12833.70 12333.37
1991/10/31 13155.91 12498.63
1991/11/30 12660.80 11994.94
1991/12/31 14014.61 13367.16
1992/01/31 14301.15 13118.53
1992/02/29 14648.48 13289.07
1992/03/31 14466.13 13029.93
1992/04/30 14648.48 13413.01
1992/05/31 14674.52 13478.74
1992/06/30 14526.91 13277.90
1992/07/31 15221.56 13820.97
1992/08/31 14856.87 13537.64
1992/09/30 14952.39 13697.38
1992/10/31 14995.80 13745.33
1992/11/30 15534.16 14214.04
1992/12/31 15868.20 14388.87
1993/01/31 16174.96 14509.74
1993/02/28 16072.71 14707.07
1993/03/31 16565.40 15017.39
1993/04/30 16016.93 14653.97
1993/05/31 16509.62 15046.70
1993/06/30 16807.09 15090.33
1993/07/31 16723.43 15029.97
1993/08/31 17485.69 15599.61
1993/09/30 18034.16 15479.49
1993/10/31 18108.52 15799.92
1993/11/30 17550.77 15649.82
1993/12/31 18079.56 15839.18
1994/01/31 18964.64 16377.71
1994/02/28 18735.92 15933.88
1994/03/31 17801.11 15239.16
1994/04/30 18328.18 15434.22
1994/05/31 18218.79 15687.34
1994/06/30 17701.66 15303.00
1994/07/31 18139.23 15804.94
1994/08/31 19064.09 16452.94
1994/09/30 18517.13 16049.84
1994/10/31 18835.36 16410.97
1994/11/30 18268.51 15813.28
1994/12/31 18623.20 16047.79
1995/01/31 18332.54 16463.91
1995/02/28 19235.67 17105.51
1995/03/31 19713.19 17610.29
1995/04/30 20221.85 18128.91
1995/05/31 20844.70 18853.53
1995/06/30 21778.98 19291.49
1995/07/31 23097.34 19931.20
1995/08/31 23180.39 19981.23
1995/09/30 24125.04 20824.44
1995/10/31 23917.43 20750.09
1995/11/30 24270.37 21661.02
1995/12/31 24025.92 22078.21
1996/01/31 24444.98 22829.75
1996/02/29 24712.71 23041.39
1996/03/31 24829.12 23263.28
1996/04/30 25329.66 23606.18
1996/05/31 25993.16 24214.98
1996/06/30 25620.67 24307.24
1996/07/31 24188.89 23233.34
1996/08/31 24677.79 23723.34
1996/09/30 25853.48 25058.49
1996/10/31 26621.75 25749.60
1996/11/30 28123.37 27696.01
1996/12/31 27656.84 27147.35
1997/01/31 29250.50 28843.52
1997/02/28 28986.98 29069.65
1997/03/31 27995.65 27875.18
1997/04/30 29024.63 29539.33
1997/05/31 30881.80 31337.68
1997/06/30 32262.13 32741.61
1997/07/31 35361.61 35346.86
1997/08/31 33667.56 33366.73
1997/09/30 36039.22 35194.23
1997/10/31 34784.38 34018.74
1997/11/30 36014.13 35593.47
1997/12/31 36869.19 36204.61
1998/01/31 36897.70 36605.03
1998/02/28 39791.92 39244.98
1998/03/31 41901.99 41254.72
1998/04/30 42643.36 41669.74
1998/05/31 41616.84 40953.44
1998/06/30 42700.39 42616.97
1998/07/31 41673.87 42163.10
1998/08/31 35386.43 36067.16
1998/09/30 37111.56 38377.62
1998/10/31 39364.20 41499.25
1998/11/30 41374.47 44014.52
1998/12/31 44916.74 46550.64
1999/01/31 47107.43 48497.39
1999/02/28 45483.56 46990.09
1999/03/31 47122.75 48870.16
1999/04/30 47658.93 50762.90
1999/05/31 46755.08 49564.39
1999/06/30 49665.78 52315.21
1999/07/31 48991.72 50681.93
1999/08/31 49007.04 50431.06
1999/09/30 47873.40 49048.74
1999/10/31 50263.24 52152.55
1999/11/30 51350.92 53212.81
1999/12/31 54981.39 56347.04
2000/01/31 52314.31 53516.17
2000/02/29 53161.29 52503.11
2000/03/31 57576.38 57639.49
2000/04/28 56675.34 55905.11
IMATRL PRASUN SHR__CHT 20000430 20000518 115541 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Disciplined Equity Fund on April 30, 1990. As the
chart shows, by April 30, 2000, the value of the investment would have
grown to $56,675 - a 466.75% increase on the initial investment. For
comparison, look at how the Standard & Poor's 500 Index did over the
same period. With dividends and capital gains, if any, reinvested, the
same $10,000 would have grown to $55,905 - a 459.05% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER MULTI-CAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTI-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF APRIL 30, 2000, THE SIX
MONTH, ONE YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE TOTAL RETURNS FOR
THE MULTI-CAP CORE FUNDS AVERAGE WERE 13.64%, 15.59%, 160.86%, AND
365.85%, RESPECTIVELY; AND THE ONE YEAR, FIVE YEAR AND 10 YEAR AVERAGE
ANNUAL TOTAL RETURNS WERE, 15.59%, 20.84%, AND 16.31%, RESPECTIVELY.
THE SIX MONTH, ONE YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE TOTAL
RETURNS FOR THE MULTI-CAP SUPERGROUP AVERAGE WERE, 15.56%, 19.03%,
167.28%, AND 370.61%, RESPECTIVELY; AND THE ONE YEAR, FIVE YEAR AND 10
YEAR AVERAGE ANNUAL TOTAL RETURNS WERE 19.03%, 20.91%, AND 16.13%,
RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

A prolonged period of market
consistency that fostered seemingly
fixed expectations of rising
technology stocks reversed course
with a sudden change in investor
sentiment during the latter part of the
six-month period that ended April
30, 2000. To wit: After rising to a high
of 5048 on March 10, the tech-heavy
NASDAQ Composite Index - the
benchmark for new economy stocks
that outperformed most other
domestic equity indexes in 1999 -
experienced a pullback in April.
Shortly after experiencing a
10%-20% correction in March, the
NASDAQ sank a full 25% during a
single week in mid-April, dropping
the index to 3321 and hampering its
30.28% return for the period. At the
same time, investors retreated to the
safety of larger companies, such as
those listed in the Standard & Poor's
500SM Index, which ended the period
with a 7.20% return. Another index
of well-established stocks - the Dow
Jones Industrial Average - surged
higher during the NASDAQ's
plummet, but the brief rally wasn't
enough to significantly offset the
blue-chip benchmark's poor returns
earlier in the period, as the Dow
eked out a 0.78% gain. Interest in
stocks of smaller companies followed
a similar pattern to the NASDAQ, as
the Russell 2000(Registered trademark) Index - a
barometer of small-cap stocks -
returned a robust 18.72%, but also
experienced monthly declines of more
than 6% in both March and April.

(photograph of Steven Snider)

NOTE TO SHAREHOLDERS: Steven Snider became Portfolio Manager of
Fidelity Disciplined Equity Fund on May 1, 2000, after the end of the
period covered by this report.

Q. HOW DID THE FUND PERFORM, STEVE?

A. For the six months ending April 30, 2000, the fund returned 12.76%.
Over the same time period, the Standard & Poor's 500 Index returned
7.20% and the growth funds average as tracked by Lipper Inc. returned
16.99%. For the 12 months ending April 30, 2000, the fund returned
18.92%, while the S&P gained 10.13% and the Lipper peer group average
reported gains of 22.75%.

Q. WHY DID THE FUND OUTPERFORM THE S&P 500 INDEX AND NOT THE LIPPER
PEER GROUP?

A. The answer can be found by looking at the fund's technology
holdings. Relative to the S&P 500 index, the fund's outperformance was
due to superior stock selection, particularly among tech stocks, even
though the fund's overall technology weighting matched the index
throughout the period. Compared to its peers, the fund was
significantly underweighted in technology stocks - the average growth
fund in the Lipper peer group was 9% overweighted in tech stocks
compared to the fund. The technology sector in general had extremely
strong performance during most of the period, far outdistancing any
other sector of the market, so funds with large technology positions
received a considerable boost to performance, with a commensurate
increase in risk. Disciplined Equity's objective is to outperform the
S&P 500 consistently with minimal risk - over the long run I feel this
is the way to outperform the majority of peer funds as well.

Q. WHY DIDN'T THE FUND HOLD MORE TECHNOLOGY STOCKS?

A. That isn't the way the fund is designed to work. Investors familiar
with the fund know that, in general, the fund runs very tightly
controlled sector weightings and doesn't make large sector deviations
from its benchmark, or its risk profile. The quantitative models we
use favor companies with strong earnings and revenue growth,
reasonable valuations, and good business and profitability models.
During the most recent technology stock boom, it didn't seem to matter
if a company had good fundamentals. Most got swept along in the wave
and performed well regardless of earnings.

Q. WHAT AREAS AFFECTED THE FUND'S PERFORMANCE, BOTH POSITIVELY AND
NEGATIVELY?

A. Technology stocks led the list in terms of both positive and
negative impact on the fund. Companies such as Applied Materials,
Texas Instruments and LSI Logic positively affected the fund's
performance with returns of 125%, 82% and 135%, respectively, for the
past six months. On the opposite side, Microsoft was the largest
detractor from the fund's performance amid concerns about the
company's future. Also hurting performance were the fund's
underweighted positions in Oracle and Cisco Systems - both of which
reported tremendous earnings during the period. Other contributors to
performance were utilities stocks, particularly Qualcomm, a leading
digital wireless communications company. An underweighting in the
finance sector, chiefly among regional banks, also helped. Additional
detractors were Royal Caribbean, the cruise ship operator, which
suffered from increased competition and higher oil prices, and
multinational oil company Atlantic Richfield, which sold off due to
uncertainty that a proposed acquisition by British Petroleum would be
blocked. However, the deal finally occurred in late April.

Q. DO YOU SEE YOURSELF MAKING ANY CHANGES TO THE WAY THE FUND HAS BEEN
MANAGED?

A. No, investors shouldn't be concerned that I'll make drastic changes
in the fund. One of the benefits of having a quantitative fund, such
as Disciplined Equity, is that the models are already in place,
they've been tested and they will continue to run as they were
designed. That doesn't mean that we don't continually look for ways to
improve the models, it simply means that the management style of the
fund will not change. I've been very fortunate to have had the
opportunity to work closely with Brad Lewis, the fund's previous
manager, for the past eight years. My goal is to make the transition
as transparent as possible for shareholders.

Q. WHAT IS YOUR OUTLOOK FOR THE FUND, STEVE?

A. My outlook for the fund is positive. The prospects for the U.S.
economy continue to be bright and profit growth estimates are strong.
In addition, we are seeing signs that the narrow market we've
experienced over the past year or two is broadening. This should bring
us back to a more normal market environment, where performance is not
driven solely by one sector, and where the best-valued stocks should
perform better across the board. This plays to the strength of funds
like Disciplined Equity.

(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, 2000,
more than $3.6 billion

MANAGER: Steven Snider,
since May 2000; equity
subportfolio manager,
Fidelity VIP II: Asset Manager
Portfolio and VIP II: Asset
Manager Growth Portfolio,
since 1997; manager, various
equity portfolios for Fidelity
Management Trust Company,
since 1994; joined Fidelity in
1992

STEVE SNIDER DISCUSSES THE
FUND'S INVESTMENT PROCESS:

"The investment management
process for Disciplined Equity
relies on a series of proprietary
quantitative models, with input from
Fidelity's fundamental research
organization. There are essentially
three steps in the process.

"The first is to forecast expected
returns for a universe of over
3,000 stocks. We begin with an
extensive database, going back many
years, containing over 50 data items
on each stock, including ratios from
the balance sheet and income
statements, relative strength
measures, consensus earnings
estimates and other factors. A
variety of models evaluate the data,
identify combinations of inputs to best
predict stock performance, and
produce a score based on a stock's
attractiveness.

"The second step is to create a
well-diversified portfolio. A program,
called an optimizer, takes the return
forecasts and calculates the best
combination of stocks to maximize
the fund's predicted return, subject to
certain restrictions - including
sector weights and trading costs. I
use the output to decide which
stocks to buy, hold or sell on any
given day.

"The final step is trading the stocks.
In this component, I work with
Fidelity's sophisticated trading room
to obtain the best execution while
minimizing the impact of those
trades on the market.

"While the quantitative models
are crucial to the investment
management process, Fidelity's
extensive fundamental research
capabilities are an invaluable
resource, particularly in cases of
late-breaking news not yet captured
by the quantitative databases at
the core of Fidelity Disciplined
Equity Fund."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 2000

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

General Electric Co. 4.4 3.9

Applied Materials, Inc. 4.1 2.0

Intel Corp. 3.6 1.2

LSI Logic Corp. 3.2 0.4

Wal-Mart Stores, Inc. 3.1 2.5

Cisco Systems, Inc. 3.0 2.0

Texas Instruments, Inc. 2.9 2.4

Oracle Corp. 2.8 0.0

Quaker Oats Co. 2.7 1.7

Microsoft Corp. 2.7 2.0

32.5 18.1

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 2000

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

Technology 33.5 25.5

Finance 12.1 13.0

Health 9.1 8.8

Utilities 8.5 9.7

Energy 7.8 6.8

</TABLE>

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

AS OF APRIL 30, 2000 * AS OF OCTOBER 31, 1999 **

Stocks 94.2% Stocks 97.5%

Short-Term Investments and Short-Term Investments and
Net Other Assets 5.8% Net Other Assets 2.5%

* FOREIGN INVESTMENTS 2.6% ** FOREIGN INVESTMENTS 0.9%

Row: 1, Col: 1, Value: 94.2 Row: 1, Col: 1, Value: 97.5
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 5.8 Row: 1, Col: 8, Value: 2.5

</TABLE>

INVESTMENTS APRIL 30, 2000 (UNAUDITED)

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 94.2%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 0.0%

Advanced Aerodynamics & 143,200 $ 618
Structures, Inc. Class A (a)

BASIC INDUSTRIES - 2.1%

CHEMICALS & PLASTICS - 1.0%

Avery Dennison Corp. 232,000 15,225

Pharmacia Corp. 210,630 10,518

Praxair, Inc. 227,000 10,087

35,830

METALS & MINING - 0.2%

Alcoa, Inc. 94,600 6,137

PAPER & FOREST PRODUCTS - 0.9%

Champion International Corp. 149,000 9,797

Kimberly-Clark Corp. 386,800 22,459

32,256

TOTAL BASIC INDUSTRIES 74,223

DURABLES - 2.7%

AUTOS, TIRES, & ACCESSORIES -
0.5%

Delphi Automotive Systems 880,000 16,830
Corp.

CONSUMER DURABLES - 2.0%

Minnesota Mining & 856,000 74,044
Manufacturing Co.

CONSUMER ELECTRONICS - 0.2%

Whirlpool Corp. 137,000 8,922

TOTAL DURABLES 99,796

ENERGY - 7.8%

ENERGY SERVICES - 0.4%

BJ Services Co. (a) 127,500 8,957

Noble Drilling Corp. (a) 200,000 7,988

16,945

OIL & GAS - 7.4%

Amerada Hess Corp. 150,000 9,544

BP Amoco PLC sponsored ADR 1,194,904 60,940

Chevron Corp. 986,000 83,933

Exxon Mobil Corp. 850,745 66,092

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Kerr-McGee Corp. 300,000 $ 15,525

Royal Dutch Petroleum Co. (NY 600,000 34,425
Shares)

270,459

TOTAL ENERGY 287,404

FINANCE - 12.1%

BANKS - 2.3%

Chase Manhattan Corp. 1,016,000 73,216

J.P. Morgan & Co., Inc. 99,800 12,812

UnionBanCal Corp. 1,059 29

86,057

CREDIT & OTHER FINANCE - 2.1%

Citigroup, Inc. 1,182,000 70,255

Concord EFS, Inc. (a) 250,000 5,594

75,849

FEDERAL SPONSORED CREDIT - 1.1%

Fannie Mae 669,000 40,349

INSURANCE - 3.7%

AFLAC, Inc. 590,400 28,819

AMBAC Financial Group, Inc. 72,400 3,475

American International Group, 200,000 21,938
Inc.

CIGNA Corp. 900,700 71,831

MGIC Investment Corp. 212,000 10,136

136,199

SECURITIES INDUSTRY - 2.9%

AXA Financial, Inc. 621,700 20,283

DLJ, Inc. 80,000 3,335

Lehman Brothers Holdings, 628,800 51,601
Inc.

Morgan Stanley Dean Witter & 400,000 30,700
Co.

105,919

TOTAL FINANCE 444,373

HEALTH - 9.1%

DRUGS & PHARMACEUTICALS - 5.9%

Allergan, Inc. 878,400 51,716

Amgen, Inc. (a) 750,000 42,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Chiron Corp. (a) 334,000 $ 15,114

Genzyme Corp. - General 250,000 12,203
Division

Immunex Corp. (a) 500,000 19,688

IVAX Corp. (a) 250,000 6,844

Jones Pharma, Inc. 200,000 5,763

Pfizer, Inc. 376,943 15,879

Schering-Plough Corp. 1,200,000 48,375

217,582

MEDICAL EQUIPMENT & SUPPLIES
- 0.5%

Guidant Corp. (a) 300,000 17,213

MEDICAL FACILITIES MANAGEMENT
- 2.7%

Columbia/HCA Healthcare Corp. 310,600 8,833

UnitedHealth Group, Inc. 893,000 59,552

Wellpoint Health Networks, 400,000 29,500
Inc. (a)

97,885

TOTAL HEALTH 332,680

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.4%

ELECTRICAL EQUIPMENT - 5.0%

Energizer Holdings, Inc. (a) 110,166 1,880

General Electric Co. 1,030,000 161,960

Scientific-Atlanta, Inc. 300,000 19,519

183,359

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.4%

Dover Corp. 157,000 7,978

Pall Corp. 150,000 3,347

Parker-Hannifin Corp. 112,000 5,208

16,533

TOTAL INDUSTRIAL MACHINERY & 199,892
EQUIPMENT

MEDIA & LEISURE - 2.4%

ENTERTAINMENT - 0.3%

Royal Caribbean Cruises Ltd. 404,000 8,408

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

PUBLISHING - 2.1%

Gannett Co., Inc. 181,500 $ 11,593

McGraw-Hill Companies, Inc. 1,268,800 66,612

78,205

TOTAL MEDIA & LEISURE 86,613

NONDURABLES - 4.7%

BEVERAGES - 1.3%

Anheuser-Busch Companies, 395,500 27,907
Inc.

The Coca-Cola Co. 400,000 18,825

46,732

FOODS - 3.2%

Bestfoods 99,000 4,975

Quaker Oats Co. 1,549,000 100,975

Ralston Purina Co. 330,500 5,846

Sysco Corp. 187,000 7,036

118,832

HOUSEHOLD PRODUCTS - 0.2%

Colgate-Palmolive Co. 151,300 8,643

TOTAL NONDURABLES 174,207

RETAIL & WHOLESALE - 5.4%

APPAREL STORES - 0.4%

The Limited, Inc. 350,000 15,816

GENERAL MERCHANDISE STORES -
4.5%

BJ's Wholesale Club, Inc. (a) 200,000 7,088

Target Corp. 652,000 43,399

Wal-Mart Stores, Inc. 2,083,700 115,385

165,872

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.5%

Lowe's Companies, Inc. 152,500 7,549

Tandy Corp. 50,000 2,850

Tiffany & Co., Inc. 100,000 7,269

17,668

TOTAL RETAIL & WHOLESALE 199,356

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - 0.4%

ADVERTISING - 0.2%

Omnicom Group, Inc. 75,000 $ 6,830

LEASING & RENTAL - 0.2%

Hertz Corp. Class A 287,500 8,966

TOTAL SERVICES 15,796

TECHNOLOGY - 33.5%

COMMUNICATIONS EQUIPMENT - 4.0%

Cisco Systems, Inc. (a) 1,613,700 111,875

Corning, Inc. 191,800 37,881

149,756

COMPUTER SERVICES & SOFTWARE
- 7.8%

Adobe Systems, Inc. 288,900 34,939

America Online, Inc. (a) 137,100 8,200

First Data Corp. 505,000 24,587

Microsoft Corp. (a) 1,407,200 98,152

Nuance Communications, Inc. 1,700 51

Oracle Corp. (a) 1,296,700 103,655

VERITAS Software Corp. (a) 161,100 17,280

286,864

COMPUTERS & OFFICE EQUIPMENT
- 5.6%

Adaptec, Inc. (a) 161,300 4,355

EMC Corp. (a) 400,000 55,575

Hewlett-Packard Co. 300,000 40,500

International Business 500,000 55,813
Machines Corp.

Lexmark International Group, 230,900 27,246
Inc. Class A (a)

Sun Microsystems, Inc. (a) 239,200 21,991

205,480

ELECTRONIC INSTRUMENTS - 5.0%

Applied Materials, Inc. (a) 1,470,000 149,664

KLA-Tencor Corp. (a) 439,800 32,930

182,594

ELECTRONICS - 11.1%

Altera Corp. (a) 290,700 29,724

Integrated Device Technology, 200,000 9,613
Inc. (a)

Intel Corp. 1,033,700 131,086

LSI Logic Corp. (a) 1,881,400 117,588

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Texas Instruments, Inc. 661,500 $ 107,742

Tyco International Ltd. 280,200 12,872

408,625

TOTAL TECHNOLOGY 1,233,319

TRANSPORTATION - 0.1%

AIR TRANSPORTATION - 0.1%

Southwest Airlines Co. 100,000 2,169

UTILITIES - 8.5%

CELLULAR - 0.2%

Nextel Communications, Inc. 50,000 5,472
Class A (a)

QUALCOMM, Inc. (a) 9,400 1,019

6,491

ELECTRIC UTILITY - 4.4%

Allegheny Energy, Inc. 300,000 9,113

Energy East Corp. 683,900 14,276

FPL Group, Inc. 367,000 16,584

GPU, Inc. 653,200 18,330

PG&E Corp. 500,000 12,969

PPL Corp. 831,400 19,850

Public Service Enterprise 1,568,000 56,252
Group, Inc.

Reliant Energy, Inc. 500,000 13,313

160,687

GAS - 1.7%

El Paso Energy Corp. 142,000 6,035

Enron Corp. 500,000 34,844

KeySpan Corp. 200,000 5,875

Kinder Morgan, Inc. 300,000 9,094

Sempra Energy 450,000 8,353

64,201

TELEPHONE SERVICES - 2.2%

BellSouth Corp. 1,642,200 79,955

TOTAL UTILITIES 311,334

TOTAL COMMON STOCKS 3,461,780
(Cost $2,952,445)

CASH EQUIVALENTS - 5.8%

SHARES VALUE (NOTE 1) (000S)

Taxable Central Cash Fund, 213,220,358 $ 213,220
5.77% (b) (Cost $213,220)

TOTAL INVESTMENT PORTFOLIO - 3,675,000
100.0%
(Cost $3,165,665)

NET OTHER ASSETS - 0.0% (1,425)

NET ASSETS - 100% $ 3,673,575

</TABLE>

LEGEND

(a) Non-income producing

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

INCOME TAX INFORMATION

At April 30, 2000, the aggregate cost of investment securities for
income tax purposes was $3,168,469,000. Net unrealized appreciation
aggregated $506,531,000, of which $625,886,000 related to appreciated
investment securities and $119,355,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) APRIL 30,
2000 (UNAUDITED)

ASSETS

Investment in securities, at $ 3,675,000
value (cost $3,165,665) -
See accompanying schedule

Receivable for fund shares 3,651
sold

Dividends receivable 1,803

Interest receivable 901

Other receivables 610

TOTAL ASSETS 3,681,965

LIABILITIES

Payable for fund shares $ 5,700
redeemed

Accrued management fee 2,042

Other payables and accrued 648
expenses

TOTAL LIABILITIES 8,390

NET ASSETS $ 3,673,575

Net Assets consist of:

Paid in capital $ 2,637,135

Undistributed net investment 7,601
income

Accumulated undistributed net 519,504
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 509,335
(depreciation) on investments

NET ASSETS, for 116,809 $ 3,673,575
shares outstanding

NET ASSET VALUE, offering $31.45
price and redemption price
per share ($3,673,575
(divided by) 116,809 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

INVESTMENT INCOME $ 19,845
Dividends

Interest 4,800

Security lending 1

TOTAL INCOME 24,646

EXPENSES

Management fee Basic fee $ 10,159

Performance adjustment (798)

Transfer agent fees 3,353

Accounting and security 351
lending fees

Non-interested trustees' 8
compensation

Custodian fees and expenses 34

Registration fees 148

Audit 25

Legal 73

Reports to shareholders 133

Miscellaneous 4

Total expenses before 13,490
reductions

Expense reductions (576) 12,914

NET INVESTMENT INCOME 11,732

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

Investment securities 523,139

Foreign currency transactions 3 523,142

Change in net unrealized (113,509)
appreciation (depreciation)
on investment securities

NET GAIN (LOSS) 409,633

NET INCREASE (DECREASE) IN $ 421,365
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, 1999
2000 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 11,732 $ 25,422
income

Net realized gain (loss) 523,142 539,184

Change in net unrealized (113,509) 188,380
appreciation (depreciation)

NET INCREASE (DECREASE) IN 421,365 752,986
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (27,471) (22,198)
From net investment income

From net realized gain (498,429) (183,652)

TOTAL DISTRIBUTIONS (525,900) (205,850)

Share transactions Net 482,303 599,096
proceeds from sales of shares

Reinvestment of distributions 503,449 198,151

Cost of shares redeemed (529,859) (823,238)

NET INCREASE (DECREASE) IN 455,893 (25,991)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 351,358 521,145
IN NET ASSETS

NET ASSETS

Beginning of period 3,322,217 2,801,072

End of period (including $ 3,673,575 $ 3,322,217
undistributed net investment
income of $7,601 and
$23,340, respectively)

OTHER INFORMATION
Shares

Sold 15,743 19,580

Issued in reinvestment of 17,171 7,237
distributions

Redeemed (17,361) (27,001)

Net increase (decrease) 15,553 (184)

</TABLE>

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

SIX MONTHS ENDED APRIL 30, 2000 YEARS ENDED OCTOBER 31,

(UNAUDITED) 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 32.81 $ 27.61 $ 27.72 $ 22.87 $ 23.04 $ 18.94
period

Income from Investment
Operations

Net investment income .10 D .25 D .31 D .32 D .26 .30

Net realized and unrealized 3.71 6.99 3.13 6.25 2.10 4.57
gain (loss)

Total from investment 3.81 7.24 3.44 6.57 2.36 4.87
operations

Less Distributions

From net investment income (.27) (.22) (.25) (.23) (.30) (.25)

From net realized gain (4.90) (1.82) (3.30) (1.49) (2.23) (.52)

Total distributions (5.17) (2.04) (3.55) (1.72) (2.53) (.77)

Net asset value, end of $ 31.45 $ 32.81 $ 27.61 $ 27.72 $ 22.87 $ 23.04
period

TOTAL RETURN B, C 12.76% 27.69% 13.17% 30.66% 11.31% 26.98%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 3,674 $ 3,322 $ 2,801 $ 2,358 $ 2,146 $ 2,088
(in millions)

Ratio of expenses to average .78% A .65% .67% .69% .81% .96%
net assets

Ratio of expenses to average .74% A, E .62% E .64% E .64% E .75% E .93% E
net assets after expense
reductions

Ratio of net investment .68% A .80% 1.10% 1.28% 1.22% 1.81%
income to average net assets

Portfolio turnover rate 175% A 113% 125% 127% 297% 221%

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 2000 (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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange) are valued primarily using dealer-supplied valuations or at
their fair value. Short-term securities with remaining maturities of
sixty days or less for which quotations are not readily available are
valued at amortized cost or original cost plus accrued interest, both
of which approximate current value.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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.

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.

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.

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

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $2,903,920,000 and $3,091,504,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2167% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annualized rate of .54% of average
net assets after the performance adjustment.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

5. SECURITY LENDING.

6. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $520,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $1,000 and $55,000, respectively, under these arrangements.

PROXY VOTING RESULTS

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# OF % OF
SHARES VOTED SHARES VOTED
PHYLLIS BURKE DAVIS
Affirmative 6,452,207,010.46 93.387

Withheld 456,902,730.76 6.613

TOTAL 6,909,109,741.22 100.000

RALPH F. COX
Affirmative 6,454,635,392.01 93.422

Withheld 454,474,349.21 6.578

TOTAL 6,909,109,741.22 100.000

ROBERT M. GATES
Affirmative 6,452,253,108.65 93.388

Withheld 456,856,632.57 6.612

TOTAL 6,909,109,741.22 100.000

EDWARD C. JOHNSON 3D
Affirmative 6,456,108,647.32 93.443

Withheld 453,001,093.90 6.557

TOTAL 6,909,109,741.22 100.000

DONALD J. KIRK
Affirmative 6,456,684,925.93 93.452

Withheld 452,424,815.29 6.548

TOTAL 6,909,109,741.22 100.000

NED C. LAUTENBACH
Affirmative 6,460,676,247.62 93.510

Withheld 448,433,493.60 6.490

TOTAL 6,909,109,741.22 100.000

# OF % OF
SHARES VOTED SHARES VOTED
PETER S. LYNCH
Affirmative 6,459,937,469.58 93.499

Withheld 449,172,271.64 6.501

TOTAL 6,909,109,741.22 100.000

WILLIAM O. MCCOY
Affirmative 6,457,044,561.35 93.457

Withheld 452,065,179.87 6.543

TOTAL 6,909,109,741.22 100.000

GERALD C. MCDONOUGH
Affirmative 6,447,556,799.89 93.320

Withheld 461,552,941.33 6.680

TOTAL 6,909,109,741.22 100.000

MARVIN L. MANN
Affirmative 6,458,028,797.63 93.471

Withheld 451,080,943.59 6.529

TOTAL 6,909,109,741.22 100.000

ROBERT C. POZEN
Affirmative 6,436,313,895.12 93.157

Withheld 472,795,846.10 6.843

TOTAL 6,909,109,741.22 100.000

THOMAS R. WILLIAMS
Affirmative 6,447,589,960.53 93.320

Withheld 461,519,780.69 6.680

TOTAL 6,909,109,741.22 100.000

PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the fund.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 1,646,733,530.11 92.027

Against 26,554,295.23 1.484

Abstain 116,111,400.57 6.489

TOTAL 1,789,399,225.91 100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration
of Trust.*

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 5,992,780,995.57 86.740

Against 218,788,797.26 3.167

Abstain 697,326,989.54 10.093

TOTAL 6,908,896,782.37 100.000

Broker Non-Votes 212,958.85

PROPOSAL 4

To approve an amended management contract for the fund that would
reduce the management fee payable to FMR by the fund as FMR's assets
under management increase, allow future modifications of the contract
without a shareholder vote if permitted by the 1940 Act, and would
modify the performance adjustment calculation to calculate the fund's
investment performance and that of its comparative index to the
nearest 0.01%.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 1,555,758,832.67 86.943

Against 51,063,496.89 2.854

Abstain 182,576,896.35 10.203

TOTAL 1,789,399,225.91 100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to allow
FMR, FMR U.K., and the trust, on behalf of the fund, to modify the
agreement subject to the requirements of the 1940 Act.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 1,543,358,508.02 86.250

Against 50,459,273.95 2.820

Abstain 195,581,443.94 10.930

TOTAL 1,789,399,225.91 100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to
allow FMR, FMR Far East, and the trust, on behalf of the fund, to
modify the agreement subject to the requirements of the 1940 Act.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 1,537,205,996.35 85.906

Against 55,130,464.05 3.081

Abstain 197,062,765.51 11.013

TOTAL 1,789,399,225.91 100.000

PROPOSAL 7

To eliminate a fundamental investment policy of the fund.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 1,472,977,902.69 82.317

Against 115,687,394.44 6.465

Abstain 200,733,928.78 11.218

TOTAL 1,789,399,225.91 100.000

PROPOSAL 8

To amend the fundamental investment limitation concerning
diversification to exclude "securities of other investment companies"
from the limitation.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 1,495,428,281.25 83.572

Against 98,600,873.71 5.510

Abstain 195,370,070.95 10.918

TOTAL 1,789,399,225.91 100.000

* DENOTES TRUST-WIDE PROPOSALS AND VOTING RESULTS.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))

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

(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
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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 75039-5587

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

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

SELLING SHARES

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

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75039-5587

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
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10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
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7676 Hazard Center Drive
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8 Montgomery Street
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950 Northgate Drive
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1400 Civic Drive
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6300 Canoga Avenue
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COLORADO

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Denver, CO

CONNECTICUT

48 West Putnam Avenue
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265 Church Street
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222 Delaware Avenue
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4400 N. Federal Highway
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8880 Tamiami Trail, North
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One North Franklin Street
Chicago, IL

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4729 East 82nd Street
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MAINE

Three Canal Plaza
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7401 Wisconsin Avenue
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801 Boylston Street
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Boston, MA

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280 Old N. Woodward Ave.
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7600 France Avenue South
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700 West 47th Street
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8885 Ladue Road
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NEW JERSEY

150 Essex Street
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56 South Street
Morristown, NJ

501 Route 17, South
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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 72nd Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

RHODE ISLAND

47 Providence Place
Providence, RI

TENNESSEE

6150 Poplar Avenue
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

1861 International 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.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Ltd.

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Robert A. Lawrence, Vice President
Steven Snider, Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Matthew N. Karstetter, Deputy Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

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

ADVISORY BOARD
J. Michael Cook

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

*INDEPENDENT TRUSTEES

FDE-SANN-0600 103940
1.703636.102

CUSTODIAN
State Street Bank and Trust
North Quincy, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund (registered trademark)
Contrafund (registered trademark) II
Disciplined Equity Fund
Dividend Growth Fund
Export and Multinational Fund
Fidelity FiftySM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium Fund(registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
TechnoQuant(registered trademark) Growth Fund
Trend Fund
Value Fund

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

FIDELITY(REGISTERED TRADEMARK)
STOCK SELECTOR

SEMIANNUAL REPORT
APRIL 30, 2000

(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.

PROXY VOTING RESULTS 25

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, 2000 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY STOCK SELECTOR 12.98% 17.38% 171.88% 547.47%

S&P 500 (registered trademark) 7.20% 10.13% 208.38% 494.61%

Growth Funds Average 16.99% 22.75% 192.81% 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 500SM
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 1349
mutual funds. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effect of sales charges. Lipper
has created new comparison categories that group funds according to
portfolio characteristics and capitalization, as well as by
capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 2000 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY STOCK SELECTOR 17.38% 22.14% 21.52%

S&P 500 10.13% 25.26% 20.45%

Growth Funds Average 22.75% 23.27% n/a

$10,000 OVER LIFE OF FUND
Stock Selector S&P 500
00320 SP001
1990/09/28 10000.00 10000.00
1990/10/31 9800.00 9957.00
1990/11/30 10660.00 10600.22
1990/12/31 11150.69 10895.97
1991/01/31 12313.89 11371.03
1991/02/28 13376.82 12184.06
1991/03/31 13948.39 12478.92
1991/04/30 14179.02 12508.87
1991/05/31 14800.74 13049.25
1991/06/30 13988.50 12451.59
1991/07/31 14640.29 13031.84
1991/08/31 14921.07 13340.69
1991/09/30 14870.93 13117.90
1991/10/31 15231.92 13293.68
1991/11/30 14670.38 12757.95
1991/12/31 16273.85 14217.46
1992/01/31 16763.21 13953.01
1992/02/29 17408.75 14134.40
1992/03/31 17065.16 13858.78
1992/04/30 16940.21 14266.23
1992/05/31 17002.68 14336.13
1992/06/30 16721.56 14122.52
1992/07/31 17398.34 14700.13
1992/08/31 16940.21 14398.78
1992/09/30 17127.63 14568.69
1992/10/31 17460.81 14619.68
1992/11/30 18210.47 15118.21
1992/12/31 18783.92 15304.16
1993/01/31 19306.58 15432.72
1993/02/28 19263.92 15642.60
1993/03/31 19957.25 15972.66
1993/04/30 19338.58 15586.12
1993/05/31 19882.58 16003.83
1993/06/30 20277.25 16050.24
1993/07/31 20234.58 15986.04
1993/08/31 21119.91 16591.91
1993/09/30 21706.57 16464.15
1993/10/31 21493.24 16804.96
1993/11/30 20767.91 16645.32
1993/12/31 21408.36 16846.72
1994/01/31 22447.38 17419.51
1994/02/28 22344.62 16947.44
1994/03/31 21339.85 16208.54
1994/04/30 21945.00 16416.00
1994/05/31 21750.89 16685.23
1994/06/30 21088.66 16276.44
1994/07/31 21408.36 16810.31
1994/08/31 22607.23 17499.53
1994/09/30 21785.15 17070.79
1994/10/31 22207.60 17454.88
1994/11/30 21134.33 16819.18
1994/12/31 21574.27 17068.60
1995/01/31 20851.51 17511.19
1995/02/28 22176.56 18193.60
1995/03/31 22995.69 18730.50
1995/04/30 23814.81 19282.11
1995/05/31 24212.33 20052.82
1995/06/30 26091.49 20518.64
1995/07/31 28091.12 21199.04
1995/08/31 28295.90 21252.25
1995/09/30 29645.04 22149.10
1995/10/31 29211.39 22070.02
1995/11/30 30006.42 23038.90
1995/12/31 29442.18 23482.63
1996/01/31 29813.69 24281.98
1996/02/29 30211.73 24507.07
1996/03/31 30463.83 24743.07
1996/04/30 31472.21 25107.79
1996/05/31 31949.87 25755.32
1996/06/30 31445.68 25853.44
1996/07/31 30092.32 24711.24
1996/08/31 30662.85 25232.40
1996/09/30 32321.38 26652.48
1996/10/31 33157.28 27387.55
1996/11/30 35174.05 29457.78
1996/12/31 34481.90 28874.22
1997/01/31 36303.59 30678.28
1997/02/28 35942.14 30918.80
1997/03/31 34684.31 29648.35
1997/04/30 35985.52 31418.35
1997/05/31 38067.44 33331.10
1997/06/30 39961.42 34824.33
1997/07/31 43344.55 37595.31
1997/08/31 41363.82 35489.22
1997/09/30 44313.22 37432.96
1997/10/31 42505.99 36182.70
1997/11/30 43648.16 37857.60
1997/12/31 44439.65 38507.61
1998/01/31 44308.61 38933.51
1998/02/28 47453.62 41741.39
1998/03/31 50418.45 43878.97
1998/04/30 51073.66 44320.39
1998/05/31 49517.53 43558.52
1998/06/30 50631.39 45327.87
1998/07/31 49026.13 44845.13
1998/08/31 40704.95 38361.42
1998/09/30 42572.30 40818.85
1998/10/31 44374.13 44139.06
1998/11/30 46978.59 46814.33
1998/12/31 50954.05 49511.77
1999/01/31 53527.49 51582.35
1999/02/28 51202.52 49979.17
1999/03/31 53190.28 51978.84
1999/04/30 55160.29 53991.98
1999/05/31 53633.97 52717.23
1999/06/30 57183.54 55643.03
1999/07/31 57201.29 53905.86
1999/08/31 56846.33 53639.02
1999/09/30 55178.03 52168.78
1999/10/31 57307.78 55470.02
1999/11/30 58496.88 56597.72
1999/12/31 64324.92 59931.33
2000/01/31 59842.28 56920.38
2000/02/29 62174.06 55842.88
2000/03/31 66737.11 61305.99
2000/04/28 64747.06 59461.29
IMATRL PRASUN SHR__CHT 20000430 20000518 120753 R00000000000118

$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, 2000, the value of the
investment would have grown to $64,747 - a 547.47% 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 $59,461 - a
494.61% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER MULTI-CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTI-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF APRIL 30, 2000, THE SIX
MONTH, ONE YEAR AND FIVE YEAR CUMULATIVE TOTAL RETURNS FOR THE
MULTI-CAP GROWTH FUNDS AVERAGE WERE, 32.28%, 47.70% AND 247.92%,
RESPECTIVELY; AND THE ONE YEAR AND FIVE YEAR AVERAGE ANNUAL TOTAL
RETURNS WERE 47.70% AND 27.81%, RESPECTIVELY. THE SIX MONTH, ONE YEAR
AND FIVE YEAR CUMULATIVE TOTAL RETURNS FOR THE MULTI-CAP SUPERGROUP
AVERAGE WERE, 15.56%, 19.03% AND 167.28%, RESPECTIVELY; AND THE ONE
YEAR AND FIVE YEAR AVERAGE ANNUAL TOTAL RETURNS WERE 19.03% AND
20.91%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

A prolonged period of market
consistency that fostered seemingly
fixed expectations of rising
technology stocks reversed course
with a sudden change in investor
sentiment during the latter part of the
six-month period that ended April
30, 2000. To wit: After rising to a high
of 5048 on March 10, 2000, the
tech-heavy NASDAQ Composite
Index - the benchmark for new
economy stocks that outperformed
most other domestic equity indexes in
1999 - experienced a pullback in
April. Shortly after experiencing a
10%-20% correction in March, the
NASDAQ sank a full 25% during a
single week in mid-April, dropping
the index to 3321 and hampering its
30.28% return for the period. At the
same time, investors retreated to the
safety of larger companies, such as
those listed in the Standard & Poor's
500SM Index, which ended the period
with a 7.20% return. Another index
of well-established stocks - the Dow
Jones Industrial Average - surged
higher during the NASDAQ's
plummet, but the brief rally wasn't
enough to significantly offset the
blue-chip benchmark's poor returns
earlier in the period, as the Dow
eked out a 0.78% gain. Interest in
stocks of smaller companies followed
a similar pattern to the NASDAQ, as
the Russell 2000(registered trademark) Index - a
barometer of small-cap stocks -
returned a robust 18.72%, but also
experienced monthly declines of more
than 6% in both March and April.

(photograph of Bob Kuo)

NOTE TO SHAREHOLDERS: Bob Kuo became Portfolio Manager of Fidelity
Stock Selector Fund on May 1, 2000, after the end of the period
covered by this report.

Q. HOW DID THE FUND PERFORM, BOB?

A. For the six months ending April 30, 2000, the fund returned 12.98%.
During the same time period, the Standard & Poor's 500 Index returned
7.20% and the growth funds average as tracked by Lipper Inc. returned
16.99%. For the 12 months ending April 30, 2000, the fund returned
17.38%, while the S&P 500 gained 10.13% and the Lipper peer group
average reported gains of 22.75%.

Q. WHY DID THE FUND'S PERFORMANCE SURPASS THE S&P 500 INDEX BUT NOT
THE LIPPER PEER GROUP?

A. The answer to that question lies in the fund's technology holdings.
Relative to the S&P 500 index, the fund's outperformance was due to
superior stock selection, particularly among tech stocks, as well as
an overweighted position in technology relative to the index
throughout the period. Compared to its peers, however, the fund was
underweighted in technology stocks - the average growth fund in the
Lipper peer group was 9% overweighted in tech stocks compared to the
index. Some of the top Lipper performers allocated as much as 60% of
their funds to technology, about twice the S&P 500 weighting. While
the fund does make sector bets, a 60% weighting in one sector is much
too risky for Stock Selector. The technology sector was the place to
be over the past six months, and while the fund did position itself to
take advantage of the tech sector's strength, it was unwilling to bet
the farm on it.

Q. WHICH STOCKS HAD A POSITIVE EFFECT ON THE FUND'S PERFORMANCE?

A. Qualcomm, a leading digital wireless communications company, made
the largest contribution to the fund's performance, gaining 216% in
the last two months of 1999 alone. At that point, its valuation became
uncomfortably high, so the fund lightened its position considerably,
missing much of the stock's decline during the rest of the period.
Applied Materials, a semiconductor equipment company, was another key
contributor, as orders for its products remained extremely strong.
Texas Instruments benefited from growth in both wireless and broadband
communications. The company has a dominant two-thirds worldwide market
share in supplying microchips for wireless handsets, and it's poised
to capture a large share of the broadband market as Web-hungry
consumers demand faster digital subscriber line (DSL) and cable
modems. Rounding out the top contributors was Apple Computer, which
completed its turnaround by naming Steve Jobs to be its permanent CEO.
He's done a great job revamping its product line, and Apple's market
share is finally increasing after years of decline. Also adding to the
positive performance of the fund was an underweighted position in
non-durables, as some of the large S&P constituents, such as Procter &
Gamble and Coca-Cola, performed poorly.

Q. WHAT STOCKS HAD A NEGATIVE IMPACT ON THE FUND?

A. Microsoft was the largest detractor from the fund's performance, as
the company continued to be dogged by the federal government's
antitrust case against it. Initial sales of its new Windows 2000
operating system also were slower than expected, which caused the
company to miss its revenue and earnings forecasts. Another detractor
was Nike, whose stock suffered after warnings that profit estimates
would not be met because of weak U.S. sales and the weak euro.
Finally, Bristol-Myers Squibb hurt performance as some of its key
products faced threats of competition from generic drug equivalents.

Q. WHAT'S YOUR OUTLOOK, BOB?

A. The economy continues to grow strongly and unemployment remains at
record lows, but there are signs that inflation may be ticking upward.
The Federal Reserve Board has been steadily raising interest rates
over the past year, and it doesn't seem inclined to stop in the near
future. Generally, this is a bad sign for the market, as stocks tend
to do poorly in a rising interest-rate environment. Also, we are
entering a seasonally slow period for stocks over the next six months.
Thus, I think the road ahead will be a challenging environment for
equities, and I'll position the fund accordingly. On a positive note,
it seems that some rationality has finally returned to the market
after a period in which companies with no earnings became superstar
performers. This is a good sign for our models, which tend to work
better when markets are "rational."

(checkmark)FUND FACTS

FUND NUMBER: 320

TRADING SYMBOL: FDSSX

START DATE: September 28,
1990

SIZE: as of April 30, 2000,
more than $1.7 billion

MANAGER: Bob Kuo, since
May 2000; subportfolio
manager, U.S. equities,
1998-2000; quantitative
analyst, 1994-1998; joined
Fidelity in 1994

BOB KUO TALKS ABOUT THE
QUANTITATIVE INVESTMENT
PROCESS FOR FIDELITY STOCK
SELECTOR FUND:

"Funds that are managed
quantitatively, as Stock Selector
is, use computer programs to
determine the attractiveness of a
stock. Our programs model
various factors that contribute to
a given stock's return, such as
earnings growth, balance sheet
information and momentum
indicators. Data for over 3000
stocks are collected and
processed daily by our programs.
The resulting outputs are then
combined to produce a rating for
each stock. Using these ratings, I
can create a portfolio that has the
characteristics I want under the
current market conditions.

"After a fund manager change,
investors may be concerned that
the fund will be run differently. A
key advantage of a quantitatively
managed fund is that the
investment process and the
know-how - in this instance, the
computer models developed by
our group - stay with the fund. I
will continue to use the same
models to run Stock Selector that
were used by Brad Lewis, the
previous manager. Thus, the
transition should be very smooth.
Having said that, our group is
continually searching for new
variables and new ways of
processing data to create better
models. Research and development
is a crucial part of the quantitative
process, and we intend to
continue our efforts in this area."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 2000

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

General Electric Co. 4.4 0.7

Intel Corp. 3.8 0.0

Microsoft Corp. 2.9 1.9

Texas Instruments, Inc. 2.9 1.3

Cisco Systems, Inc. 2.5 0.9

Exxon Mobil Corp. 2.5 0.0

Applied Materials, Inc. 2.4 1.1

Morgan Stanley Dean Witter & 2.3 0.6
Co.

Royal Dutch Petroleum Co. (NY 2.3 0.0
Shares)

Merrill Lynch & Co., Inc. 2.1 0.5

28.1 7.0

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 2000

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

Technology 37.8 26.3

Finance 13.8 11.0

Energy 13.1 6.0

Retail & Wholesale 7.0 14.4

Industrial Machinery & 5.7 6.8
Equipment

</TABLE>

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

AS OF APRIL 30, 2000 * AS OF OCTOBER 31, 1999 **

Stocks and Investment Stocks and Investment
Companies 93.7% Companies 99.3%

Short-Term Investments and Short-Term Investments and
Net Other Assets 6.3% Net Other Assets 0.7%

* FOREIGN INVESTMENTS 5.5% ** FOREIGN INVESTMENTS 3.7%

Row: 1, Col: 1, Value: 93.7 Row: 1, Col: 1, Value: 99.3
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 6.3 Row: 1, Col: 8, Value: 0.7000000000000001

</TABLE>

INVESTMENTS APRIL 30, 2000 (UNAUDITED)

Showing Percentage of Net Assets

COMMON STOCKS - 93.6%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 0.2%

United Technologies Corp. 50,000 $ 3,109

BASIC INDUSTRIES - 3.0%

CHEMICALS & PLASTICS - 1.5%

Avery Dennison Corp. 155,000 10,172

Pharmacia Corp. 300,000 14,981

25,153

METALS & MINING - 0.8%

Alcoa, Inc. 144,300 9,361

CommScope, Inc. (a) 100,000 4,750

14,111

PAPER & FOREST PRODUCTS - 0.7%

Champion International Corp. 155,600 10,231

Westvaco Corp. 36,400 1,124

11,355

TOTAL BASIC INDUSTRIES 50,619

CONSTRUCTION & REAL ESTATE -
0.2%

BUILDING MATERIALS - 0.2%

Sherwin-Williams Co. 158,000 3,930

DURABLES - 2.1%

CONSUMER DURABLES - 2.0%

Minnesota Mining & 397,000 34,341
Manufacturing Co.

TEXTILES & APPAREL - 0.1%

Brown Shoe Co., Inc. 80,000 820

TOTAL DURABLES 35,161

ENERGY - 13.1%

ENERGY SERVICES - 1.9%

BJ Services Co. (a) 68,000 4,777

Noble Drilling Corp. (a) 136,000 5,432

Rowan Companies, Inc. (a) 270,000 7,543

Smith International, Inc. (a) 100,000 7,600

Transocean Sedco Forex, Inc. 128,800 6,054

31,406

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

OIL & GAS - 11.2%

Amerada Hess Corp. 149,970 $ 9,542

Apache Corp. 75,000 3,633

BP Amoco PLC sponsored ADR 568,960 29,017

Chesapeake Energy Corp. (a) 100,000 375

Chevron Corp. 100,000 8,513

Exxon Mobil Corp. 550,000 42,728

Kerr-McGee Corp. 350,000 18,113

Murphy Oil Corp. 30,000 1,770

Occidental Petroleum Corp. 171,000 3,666

Ocean Energy, Inc. (a) 130,000 1,682

Phillips Petroleum Co. 400,000 18,975

Royal Dutch Petroleum Co. (NY 680,000 39,015
Shares)

Tom Brown, Inc. (a) 50,000 950

Union Pacific Resources 268,800 5,158
Group, Inc.

USX - Marathon Group 261,000 6,085

Vintage Petroleum, Inc. 100,000 1,988

191,210

TOTAL ENERGY 222,616

FINANCE - 13.8%

BANKS - 2.9%

Chase Manhattan Corp. 377,900 27,232

FleetBoston Financial Corp. 100,000 3,544

J.P. Morgan & Co., Inc. 149,700 19,218

UnionBanCal Corp. 2 0

49,994

CREDIT & OTHER FINANCE - 2.0%

Citigroup, Inc. 560,000 33,285

INSURANCE - 2.7%

AFLAC, Inc. 348,100 16,992

CIGNA Corp. 319,300 25,464

MGIC Investment Corp. 76,900 3,677

46,133

SECURITIES INDUSTRY - 6.2%

Charles Schwab Corp. 205,000 9,123

DLJ, Inc. 135,000 5,628

Lehman Brothers Holdings, 97,900 8,034
Inc.

Merrill Lynch & Co., Inc. 344,000 35,067

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

SECURITIES INDUSTRY - CONTINUED

Morgan Stanley Dean Witter & 522,200 $ 40,079
Co.

PaineWebber Group, Inc. 183,000 8,029

105,960

TOTAL FINANCE 235,372

HEALTH - 3.0%

DRUGS & PHARMACEUTICALS - 2.3%

Allergan, Inc. 360,000 21,195

Cytyc Corp. (a) 114,000 5,102

Pfizer, Inc. 253,040 10,659

Rexall Sundown, Inc. (a) 118,000 2,272

39,228

MEDICAL FACILITIES MANAGEMENT
- 0.7%

Columbia/HCA Healthcare Corp. 131,800 3,748

Hooper Holmes, Inc. 133,000 2,311

UnitedHealth Group, Inc. 84,300 5,622

11,681

TOTAL HEALTH 50,909

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.7%

ELECTRICAL EQUIPMENT - 4.7%

American Power Conversion 141,000 4,979
Corp. (a)

General Electric Co. 477,000 75,001

79,980

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.0%

Dover Corp. 252,000 12,805

Varian Semiconductor 73,000 4,909
Equipment Associates, Inc.
(a)

17,714

TOTAL INDUSTRIAL MACHINERY & 97,694
EQUIPMENT

MEDIA & LEISURE - 2.0%

BROADCASTING - 0.2%

Pegasus Communications Corp. 39,000 4,256
(a)

ENTERTAINMENT - 0.1%

MGM Grand, Inc. 66,000 1,947

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

PUBLISHING - 1.3%

Dow Jones & Co., Inc. 130,000 $ 8,434

McGraw-Hill Companies, Inc. 174,400 9,156

Reader's Digest Association, 126,000 4,032
Inc. Class A (non-vtg.)

21,622

RESTAURANTS - 0.4%

Darden Restaurants, Inc. 375,000 6,914

TOTAL MEDIA & LEISURE 34,739

NONDURABLES - 2.4%

BEVERAGES - 1.5%

Adolph Coors Co. Class B 77,200 3,937

Anheuser-Busch Companies, 308,200 21,747
Inc.

25,684

FOODS - 0.7%

Bestfoods 113,000 5,678

Quaker Oats Co. 105,000 6,845

12,523

HOUSEHOLD PRODUCTS - 0.2%

Colgate-Palmolive Co. 62,500 3,570

TOTAL NONDURABLES 41,777

RETAIL & WHOLESALE - 7.0%

APPAREL STORES - 0.6%

The Limited, Inc. 220,000 9,941

GENERAL MERCHANDISE STORES -
4.3%

Kohls Corp. (a) 300,000 14,400

Target Corp. 450,800 30,006

Wal-Mart Stores, Inc. 519,000 28,740

73,146

RETAIL & WHOLESALE,
MISCELLANEOUS - 2.1%

Best Buy Co., Inc. (a) 100,000 8,075

Home Depot, Inc. 255,000 14,296

Lowe's Companies, Inc. 161,900 8,014

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - CONTINUED

Tiffany & Co., Inc. 50,000 $ 3,634

Zale Corp. (a) 49,200 2,030

36,049

TOTAL RETAIL & WHOLESALE 119,136

SERVICES - 0.4%

ADVERTISING - 0.4%

Omnicom Group, Inc. 76,000 6,921

TECHNOLOGY - 37.8%

COMMUNICATIONS EQUIPMENT - 5.1%

Cisco Systems, Inc. (a) 629,000 43,607

Comverse Technology, Inc. (a) 100,000 8,919

Corning, Inc. 100,000 19,750

Nortel Networks Corp. 145,000 16,392

88,668

COMPUTER SERVICES & SOFTWARE
- 7.2%

Adobe Systems, Inc. 170,000 20,559

America Online, Inc. (a) 94,900 5,676

First Data Corp. 315,000 15,337

Microsoft Corp. (a) 700,700 48,874

Nuance Communications, Inc. 800 24

Oracle Corp. (a) 400,000 31,975

122,445

COMPUTERS & OFFICE EQUIPMENT
- 6.9%

Adaptec, Inc. (a) 68,300 1,844

Apple Computer, Inc. (a) 243,200 30,172

Dell Computer Corp. (a) 135,000 6,767

EMC Corp. (a) 130,000 18,062

International Business 100,000 11,163
Machines Corp.

Lexmark International Group, 200,100 23,612
Inc. Class A (a)

SanDisk Corp. (a) 25,000 2,291

Sun Microsystems, Inc. (a) 256,600 23,591

117,502

ELECTRONIC INSTRUMENTS - 5.4%

Applied Materials, Inc. (a) 404,000 41,132

KLA-Tencor Corp. (a) 292,000 21,864

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONIC INSTRUMENTS -
CONTINUED

LAM Research Corp. (a) 150,000 $ 6,881

Teradyne, Inc. (a) 200,000 22,000

91,877

ELECTRONICS - 13.2%

Analog Devices, Inc. (a) 256,000 19,664

Intel Corp. 510,000 64,674

LSI Logic Corp. (a) 548,200 34,263

Motorola, Inc. 100,000 11,906

PMC-Sierra, Inc. (a) 150,000 28,781

Texas Instruments, Inc. 298,900 48,683

Tyco International Ltd. 209,600 9,629

Vishay Intertechnology, Inc. 90,000 7,549
(a)

225,149

TOTAL TECHNOLOGY 645,641

TRANSPORTATION - 0.2%

TRUCKING & FREIGHT - 0.2%

USFreightways Corp. 57,200 2,667

UTILITIES - 2.7%

CELLULAR - 0.0%

QUALCOMM, Inc. (a) 8,100 878

ELECTRIC UTILITY - 0.8%

Calpine Corp. (a) 63,000 5,765

Energy East Corp. 356,700 7,446

13,211

GAS - 1.5%

Dynegy, Inc. Class A 122,700 8,029

Enron Corp. 182,000 12,683

KeySpan Corp. 138,000 4,054

24,766

TELEPHONE SERVICES - 0.4%

SBC Communications, Inc. 160,000 7,010

TOTAL UTILITIES 45,865

TOTAL COMMON STOCKS 1,596,156
(Cost $1,326,607)

INVESTMENT COMPANIES - 0.1%

SHARES VALUE (NOTE 1) (000S)

Kemper International Research 112,634 $ 1,723
Fund Class A (Cost $1,237)

CASH EQUIVALENTS - 7.7%

Central Cash Collateral Fund, 28,289,500 28,290
5.94% (b)

Taxable Central Cash Fund, 103,118,164 103,118
5.77% (b)

TOTAL CASH EQUIVALENTS 131,408
(Cost $131,408)

TOTAL INVESTMENT PORTFOLIO - 1,729,287
101.4%
(Cost $1,459,252)

NET OTHER ASSETS - (1.4)% (23,782)

NET ASSETS - 100% $ 1,705,505

LEGEND

(a) Non-income producing

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

INCOME TAX INFORMATION

At April 30, 2000, the aggregate cost of investment securities for
income tax purposes was $1,459,690,000. Net unrealized appreciation
aggregated $269,597,000, of which $317,532,000 related to appreciated
investment securities and $47,935,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) APRIL 30,
2000 (UNAUDITED)

ASSETS

Investment in securities, at $ 1,729,287
value (cost $1,459,252) -
See accompanying schedule

Receivable for investments 88,295
sold

Receivable for fund shares 745
sold

Dividends receivable 591

Interest receivable 446

Other receivables 238

TOTAL ASSETS 1,819,602

LIABILITIES

Payable for investments $ 83,503
purchased

Payable for fund shares 1,556
redeemed

Accrued management fee 519

Other payables and accrued 229
expenses

Collateral on securities 28,290
loaned, at value

TOTAL LIABILITIES 114,097

NET ASSETS $ 1,705,505

Net Assets consist of:

Paid in capital $ 1,136,852

Undistributed net investment 4,311
income

Accumulated undistributed net 294,273
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 270,069
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 52,951 shares $ 1,705,505
outstanding

NET ASSET VALUE, offering $32.21
price and redemption price
per share ($1,705,505
(divided by) 52,951 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

INVESTMENT INCOME $ 7,424
Dividends

Interest 1,930

Security lending 31

TOTAL INCOME 9,385

EXPENSES

Management fee Basic fee $ 4,886

Performance adjustment (1,713)

Transfer agent fees 1,570

Accounting and security 216
lending fees

Non-interested trustees' 4
compensation

Custodian fees and expenses 22

Registration fees 23

Audit 20

Legal 15

Reports to shareholders 87

Miscellaneous 2

Total expenses before 5,132
reductions

Expense reductions (387) 4,745

NET INVESTMENT INCOME 4,640

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

Investment securities 294,468

Foreign currency transactions 12 294,480

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (93,456)

Assets and liabilities in 34 (93,422)
foreign currencies

NET GAIN (LOSS) 201,058

NET INCREASE (DECREASE) IN $ 205,698
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, 1999
2000 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 4,640 $ 11,194
income

Net realized gain (loss) 294,480 239,295

Change in net unrealized (93,422) 178,971
appreciation (depreciation)

NET INCREASE (DECREASE) IN 205,698 429,460
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (6,090) (17,339)
From net investment income

From net realized gain (194,930) (111,551)

TOTAL DISTRIBUTIONS (201,020) (128,890)

Share transactions Net 127,332 271,759
proceeds from sales of shares

Reinvestment of distributions 190,868 122,322

Cost of shares redeemed (271,488) (650,854)

NET INCREASE (DECREASE) IN 46,712 (256,773)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 51,390 43,797
IN NET ASSETS

NET ASSETS

Beginning of period 1,654,115 1,610,318

End of period (including $ 1,705,505 $ 1,654,115
undistributed net investment
income of $4,311 and $6,875,
respectively)

OTHER INFORMATION
Shares

Sold 4,005 8,955

Issued in reinvestment of 6,392 4,580
distributions

Redeemed (8,680) (21,746)

Net increase (decrease) 1,717 (8,211)

</TABLE>

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

SIX MONTHS ENDED APRIL 30, 2000 YEARS ENDED OCTOBER 31,

(UNAUDITED) 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 32.29 $ 27.09 $ 29.40 $ 24.99 $ 24.25 $ 19.45
period

Income from Investment
Operations

Net investment income .09 D .20 D .32 D .33 D .24 .19

Net realized and unrealized 3.79 7.23 1.02 6.23 2.78 5.57
gain (loss)

Total from investment 3.88 7.43 1.34 6.56 3.02 5.76
operations

Less Distributions

From net investment income (.12) (.30) (.33) (.23) (.20) (.15)

From net realized gain (3.84) (1.93) (3.32) (1.92) (2.08) (.81)

Total distributions (3.96) (2.23) (3.65) (2.15) (2.28) (.96)

Net asset value, end of $ 32.21 $ 32.29 $ 27.09 $ 29.40 $ 24.99 $ 24.25
period

TOTAL RETURN B, C 12.98% 29.15% 4.40% 28.20% 13.51% 31.54%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,706 $ 1,654 $ 1,610 $ 1,827 $ 1,586 $ 1,135
(in millions)

Ratio of expenses to average .61% A .62% .68% .74% .89% 1.03%
net assets

Ratio of expenses to average .57% A, E .59% E .64% E .69% E .84% E 1.00% E
net assets after expense
reductions

Ratio of net invest- ment .56% A .67% 1.10% 1.24% 1.07% .99%
income to average net assets

Portfolio turnover rate 190% A 106% 122% 117% 247% 220%

</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, 2000 (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:

SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange) are valued primarily using dealer-supplied valuations or at
their fair value. Short-term securities with remaining maturities of
sixty days or less for which quotations are not readily available are
valued at amortized cost or original cost plus accrued interest, both
of which approximate current value.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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, passive foreign investment
companies (PFIC) 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.

2. OPERATING POLICIES.

2. OPERATING POLICIES - CONTINUED

REPURCHASE AGREEMENTS - CONTINUED

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.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $1,537,619,000 and $1,781,972,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2167% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annualized rate of .38% of average
net assets after the performance adjustment.

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

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

ACCOUNTING AND SECURITY LENDING FEES - CONTINUED

lending transactions. The accounting fee is based on the level of
average net assets for the month plus out-of-pocket expenses.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $27,070,000. The fund received cash collateral of
$28,290,000 which was invested in cash equivalents.

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 $369,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $17,000 and $1,000, respectively, under these arrangements.

7. CHANGE IN INDEPENDENT AUDITOR.

Based on the recommendation of the Audit Committee of the fund, the
Board of Trustees has determined not to retain PricewaterhouseCoopers
LLP as the fund's independent auditor and voted to appoint Deloitte &
Touche LLP for the fiscal year ended October 31, 2000. During the two
most recent fiscal years and through January 20, 2000,
PricewaterhouseCoopers LLP's audit reports contained no adverse
opinion or disclaimer of opinion; nor were their reports qualified as
to uncertainty, audit scope, or accounting principles. Further, there
were no disagreements between the fund and PricewaterhouseCoopers LLP
on accounting principles, financial statements disclosure or audit
scope, which if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference to
the disagreement in their report.

PROXY VOTING RESULTS

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# OF % OF
SHARES VOTED SHARES VOTED
PHYLLIS BURKE DAVIS
Affirmative 6,452,207,010.46 93.387

Withheld 456,902,730.76 6.613

TOTAL 6,909,109,741.22 100.000

RALPH F. COX
Affirmative 6,454,635,392.01 93.422

Withheld 454,474,349.21 6.578

TOTAL 6,909,109,741.22 100.000

ROBERT M. GATES
Affirmative 6,452,253,108.65 93.388

Withheld 456,856,632.57 6.612

TOTAL 6,909,109,741.22 100.000

EDWARD C. JOHNSON 3D
Affirmative 6,456,108,647.32 93.443

Withheld 453,001,093.90 6.557

TOTAL 6,909,109,741.22 100.000

DONALD J. KIRK
Affirmative 6,456,684,925.93 93.452

Withheld 452,424,815.29 6.548

TOTAL 6,909,109,741.22 100.000

NED C. LAUTENBACH
Affirmative 6,460,676,247.62 93.510

Withheld 448,433,493.60 6.490

TOTAL 6,909,109,741.22 100.000

# OF % OF
SHARES VOTED SHARES VOTED
PETER S. LYNCH
Affirmative 6,459,937,469.58 93.499

Withheld 449,172,271.64 6.501

TOTAL 6,909,109,741.22 100.000

WILLIAM O. MCCOY
Affirmative 6,457,044,561.35 93.457

Withheld 452,065,179.87 6.543

TOTAL 6,909,109,741.22 100.000

GERALD C. MCDONOUGH
Affirmative 6,447,556,799.89 93.320

Withheld 461,552,941.33 6.680

TOTAL 6,909,109,741.22 100.000

MARVIN L. MANN
Affirmative 6,458,028,797.63 93.471

Withheld 451,080,943.59 6.529

TOTAL 6,909,109,741.22 100.000

ROBERT C. POZEN
Affirmative 6,436,313,895.12 93.157

Withheld 472,795,846.10 6.843

TOTAL 6,909,109,741.22 100.000

THOMAS R. WILLIAMS
Affirmative 6,447,589,960.53 93.320

Withheld 461,519,780.69 6.680

TOTAL 6,909,109,741.22 100.000

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent
accountants of the fund.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 775,350,487.41 89.179

Against 11,727,022.02 1.349

Abstain 82,349,730.33 9.472

TOTAL 869,427,239.76 100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration
of Trust.*

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 5,992,780,995.57 86.740

Against 218,788,797.26 3.167

Abstain 697,326,989.54 10.093

TOTAL 6,908,896,782.37 100.000

Broker Non-Votes 212,958.85

PROPOSAL 4

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 729,908,916.91 83.953

Against 29,954,374.72 3.445

Abstain 109,563,948.13 12.602

TOTAL 869,427,239.76 100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to allow
FMR, FMR U.K., and the trust, on behalf of the fund, to modify the
agreement subject to the requirements of the 1940 Act.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 728,889,903.82 83.836

Against 27,393,671.87 3.150

Abstain 113,143,664.07 13.014

TOTAL 869,427,239.76 100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to
allow FMR, FMR Far East, and the trust, on behalf of the fund, to
modify the agreement subject to the requirements of the 1940 Act.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 727,431,894.87 83.668

Against 27,821,616.67 3.200

Abstain 114,173,728.22 13.132

TOTAL 869,427,239.76 100.000

PROPOSAL 7

To eliminate a fundamental investment policy of the fund.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 703,101,438.97 80.869

Against 51,102,832.35 5.878

Abstain 115,222,968.44 13.253

TOTAL 869,427,239.76 100.000

PROPOSAL 8
To amend the fundamental investment limitation concerning
diversification to exclude "securities of other investment companies"
from the limitation.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 714,867,427.94 82.223

Against 42,999,391.37 4.946

Withheld 111,560,420.45 12.831

TOTAL 869,427,239.76 100.000

* DENOTES TRUST-WIDE PROPOSALS AND VOTING RESULTS.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))

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

(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

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Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5587

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

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

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P.O. Box 660602
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OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75039-5587

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

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CALIFORNIA

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527 North Brand Boulevard
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251 University Avenue
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8880 Tamiami Trail, North
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2401 PGA Boulevard
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1000 Abernathy Road
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ILLINOIS

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3232 Lake Avenue
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INDIANA

4729 East 82nd Street
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Three Canal Plaza
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7401 Wisconsin Avenue
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One W. Pennsylvania Ave.
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801 Boylston Street
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155 Congress Street
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25 State Street
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300 Granite Street
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44 Mall Road
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416 Belmont Street
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MICHIGAN

280 Old N. Woodward Ave.
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29155 Northwestern Hwy.
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MINNESOTA

7600 France Avenue South
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MISSOURI

700 West 47th Street
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8885 Ladue Road
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NEW JERSEY

150 Essex Street
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56 South Street
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501 Route 17, South
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NEW YORK

1055 Franklin Avenue
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999 Walt Whitman Road
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1271 Avenue of the Americas
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71 Broadway
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350 Park Avenue
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NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

OHIO

600 Vine Street
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28699 Chagrin Boulevard
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16850 SW 72nd Avenue
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PENNSYLVANIA

1735 Market Street
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47 Providence Place
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6150 Poplar Avenue
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TEXAS

10000 Research Boulevard
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4017 Northwest Parkway
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1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
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400 East Las Colinas Blvd.
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14100 San Pedro
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19740 IH 45 North
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UTAH

215 South State Street
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VIRGINIA

1861 International Drive
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WASHINGTON

411 108th Avenue, N.E.
Bellevue, WA

511 Pine Street
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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.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Limited

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Robert A. Lawrence, Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Matthew N. Karstetter, Deputy Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Michael Cook

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

FSS-SANN-0600 103561
1.703466.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund (registered trademark)
Contrafund (registered trademark) II
Disciplined Equity Fund
Dividend Growth Fund
Export and Multinational Fund
Fidelity FiftySM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium Fund(registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
TechnoQuant(registered trademark) Growth Fund
Trend Fund
Value Fund

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

FIDELITY(REGISTERED TRADEMARK)
SMALL CAP SELECTOR

SEMIANNUAL REPORT
APRIL 30, 2000

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

NOTES 27 Notes to the financial
statements.

PROXY VOTING RESULTS 31

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, 2000 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY SMALL CAP SELECTOR 24.88% 29.23% 104.19% 124.67%

Russell 2000 (registered 18.72% 18.42% 103.62% 140.64%
trademark)

Small Cap Funds Average 25.27% 36.64% 141.49% n/a

</TABLE>

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or since the fund started on June 28, 1993. For example, if you
had invested $1,000 in a fund that had a 5% return over the past year,
the value of your investment would be $1,050. You can compare the
fund's returns to the performance of the Russell 2000 Index - a market
capitalization-weighted index of 2,000 small company stocks. To
measure how the fund's performance stacked up against its peers, you
can compare it to the small cap funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Inc. The past six months average represents a peer group of 843 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges. Lipper has
created new comparison categories that group funds according to
portfolio characteristics and capitalization, as well as by
capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 2000 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY SMALL CAP SELECTOR 29.23% 15.35% 12.56%

Russell 2000 18.42% 15.28% 13.69%

Small Cap Funds Average 36.64% 18.48% n/a

$10,000 OVER LIFE OF FUND
Small Cap Selector Russell 2000
00336 RS002
1993/06/28 10000.00 10000.00
1993/06/30 10000.00 10089.85
1993/07/31 10070.00 10229.16
1993/08/31 10440.00 10671.07
1993/09/30 10660.00 10972.21
1993/10/31 10740.00 11254.62
1993/11/30 10440.00 10884.20
1993/12/31 10881.65 11256.33
1994/01/31 11153.19 11609.25
1994/02/28 11243.70 11567.27
1994/03/31 10499.49 10956.54
1994/04/30 10670.46 11021.67
1994/05/31 10388.86 10897.91
1994/06/30 9875.95 10527.85
1994/07/31 9956.41 10700.82
1994/08/31 10660.40 11297.10
1994/09/30 10600.06 11259.27
1994/10/31 10801.20 11214.84
1994/11/30 10288.29 10761.90
1994/12/31 10519.89 11051.05
1995/01/31 10127.28 10911.62
1995/02/28 10479.62 11365.53
1995/03/31 10761.49 11561.27
1995/04/30 11003.10 11818.34
1995/05/31 11214.50 12021.54
1995/06/30 12458.89 12645.17
1995/07/31 13744.25 13373.56
1995/08/31 13936.55 13650.22
1995/09/30 14290.79 13893.99
1995/10/31 13551.96 13272.62
1995/11/30 13734.13 13830.26
1995/12/31 13321.13 14195.16
1996/01/31 13095.35 14179.95
1996/02/29 13407.14 14621.86
1996/03/31 13654.43 14919.50
1996/04/30 14933.86 15717.27
1996/05/31 15439.18 16336.65
1996/06/30 14567.99 15665.81
1996/07/31 13496.32 14297.50
1996/08/31 14132.62 15127.62
1996/09/30 14735.44 15718.79
1996/10/31 14288.91 15476.54
1996/11/30 14880.56 16114.23
1996/12/31 15137.31 16536.55
1997/01/31 15204.29 16867.03
1997/02/28 14992.19 16458.06
1997/03/31 14434.03 15681.47
1997/04/30 14579.15 15725.18
1997/05/31 15862.92 17474.60
1997/06/30 16939.24 18223.48
1997/07/31 18067.76 19071.46
1997/08/31 18193.15 19507.84
1997/09/30 19424.27 20935.70
1997/10/31 18945.50 20016.02
1997/11/30 18865.71 19886.56
1997/12/31 19262.60 20234.63
1998/01/31 19057.04 19915.30
1998/02/28 20629.00 21387.89
1998/03/31 21547.99 22269.98
1998/04/30 21898.66 22393.21
1998/05/31 20677.37 21187.18
1998/06/30 20717.48 21231.75
1998/07/31 19108.35 19512.96
1998/08/31 15072.97 15723.94
1998/09/30 15638.68 16954.46
1998/10/31 15852.39 17645.92
1998/11/30 16719.81 18570.43
1998/12/31 17838.65 19719.61
1999/01/31 17574.66 19981.66
1999/02/28 16229.53 18363.25
1999/03/31 16342.67 18649.93
1999/04/30 17386.09 20321.11
1999/05/31 17310.66 20617.94
1999/06/30 18331.75 21550.27
1999/07/31 18243.31 20958.95
1999/08/31 17561.08 20183.28
1999/09/30 17978.00 20187.69
1999/10/31 17990.64 20269.45
1999/11/30 18799.20 21479.73
1999/12/31 20354.56 23911.23
2000/01/31 19595.54 23527.25
2000/02/29 21758.76 27412.44
2000/03/31 22770.80 25605.12
2000/04/28 22467.19 24064.33
IMATRL PRASUN SHR__CHT 20000430 20000518 120654 R00000000000086

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Small Cap Selector on June 28, 1993 when the fund
started. As the chart shows, by April 30, 2000, the value of the
investment would have grown to $22,467 - a 124.67% increase on the
initial investment. For comparison, look at how the Russell 2000 Index
did over the same period. With dividends and capital gains, if any,
reinvested, the same $10,000 would have grown $24,064 - a 140.64%
increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER SMALL-CAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER SMALL-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF APRIL 30 2000, THE SIX MONTH,
ONE YEAR, AND FIVE YEAR CUMULATIVE TOTAL RETURNS FOR THE SMALL-CAP
CORE FUNDS AVERAGE ARE 25.43%, 34.59%, AND 117.64%, RESPECTIVELY. THE
ONE YEAR AND FIVE YEAR AVERAGE ANNUAL TOTAL RETURNS ARE 34.59% AND
16.37%, RESPECTIVELY. THE SIX MONTH, ONE YEAR, AND FIVE YEAR
CUMULATIVE TOTAL RETURNS FOR THE SMALL-CAP SUPERGROUP AVERAGE ARE
24.34%, 34.42%, AND 125.51%, RESPECTIVELY. THE ONE YEAR AND FIVE YEAR
AVERAGE ANNUAL TOTAL RETURNS ARE 34.42% AND 16.95%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

A prolonged period of market
consistency that fostered seemingly
fixed expectations of rising
technology stocks reversed course
with a sudden change in investor
sentiment during the latter part of the
six-month period that ended April
30, 2000. To wit: After rising to a high
of 5048 on March 10, the tech-heavy
NASDAQ Composite Index - the
benchmark for new economy stocks
that outperformed most other
domestic equity indexes in 1999 -
experienced a pullback in April.
Shortly after experiencing a
10%-20% correction in March, the
NASDAQ sank a full 25% during a
single week in mid-April, dropping
the index to 3321 and hampering its
30.28% return for the period. At the
same time, investors retreated to the
safety of larger companies, such as
those listed in the Standard & Poor's
500SM Index, which ended the period
with a 7.20% return. Another index
of well-established stocks - the Dow
Jones Industrial Average - surged
higher during the NASDAQ's
plummet, but the brief rally wasn't
enough to significantly offset the
blue-chip benchmark's poor returns
earlier in the period, as the Dow
eked out a 0.78% gain. Interest in
stocks of smaller companies followed
a similar pattern to the NASDAQ, as
the Russell 2000(registered trademark) Index - a
barometer of small-cap stocks -
returned a robust 18.72%, but also
experienced monthly declines of more
than 6% in both March and April.

(photograph of Tim Krochuk)

NOTE TO SHAREHOLDERS: Tim Krochuk became Portfolio Manager of Fidelity
Small Cap Selector on April 1, 2000.

Q. HOW DID THE FUND PERFORM, TIM?

A. For the six months that ended April 30, 2000, the fund returned
24.88%, while the Russell 2000 Index returned 18.72%. The small cap
funds average tracked by Lipper Inc. returned 25.27% for the same time
period. For the year that ended April 30, 2000, the fund returned
29.23%, while the Russell 2000 and the Lipper peer group returned
18.42% and 36.64%, respectively.

Q. WHY DID THE FUND OUTPERFORM THE RUSSELL 2000, WHILE UNDERPERFORMING
ITS LIPPER PEER GROUP DURING THE PERIOD?

A. The fund outperformed the Russell 2000 by virtue of the portfolio's
larger exposure to market-leading sectors, such as the technology and
Internet sectors. Conversely, the fund fell behind its peer group in
response to a relatively smaller proportion of the portfolio's assets
invested in the same technology and Internet stocks. In other words,
the fund was more concentrated than the broad market, but more
diversified than the Lipper peer group in which many funds maintained
- or even increased - their exposure to the top-performing,
high-growth technology/Internet and communication sectors.

Q. AS THE FUND'S NEW MANAGER, HAVE YOU ALTERED THE INVESTMENT
STRATEGY?

A. Although I have no plans to alter the fund's core strategy, I have
begun incorporating several technical models that I believe will
enhance the stock selection process. Technical models provide
information about short-term price volatility that can't always be
identified by traditional, fundamental models. This is particularly
important because many small-cap stocks exhibit tremendous price
volatility unrelated to changes in fundamental investment
characteristics, such as sales or earnings. For example, between 1985
and 1998, unprofitable stocks in the Russell 2000 returned, on
average, 21.7% less than those stocks that were profitable. However,
in 1999 this pattern reversed itself - unprofitable stocks, including
many Internet stocks, generated a 13.1% return premium. A typical
fundamental model would have suggested avoiding such stocks. However,
technical models that analyze the price and volume data that
contribute to a stock's trading momentum identified this shift and
adapted their buying strategies, despite the earnings conundrum.

Q. WHICH HOLDINGS CONTRIBUTED TO THE FUND'S TOTAL RETURN?

A. Several technology stocks generated strong returns, including the
fund's third largest holding, SanDisk Corporation. SanDisk
manufactures data storage products and memory chips that are used in
PCs and cellular telephones. Other large technology holdings, such as
Cypress Semiconductor and Integrated Device Technology, also performed
well. In addition to strong performance by technology holdings, the
portfolio's underweighted position in financial stocks helped returns.
In general, financials performed poorly in response to an unfavorable
interest-rate environment.

Q. WHAT INVESTMENTS WERE DISAPPOINTING?

A. The portfolio's exposure to the specialty retail sector, including
two relatively large holdings - AnnTaylor Stores and Ross Stores -
held back returns as a result of rising interest rates and their
potential for restraining consumer spending. Both positions were sold
during the period. In addition, the portfolio was underweighted in the
top-performing technology sector for part of the period, so the fund
missed part of the sector's price run-up despite the strong gains in
several tech holdings that I discussed earlier.

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

A. I expect price volatility to continue, which could benefit active
portfolio managers. Recent price corrections, particularly in the
technology sector, are teaching investors to realize that they need to
pick the right stock - not just any stock - in a sector. Speculation
regarding the Federal Reserve Board's intentions may create additional
market uncertainty. Five interest-rate hikes since June 1999, combined
with the potential for further increases, could create an unfavorable
environment for the large, high price-to-earnings stocks that have led
the market over the past year. Under these circumstances, I expect
that actively managed, well-diversified portfolios have the potential
to outperform more highly concentrated or indexed portfolios.

(checkmark)FUND FACTS

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

FUND NUMBER: 336

TRADING SYMBOL: FDSCX

START DATE: June 28, 1993

SIZE: as of April 30, 2000,
more than $685 million

MANAGER: Tim Krochuk, since
April 2000; manager,
Fidelity TechnoQuant Growth
Fund, since 1996;
quantitative analyst,
1994-1996; equity research
associate, 1992-1994;
joined Fidelity in 1992

TIM KROCHUK ON USING
TECHNICAL DATA TO ANALYZE
INVESTORS' DECISIONS:

"Investors face many choices in the
stock market, just as consumers face
many choices in the supermarket.
Both investors and shoppers make
purchase decisions based on
preferences for quality and cost.
The reasons underlying these
choices may be unknown, but we do
know the ultimate purchase price
and volume. Collecting such data
from the stock market is called
technical analysis, and every trade
leaves behind a trail of data. In
aggregate, this data provides a
mathematical way of analyzing the
market's `mind.' Technical data
also is very useful because - unlike
fundamental data - it is available
daily.

"Over the past year, technical
analysis was very successful. I
believe investors may be relying more
heavily on technical data to support
shorter investment holding periods.
Last year, on average, the largest
NASDAQ stocks were held for less
than 30 days and Internet stocks
were held for only 15 days. The
infrequency of new fundamental
information, such as earnings,
suggests that investors placed
greater emphasis on technical
indicators, such as price and
volume. As technical analysis
becomes more widespread, it should
achieve greater prominence as a
tool for shorter-term investment
decisions."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 2000

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

Cypress Semiconductor Corp. 3.1 1.9

Integrated Device Technology, 2.5 1.3
Inc.

SanDisk Corp. 2.3 0.9

Valassis Communications, Inc. 1.7 2.7

Lucent Technologies, Inc. 1.5 0.0

ENSCO International, Inc. 1.5 0.0

CommScope, Inc. 1.4 1.5

Metris Companies, Inc. 1.4 0.0

Semtech Corp. 1.3 0.3

Suiza Foods Corp. 1.3 1.5

18.0 10.1

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 2000

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

Technology 37.3 27.7

Industrial Machinery & 6.9 6.1
Equipment

Finance 6.9 6.0

Energy 6.7 2.4

Media & Leisure 4.9 9.5

</TABLE>

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

AS OF APRIL 30, 2000 * AS OF OCTOBER 31, 1999 **

Stocks and Investment Stocks and Investment
Companies 92.2% Companies 97.8%

Short-Term Investments and Short-Term Investments and
Net Other Assets 7.8% Net Other Assets 2.2%

* FOREIGN INVESTMENTS 1.4% ** FOREIGN INVESTMENTS 2.0%

Row: 1, Col: 1, Value: 92.2 Row: 1, Col: 1, Value: 97.8
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 7.8 Row: 1, Col: 8, Value: 2.2

</TABLE>

INVESTMENTS APRIL 30, 2000 (UNAUDITED)

Showing Percentage of Net Assets

COMMON STOCKS - 91.1%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.2%

AEROSPACE & DEFENSE - 0.0%

Advanced Aerodynamics & 15,900 $ 68,569
Structures, Inc. Class A (a)

DEFENSE ELECTRONICS - 0.2%

Alpha Industries, Inc. (a) 32,000 1,664,000

TOTAL AEROSPACE & DEFENSE 1,732,569

BASIC INDUSTRIES - 4.7%

CHEMICALS & PLASTICS - 0.7%

Cabot Microelectronics Corp. 200 6,500

H.B. Fuller Co. 13,164 505,991

Spartech Corp. 47,000 1,633,250

W.R. Grace & Co. (a) 209,000 2,717,000

4,862,741

IRON & STEEL - 0.4%

Mueller Industries, Inc. (a) 76,700 2,526,306

METALS & MINING - 2.3%

Amcol International Corp. 19,000 311,125

Belden, Inc. 155,000 4,601,563

Cable Design Technology Corp. 7,000 239,750
(a)

Century Aluminum Co. 50,000 700,000

CommScope, Inc. (a) 207,000 9,832,500

15,684,938

PACKAGING & CONTAINERS - 0.7%

Ball Corp. 276 8,694

Gaylord Container Corp. Class 128,000 656,000
A (a)

Longview Fibre Co. 60,000 765,000

Tupperware Corp. 178,000 3,359,750

U.S. Can Corp. (a) 20,000 367,500

5,156,944

PAPER & FOREST PRODUCTS - 0.6%

Buckeye Technologies, Inc. (a) 55,000 1,051,875

Pope & Talbot, Inc. 153,100 3,243,806

4,295,681

TOTAL BASIC INDUSTRIES 32,526,610

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

CONSTRUCTION & REAL ESTATE -
4.0%

BUILDING MATERIALS - 0.6%

Centex Construction Products, 61,100 $ 1,886,463
Inc.

Shaw Group (a) 65,000 2,311,563

4,198,026

CONSTRUCTION - 0.3%

M/I Schottenstein Homes, Inc. 35,000 560,000

Pulte Corp. 60,000 1,290,000

1,850,000

ENGINEERING - 1.2%

DSP Group, Inc. (a) 90,000 6,401,250

Quanta Services, Inc. (a) 45,000 2,089,688

8,490,938

REAL ESTATE - 0.4%

Fairfield Communities, Inc. 42,400 384,250
(a)

LNR Property Corp. 40,000 862,500

Trammell Crow Co. (a) 48,900 635,700

Trendwest Resorts, Inc. (a) 36,000 837,000

2,719,450

REAL ESTATE INVESTMENT TRUSTS
- 1.5%

Alexandria Real Estate 86,300 2,761,600
Equities, Inc.

American Residential 25,000 134,375
Investment Trust, Inc.

Camden Property Trust (SBI) 239,600 6,798,650

Capital Automotive 40,000 557,500

Mid-Atlantic Realty Trust 25,000 237,500

10,489,625

TOTAL CONSTRUCTION & REAL 27,748,039
ESTATE

DURABLES - 2.4%

AUTOS, TIRES, & ACCESSORIES -
0.4%

EOTT Energy Partners LP 25,000 350,000

MarineMax, Inc. (a) 30,000 292,500

Superior Industries 60,000 1,931,250
International, Inc.

2,573,750

CONSUMER DURABLES - 0.2%

Simpson Manufacturing Co. 30,000 1,357,500
Ltd. (a)

CONSUMER ELECTRONICS - 0.2%

Universal Electronics, Inc. 58,800 1,205,400
(a)

HOME FURNISHINGS - 0.4%

Furniture Brands 66,000 1,233,375
International, Inc. (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

DURABLES - CONTINUED

HOME FURNISHINGS - CONTINUED

Haverty Furniture Companies, 60,000 $ 675,000
Inc.

La-Z-Boy, Inc. 59,000 925,563

2,833,938

TEXTILES & APPAREL - 1.2%

McNaughton Apparel Group, 15,000 128,438
Inc. (a)

Pacific Sunwear of 237,000 8,072,813
California, Inc. (a)

8,201,251

TOTAL DURABLES 16,171,839

ENERGY - 6.7%

ENERGY SERVICES - 4.7%

Atwood Oceanics, Inc. (a) 62,000 3,758,750

BJ Services Co. (a) 85,000 5,971,250

ENSCO International, Inc. 300,000 9,956,250

Key Energy Group, Inc. (a) 200,000 1,950,000

Patterson Energy, Inc. (a) 99,000 2,796,750

Rowan Companies, Inc. (a) 150,000 4,190,625

UTI Energy Corp. (a) 94,000 3,266,500

31,890,125

OIL & GAS - 2.0%

Bellwether Exploration Co. (a) 170,800 992,775

Chesapeake Energy Corp. (a) 956,300 3,586,125

Howell Corp. 20,000 141,250

Meridian Resource Corp. (a) 345,000 1,250,625

Patina Oil & Gas Corp. 119,000 1,651,125

Pogo Producing Co. 111,200 2,849,500

Prima Energy Corp. (a) 25,000 715,625

Remington Oil & Gas Corp. (a) 12,900 56,438

Titan Exploration, Inc. (a) 54,000 270,000

Vintage Petroleum, Inc. 124,100 2,466,488

13,979,951

TOTAL ENERGY 45,870,076

FINANCE - 6.9%

BANKS - 1.1%

Advanta Corp. 50,000 850,000

East West Bancorp, Inc. 30,000 375,000

First State Bancorp. 12,900 167,700

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

BANKS - CONTINUED

Greater Bay Bancorp 32,000 $ 1,360,500

Silicon Valley Bancshares (a) 65,000 4,013,750

Whitney Holding Corp. 25,000 871,875

7,638,825

CREDIT & OTHER FINANCE - 2.2%

AmeriCredit Corp. (a) 304,000 5,681,000

Metris Companies, Inc. 257,800 9,667,500

15,348,500

INSURANCE - 2.3%

Amerus Life Holdings, Inc. 43,000 857,313

Arthur J. Gallagher & Co. 46,000 1,713,500

E.W. Blanch Holdings, Inc. 39,000 867,750

Financial Security Assurance 105,000 7,750,313
Holdings Ltd.

Liberty Corp. (The) 25,000 820,313

Medical Assurance, Inc. 17,616 233,412

MONY Group, Inc. 60,000 1,856,250

Presidential Life Corp. 50,000 796,094

Radian Group, Inc. 9,300 473,719

15,368,664

SAVINGS & LOANS - 0.9%

Alliance Bancorp 20,000 331,250

BankUnited Financial Corp. 10,800 66,150
Class A (a)

California Federal Savings
Bank of Los Angeles:

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

secondary contingent 38,540 40,949
litigation recovery
participation interest
rights 1/1/15 (a)

Downey Financial Corp. 131,400 3,925,575

FirstFed Financial Corp. (a) 18,300 228,750

Richmond County Financial 55,000 941,875
Corp.

Staten Island Bancorp, Inc. 50,000 859,375

6,430,884

SECURITIES INDUSTRY - 0.4%

Affiliated Managers Group, 62,000 2,487,750
Inc. (a)

TOTAL FINANCE 47,274,623

HEALTH - 4.4%

DRUGS & PHARMACEUTICALS - 2.8%

Accredo Health, Inc. 48,000 1,350,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Carter-Wallace, Inc. 34,900 $ 776,525

Cytyc Corp. (a) 170,000 7,607,500

Exelixis, Inc. 1,100 20,969

Human Genome Sciences, Inc. 20,000 1,531,250
(a)

Intermune Pharmaceuticals, 400 6,900
Inc.

IntraBiotics Pharmaceuticals, 400 4,650
Inc.

Jones Pharma, Inc. 37,500 1,080,469

Millennium Pharmaceuticals, 29,800 2,365,375
Inc. (a)

Miravant Medical Technologies 70,000 1,172,500
(a)

Tanox, Inc. 1,200 35,100

Titan Pharmaceuticals, Inc. 60,000 1,920,000
(a)

Vical, Inc. (a) 30,000 540,000

XOMA Ltd. (a) 90,300 366,844

18,778,082

MEDICAL EQUIPMENT & SUPPLIES
- 1.2%

Cooper Companies, Inc. 50,000 1,681,250

Datascope Corp. 74,000 2,451,250

Luminex Corp. 1,000 18,625

Mentor Corp. 39,000 689,813

ORATEC Interventions, Inc. 200 6,813

Techne Corp. (a) 50,000 3,556,250

Young Innovations, Inc. (a) 400 6,550

8,410,551

MEDICAL FACILITIES MANAGEMENT
- 0.4%

RehabCare Group, Inc. (a) 30,000 894,375

Syncor International Corp. (a) 50,000 2,062,500

2,956,875

TOTAL HEALTH 30,145,508

INDUSTRIAL MACHINERY &
EQUIPMENT - 6.9%

ELECTRICAL EQUIPMENT - 4.0%

Adtran, Inc. (a) 55,000 3,715,938

Anixter International, Inc. 19,800 667,013
(a)

C-COR.net Corp. (a) 80,000 3,130,000

Cymer, Inc. (a) 70,000 2,734,375

Glenayre Technologies, Inc. 260,800 3,439,300
(a)

Littelfuse, Inc. (a) 14,000 497,000

Powerwave Technologies, Inc. 38,000 7,906,375
(a)

Sensormatic Electronics Corp. 253,000 4,221,938
(a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

ELECTRICAL EQUIPMENT -
CONTINUED

ViaSat, Inc. (a) 21,000 $ 983,063

Vyyo, Inc. 1,000 21,125

27,316,127

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.9%

Briggs & Stratton Corp. 111,000 4,259,625

Donaldson Co., Inc. 97,200 2,259,900

Exide Corp. 100,000 962,500

FSI International, Inc. (a) 120,000 1,792,500

Gehl Co. (a) 40,000 780,000

Manitowoc Co., Inc. 111,200 3,690,450

Mattson Technology, Inc. (a) 80,700 3,964,388

Robotic Vision Systems, Inc. 80,000 1,195,000
(a)

Toro Co. 45,000 1,383,750

20,288,113

TOTAL INDUSTRIAL MACHINERY & 47,604,240
EQUIPMENT

MEDIA & LEISURE - 4.9%

ENTERTAINMENT - 1.2%

Bally Total Fitness Holding 155,000 3,468,125
Corp. (a)

MGM Grand, Inc. 40,000 1,180,000

Zomax, Inc. (a) 79,900 3,780,269

8,428,394

LEISURE DURABLES & TOYS - 0.3%

Arctic Cat, Inc. 28,000 281,750

National R.V. Holdings, Inc. 20,000 245,000
(a)

Rexhall Industries, Inc. 10,000 67,500

Winnebago Industries, Inc. 66,000 1,122,000

1,716,250

LODGING & GAMING - 0.4%

Argosy Gaming Co. (a) 74,000 1,184,000

Aztar Corp. (a) 84,000 1,002,750

Choice Hotels International, 46,000 606,625
Inc. (a)

2,793,375

PUBLISHING - 0.3%

Reader's Digest Association, 70,000 2,240,000
Inc. Class A (non-vtg.)

RESTAURANTS - 2.7%

Applebee's International, 100,000 3,643,750
Inc.

CEC Entertainment, Inc. (a) 225,000 6,750,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - CONTINUED

Jack in the Box, Inc. (a) 170,300 $ 4,172,350

Krispy Kreme Doughnuts, Inc. 200 9,200

Rare Hospitality 56,000 1,732,500
International, Inc. (a)

Ryan's Family Steak Houses, 198,000 1,936,688
Inc. (a)

18,244,488

TOTAL MEDIA & LEISURE 33,422,507

NONDURABLES - 2.3%

BEVERAGES - 0.4%

Canandaigua Brands, Inc. 55,800 2,810,925
Class A (a)

FOODS - 1.4%

Del Monte Foods Co. (a) 400 3,550

International Home Foods, 38,600 562,113
Inc. (a)

Suiza Foods Corp. (a) 224,000 8,722,000

9,287,663

HOUSEHOLD PRODUCTS - 0.5%

Brady Corp. Class A 44,000 1,292,500

Church & Dwight Co., Inc. 137,000 2,448,875

3,741,375

TOTAL NONDURABLES 15,839,963

PRECIOUS METALS - 0.0%

Coeur d'Alene Mines Corp. (a) 60,000 150,000

RETAIL & WHOLESALE - 3.6%

APPAREL STORES - 1.3%

Braun's Fashions Corp. (a) 15,000 343,125

Factory 2-U Stores, Inc. (a) 75,000 2,507,813

Genesco, Inc. (a) 45,000 582,188

Talbots, Inc. 110,000 5,561,875

8,995,001

GENERAL MERCHANDISE STORES -
0.6%

Cost Plus, Inc. (a) 74,150 2,266,209

Hot Topic, Inc. (a) 60,000 1,845,000

4,111,209

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.7%

Brookstone Co., Inc. (a) 19,000 318,250

Gadzooks, Inc. (a) 45,000 992,813

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - CONTINUED

InterTAN, Inc. (a) 70,000 $ 966,875

PC Connection, Inc. 31,000 1,484,125

PETCO Animal Supplies, Inc. 164,500 1,902,031
(a)

SCP Pool Corp. (a) 35,000 1,288,438

Whitehall Jewellers, Inc. (a) 25,000 429,688

Zale Corp. (a) 100,000 4,125,000

11,507,220

TOTAL RETAIL & WHOLESALE 24,613,430

SERVICES - 4.1%

EDUCATIONAL SERVICES - 0.1%

Career Education Corp. (a) 11,000 415,938

LEASING & RENTAL - 0.6%

Dollar Thrifty Automotive 110,000 2,310,000
Group, Inc. (a)

Rent-A-Center, Inc. (a) 80,000 1,630,000

3,940,000

PRINTING - 1.9%

John H. Harland Co. 80,000 1,230,000

Valassis Communications, Inc. 343,500 11,700,469
(a)

12,930,469

SERVICES - 1.5%

Forrester Research, Inc. (a) 65,000 2,945,313

FYI, Inc. (a) 111,000 2,976,188

i3 Mobile, Inc. 700 13,125

Learning Tree International, 78,000 3,739,125
Inc. (a)

Right Management Consultants, 22,000 250,250
Inc. (a)

SITEL Corp. (a) 100,000 687,500

10,611,501

TOTAL SERVICES 27,897,908

TECHNOLOGY - 37.3%

COMMUNICATIONS EQUIPMENT - 4.2%

Advanced Fibre 108,700 4,966,231
Communications, Inc. (a)

Brooktrout, Inc. (a) 120,000 3,240,000

Davox Corp. (a) 70,000 1,785,000

Lucent Technologies, Inc. 169,290 10,527,722

Nortel Networks Corp. 13,000 1,469,611

Tollgrade Communications, 55,200 3,643,200
Inc. (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMMUNICATIONS EQUIPMENT -
CONTINUED

Ulticom, Inc. 100 $ 3,300

Westell Technologies, Inc. 39,600 1,126,125
Class A (a)

Xircom, Inc. (a) 58,700 2,314,981

29,076,170

COMPUTER SERVICES & SOFTWARE
- 4.8%

ARTISTdirect, Inc. 300 1,425

Aspen Technology, Inc. (a) 40,000 1,415,000

Avant! Corp. (a) 100,000 1,800,000

Black Box Corp. (a) 53,000 4,077,688

Blaze Software, Inc. 200 2,588

Breezecom Ltd. 200 5,500

BroadVision, Inc. (a) 60,000 2,636,250

Caldera Systems, Inc. 100 1,300

CyberOptics Corp. (a) 25,000 956,250

Eprise Corp. 200 1,988

Etinuum, Inc. 200 1,163

Go2Net, Inc. (a) 77,300 4,599,350

Healtheon/Web Maryland Corp. 51,100 1,076,294
(a)

HearMe, Inc. 12,000 87,563

Improvenet, Inc. 200 806

Integrated Information 200 1,363
Systems, Inc.

JDA Software Group, Inc. (a) 220,000 4,097,500

Loudeye Technologies, Inc. 200 3,525

Mapics, Inc. (a) 150,000 993,750

MapInfo Corp. (a) 70,000 2,073,750

Mercury Interactive Corp. (a) 15,000 1,350,000

Nuance Communications, Inc. 300 9,056

Numerical Technologies, Inc. 300 12,525

Partsbase.com, Inc. 100 506

Pharmacopeia, Inc. (a) 50,000 2,056,250

Progress Software Corp. (a) 65,000 1,300,000

Project Software & 50,000 1,525,000
Development, Inc. (a)

Proxicom, Inc. 20,000 683,750

Remedy Corp. (a) 40,000 2,125,000

Saba Software, Inc. (a) 200 5,688

Snowball.com, Inc. 200 725

ValueClick, Inc. 200 2,563

Websense, Inc. 100 3,250

32,907,366

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- 6.3%

Adaptec, Inc. (a) 1,100 $ 29,700

Copper Mountain Networks, 42,400 3,535,100
Inc.

Cybex Corp. (a) 100,000 2,737,500

Digital Lightwave, Inc. (a) 66,200 4,534,700

Emulex Corp. (a) 28,000 1,270,500

FileNET Corp. (a) 100,000 2,937,500

GoAmerica, Inc. (a) 900 8,944

Kronos, Inc. (a) 40,000 1,285,000

MICROS Systems, Inc. (a) 50,000 2,012,500

Netpliance, Inc. 200 1,800

Proxim, Inc. (a) 70,000 5,385,625

SanDisk Corp. (a) 174,000 15,942,750

ScanSource, Inc. (a) 19,000 655,500

Zebra Technologies Corp. 54,000 3,078,000
Class A (a)

43,415,119

ELECTRONIC INSTRUMENTS - 3.9%

Aclara Biosciences, Inc. 500 19,063

Anadigics, Inc. (a) 15,000 1,128,750

Cognex Corp. (a) 33,000 1,876,875

Electro Scientific 60,000 3,783,750
Industries, Inc. (a)

Helix Technology, Inc. 73,500 3,753,094

LAM Research Corp. (a) 66,000 3,027,750

LTX Corp. (a) 152,000 6,954,000

Meade Instruments Corp. (a) 15,000 1,096,875

Nanometrics, Inc. (a) 25,000 959,375

PerkinElmer, Inc. 30,000 1,642,500

Sawtek, Inc. (a) 45,000 2,151,563

26,393,595

ELECTRONICS - 17.6%

Actel Corp. (a) 119,000 4,380,688

Advanced Energy Industries, 24,000 1,656,000
Inc. (a)

Altera Corp. (a) 18,900 1,932,525

Amkor Technology, Inc. (a) 120,000 7,342,500

Amphenol Corp. Class A (a) 20,000 1,275,000

Applied Micro Circuits Corp. 28,900 3,724,488
(a)

Arrow Electronics, Inc. (a) 87,400 3,829,213

ArrowPoint Communications, 200 19,600
Inc.

Burr-Brown Corp. (a) 79,500 5,415,938

C-Cube Microsystems, Inc. (a) 30,000 1,927,500

Cirrus Logic, Inc. (a) 416,000 6,812,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

CTS Corp. 87,100 $ 5,492,744

Cypress Semiconductor Corp. 414,000 21,502,100
(a)

Dallas Semiconductor Corp. 44,000 1,889,250

Exar Corp. (a) 49,500 3,968,508

Hadco Corp. (a) 48,000 3,951,000

Insilicon Corp. 100 963

Integrated Device Technology, 358,000 17,206,375
Inc. (a)

Kent Electronics Corp. (a) 100,000 2,918,750

Kopin Corp. (a) 20,000 1,548,750

Parlex Corp. (a) 12,100 282,838

Richardson Electronics Ltd. 10,000 126,875

Semtech Corp. (a) 131,000 8,932,563

Silicon Laboratories, Inc. 100 8,700

Technitrol, Inc. 15,000 1,020,000

Transwitch Corp. (a) 20,000 1,761,250

Triquint Semiconductor, Inc. 82,000 8,430,625

Zoran Corp. (a) 61,000 3,046,188

120,402,931

PHOTOGRAPHIC EQUIPMENT - 0.5%

Imation Corp. (a) 50,000 1,403,125

In Focus Systems, Inc. (a) 60,000 1,796,250

3,199,375

TOTAL TECHNOLOGY 255,394,556

TRANSPORTATION - 1.7%

AIR TRANSPORTATION - 0.5%

UAL Corp. (a) 55,600 3,217,850

TRUCKING & FREIGHT - 1.2%

American Freightways Corp. (a) 50,000 931,250

Arkansas Best Corp. (a) 34,000 439,875

Landstar System, Inc. (a) 70,000 4,007,500

Roadway Express, Inc. 96,000 2,256,000

USFreightways Corp. 11,700 545,513

8,180,138

TOTAL TRANSPORTATION 11,397,988

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - 1.0%

CELLULAR - 0.4%

Powertel, Inc. (a) 20,000 $ 1,345,000

VoiceStream Wireless Corp. (a) 11,441 1,132,659

2,477,659

GAS - 0.6%

Equitable Resources, Inc. 62,000 2,875,250

Southwest Gas Corp. 72,000 1,372,500

4,247,750

TOTAL UTILITIES 6,725,409

TOTAL COMMON STOCKS 624,515,265
(Cost $481,521,886)

INVESTMENT COMPANIES - 1.1%

Asia Tigers Fund, Inc. 100,000 881,250

Emerging Markets 227,737 2,604,742
Infrastructure Fund, Inc.

Emerging Markets 140,000 2,161,250
Telecommunication Fund, Inc.

Kemper International Research 17,634 269,798
Fund Class A

Morgan Stanley Dean Witter 65,000 690,625
Asia-Pacific Fund, Inc.

Singapore Fund, Inc. (a) 83,000 601,750

TOTAL INVESTMENT COMPANIES 7,209,415
(Cost $6,956,504)

CASH EQUIVALENTS - 8.1%

Central Cash Collateral Fund, 12,763,300 12,763,300
5.94% (b)

Taxable Central Cash Fund, 42,778,066 42,778,066
5.77% (b)

TOTAL CASH EQUIVALENTS 55,541,366
(Cost $55,541,366)

TOTAL INVESTMENT PORTFOLIO - 687,266,046
100.3%
(Cost $544,019,756)

NET OTHER ASSETS - (0.3)% (1,886,743)

NET ASSETS - 100% $ 685,379,303

LEGEND

(a) Non-income producing

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

INCOME TAX INFORMATION

At April 30, 2000, the aggregate cost of investment securities for
income tax purposes was $544,265,457. Net unrealized appreciation
aggregated $143,000,589, of which $177,977,770 related to appreciated
investment securities and $34,977,181 related to depreciated
investment securities.

The fund hereby designates approximately $5,338,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

At October 31, 1999, the fund had a capital loss carryforward of
approximately $40,200,000, all of which will expire on October 31,
2006.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 2000 (UNAUDITED)

ASSETS

Investment in securities, at $ 687,266,046
value (cost $544,019,756) -
See accompanying schedule

Receivable for investments 31,065,786
sold

Receivable for fund shares 1,525,224
sold

Dividends receivable 33,025

Interest receivable 195,435

Redemption fees receivable 5,721

Other receivables 388,858

TOTAL ASSETS 720,480,095

LIABILITIES

Payable for investments $ 19,567,410
purchased

Payable for fund shares 2,219,459
redeemed

Accrued management fee 383,658

Other payables and accrued 166,965
expenses

Collateral on securities 12,763,300
loaned, at value

TOTAL LIABILITIES 35,100,792

NET ASSETS $ 685,379,303

Net Assets consist of:

Paid in capital $ 502,877,639

Distributions in excess of (658,852)
net investment income

Accumulated undistributed net 39,914,226
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 143,246,290
(depreciation) on investments

NET ASSETS, for 38,599,125 $ 685,379,303
shares outstanding

NET ASSET VALUE, offering $17.76
price and redemption price
per share ($685,379,303
(divided by) 38,599,125
shares)

STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30,
2000 (UNAUDITED)

INVESTMENT INCOME $ 940,364
Dividends

Interest 1,259,678

Security lending 38,570

TOTAL INCOME 2,238,612

EXPENSES

Management fee Basic fee $ 1,934,377

Performance adjustment (436,494)

Transfer agent fees 923,393

Accounting and security 109,926
lending fees

Non-interested trustees' 1,180
compensation

Custodian fees and expenses 12,659

Registration fees 21,305

Audit 16,734

Legal 10,025

Reports to shareholders 91,605

Miscellaneous 805

Total expenses before 2,685,515
reductions

Expense reductions (74,749) 2,610,766

NET INVESTMENT INCOME (372,154)

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

Investment securities 79,935,813

Foreign currency transactions (1,783) 79,934,030

Change in net unrealized 54,319,150
appreciation (depreciation)
on investment securities

NET GAIN (LOSS) 134,253,180

NET INCREASE (DECREASE) IN $ 133,881,026
NET ASSETS RESULTING FROM
OPERATIONS

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

SIX MONTHS ENDED APRIL 30, SIX MONTHS ENDED OCTOBER 31, YEAR ENDED APRIL 30, 1999
2000 (UNAUDITED) 1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ (372,154) $ 455,890 $ 3,353,386
income

Net realized gain (loss) 79,934,030 56,445,085 (95,016,980)

Change in net unrealized 54,319,150 (37,100,153) (95,805,403)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 133,881,026 19,800,822 (187,468,997)
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (480,924) (2,935,264) (1,778,107)
From net investment income - - (30,938,619)
From net realized gain

In excess of net investment (286,698) - -
income

Total distributions (767,622) (2,935,264) (32,716,726)

Share transactions Net 137,251,366 64,140,263 332,647,409
proceeds from sales of shares

Reinvestment of distributions 750,509 2,869,601 32,481,558

Cost of shares redeemed (142,305,693) (119,146,239) (473,182,473)

NET INCREASE (DECREASE) IN (4,303,818) (52,136,375) (108,053,506)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 638,688 150,786 718,292

TOTAL INCREASE (DECREASE) 129,448,274 (35,120,031) (327,520,937)
IN NET ASSETS

NET ASSETS

Beginning of period 555,931,029 591,051,060 918,571,997

End of period (including $ 685,379,303 $ 555,931,029 $ 591,051,060
under (over) distribution of
net investment income of
$(658,852), $480,924 and
$3,718,168, respectively)

OTHER INFORMATION
Shares

Sold 8,343,102 4,525,388 24,088,575

Issued in reinvestment of 49,213 204,096 1,980,592
distributions

Redeemed (8,833,406) (8,438,204) (34,043,312)

Net increase (decrease) (441,091) (3,708,720) (7,974,145)

</TABLE>

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

SIX MONTHS ENDED APRIL 30, 2000 YEARS ENDED OCTOBER 31,

SELECTED PER-SHARE DATA (UNAUDITED) 1999 F 1999 G 1998 G 1997 G

Net asset value, beginning of $ 14.24 $ 13.83 $ 18.11 $ 13.06 $ 13.89
period

Income from Investment
Operations

Net investment income (loss) (.01) D .01 D .07 D .10 D .06 D

Net realized and unrealized 3.53 .47 (3.71) 6.20 (.39)
gain (loss)

Total from investment 3.52 .48 (3.64) 6.30 (.33)
operations

Less Distributions

From net investment income (.01) (.07) (.04) (.13) (.01)

In excess of net investment (.01) - - - -
income

From net realized gain - - (.61) (1.14) (.51)

Total distributions (.02) (.07) (.65) (1.27) (.52)

Redemption fees added to paid .02 - .01 .02 .02
in capital

Net asset value, end of period $ 17.76 $ 14.24 $ 13.83 $ 18.11 $ 13.06

TOTAL RETURN B, C 24.88% 3.48% (20.61)% 50.21% (2.38)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 685,379 $ 555,931 $ 591,051 $ 918,572 $ 450,666
(000 omitted)

Ratio of expenses to average .88% A .86% A .89% 1.01% .95%
net assets

Ratio of expenses to average .86% A, E .82% A, E .85% E .97% E .90% E
net assets after expense
reductions

Ratio of net investment (.12)% A .15% A .48% .63% .41%
income to average net assets

Portfolio turnover rate 122% A 173% A 96% 88% 176%

</TABLE>

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

YEARS ENDED OCTOBER 31,

SELECTED PER-SHARE DATA 1996 G 1995 G

Net asset value, beginning of $ 10.93 $ 10.61
period

Income from Investment
Operations

Net investment income (loss) .07 .05

Net realized and unrealized 3.74 .28
gain (loss)

Total from investment 3.81 .33
operations

Less Distributions

From net investment income (.08) (.01)

In excess of net investment - -
income

From net realized gain (.77) -

Total distributions (.85) (.01)

Redemption fees added to paid - -
in capital

Net asset value, end of period $ 13.89 $ 10.93

TOTAL RETURN B, C 35.72% 3.12%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 554,573 $ 562,736
(000 omitted)

Ratio of expenses to average 1.01% .97%
net assets

Ratio of expenses to average .99% E .90% E
net assets after expense
reductions

Ratio of net investment .39% .40%
income to average net assets

Portfolio turnover rate 192% 182%

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE AND
FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
F SIX MONTHS ENDED OCTOBER 31
G YEAR ENDED APRIL 30

SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL
STATEMENTS.

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 2000 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

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

SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange) are valued primarily using dealer-supplied valuations or at
their fair value. Short-term securities with remaining maturities of
sixty days or less for which quotations are not readily available are
valued at amortized cost or original cost plus accrued interest, both
of which approximate current value.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

information regarding income taxes under the caption "Income Tax
Information."

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

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

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, foreign currency transactions,
passive foreign investment companies (PFIC), partnerships, non-taxable
dividends, capital loss carryforwards and losses deferred due to wash
sales.

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

SHORT-TERM TRADING (REDEMPTION) FEES. Shares held in the fund less
than 90 days are subject to a short-term trading fee equal to 1.50% of
the proceeds of the redeemed shares. The fee, which is retained by the
fund, is accounted for as an addition to paid in capital.

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

2. OPERATING POLICIES.

JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT - CONTINUED

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.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $348,219,033 and $393,753,027, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2167% to
.5200% for the period. The annual individual fund fee rate is .35%. 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 .49% of average
net assets after the performance adjustment.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $12,703,806. The fund received cash collateral of
$12,763,300 which was invested in cash equivalents.

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 $54,052 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $1,588 and $19,109, respectively, under these arrangements.

PROXY VOTING RESULTS

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# OF % OF
VOTES CAST VOTES CAST
PHYLLIS BURKE DAVIS
Affirmative 6,452,207,010.46 93.387

Withheld 456,902,730.76 6.613

TOTAL 6,909,109,741.22 100.000

RALPH F. COX
Affirmative 6,454,635,392.01 93.422

Withheld 454,474,349.21 6.578

TOTAL 6,909,109,741.22 100.000

ROBERT M. GATES
Affirmative 6,452,253,108.65 93.388

Withheld 456,856,632.57 6.612

TOTAL 6,909,109,741.22 100.000

EDWARD C. JOHNSON 3D
Affirmative 6,456,108,647.32 93.443

Withheld 453,001,093.90 6.557

TOTAL 6,909,109,741.22 100.000

DONALD J. KIRK
Affirmative 6,456,684,925.93 93.452

Withheld 452,424,815.29 6.548

TOTAL 6,909,109,741.22 100.000

NED C. LAUTENBACH
Affirmative 6,460,676,247.62 93.510

Withheld 448,433,493.60 6.490

TOTAL 6,909,109,741.22 100.000

# OF % OF
VOTES CAST VOTES CAST
PETER S. LYNCH
Affirmative 6,459,937,469.58 93.499

Withheld 449,172,271.64 6.501

TOTAL 6,909,109,741.22 100.000

WILLIAM O. MCCOY
Affirmative 6,457,044,561.35 93.457

Withheld 452,065,179.87 6.543

TOTAL 6,909,109,741.22 100.000

GERALD C. MCDONOUGH
Affirmative 6,447,556,799.89 93.320

Withheld 461,552,941.33 6.680

TOTAL 6,909,109,741.22 100.000

MARVIN L. MANN
Affirmative 6,458,028,797.63 93.471

Withheld 451,080,943.59 6.529

TOTAL 6,909,109,741.22 100.000

ROBERT C. POZEN
Affirmative 6,436,313,895.12 93.157

Withheld 472,795,846.10 6.843

TOTAL 6,909,109,741.22 100.000

THOMAS R. WILLIAMS
Affirmative 6,447,589,960.53 93.320

Withheld 461,519,780.69 6.680

TOTAL 6,909,109,741.22 100.000

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent
accountants of the fund.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 257,826,119.25 84.624

Against 5,935,935.20 1.948

Abstain 40,910,652.12 13.428

TOTAL 304,672,706.57 100.000

Broker Non-Votes

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration
of Trust.*

# OF % OF
VOTES CAST VOTES CAST
Affirmative 5,992,780,995.57 86.740

Against 218,788,797.26 3.167

Abstain 697,326,989.54 10.093

TOTAL 6,908,896,782.37 100.000

Broker Non-Votes 212,958.85

PROPOSAL 4

To approve an amended management contract for the fund that would
reduce the management fee payable to FMR by the fund as FMR's assets
under management increase.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 247,823,592.57 81.341

Against 9,096,067.41 2.985

Abstain 47,753,046.59 15.674

TOTAL 304,672,706.57 100.000

* DENOTES TRUST-WIDE PROPOSALS AND VOTING RESULTS.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))

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

8 Montgomery 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

Three Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

801 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 Old N. 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

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 72nd Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

RHODE ISLAND

47 Providence Place
Providence, RI

TENNESSEE

6150 Poplar Avenue
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

1861 International 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 75039-5587

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

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

SELLING SHARES

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

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75039-5587

GENERAL CORRESPONDENCE

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

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(Far East) Inc.
Fidelity Management & Research
(U.K.) Inc.
Fidelity Investments Japan Limited

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Robert A. Lawrence, Vice President
Tim Krochuk, Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Matthew N. Karstetter, Deputy Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Michael Cook

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

SCS-SANN-0600 103972
1.538515.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund (registered trademark)
Contrafund (registered trademark) II
Disciplined Equity Fund
Dividend Growth Fund
Export and Multinational Fund
Fidelity FiftySM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium Fund (registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
TechnoQuant(registered trademark) Growth Fund
Trend Fund
Value Fund

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

FIDELITY(REGISTERED TRADEMARK)
TECHNOQUANT(REGISTERED TRADEMARK) GROWTH
FUND

SEMIANNUAL REPORT
APRIL 30, 2000

(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.

PROXY VOTING RESULTS 27

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, 2000 PAST 6 MONTHS PAST 1 YEAR LIFE OF FUND

FIDELITY TECHNOQUANT GROWTH 19.36% 27.62% 96.41%

S&P 500 (registered trademark) 7.20% 10.13% 109.71%

Capital Appreciation Funds 23.66% 33.58% 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 500SM 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 303 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges. Lipper has
created new comparison categories that group funds according to
portfolio characteristics and capitalization, as well as by
capitalization only. These averages are listed on page 5 of this
report.* The fund's 3% sales charge was eliminated on January 31,
2000.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 2000 PAST 1 YEAR LIFE OF FUND

FIDELITY TECHNOQUANT GROWTH 27.62% 21.50%

S&P 500 10.13% 23.82%

Capital Appreciation Funds 33.58% n/a
Average

$10,000 OVER LIFE OF FUND
TechnoQuant Growth S&P 500
00333 SP001
1996/11/12 10000.00 10000.00
1996/11/30 10240.00 10389.23
1996/12/31 10330.00 10183.42
1997/01/31 10970.00 10819.68
1997/02/28 10230.00 10904.51
1997/03/31 9720.00 10456.44
1997/04/30 9850.00 11080.69
1997/05/31 10730.00 11755.28
1997/06/30 11260.00 12281.92
1997/07/31 12410.00 13259.19
1997/08/31 12470.00 12516.41
1997/09/30 13250.00 13201.94
1997/10/31 12620.00 12760.99
1997/11/30 12370.00 13351.70
1997/12/31 12181.83 13580.95
1998/01/31 12002.69 13731.15
1998/02/28 12982.72 14721.44
1998/03/31 13657.14 15475.33
1998/04/30 13604.45 15631.01
1998/05/31 12940.56 15362.31
1998/06/30 13119.71 15986.33
1998/07/31 12993.25 15816.08
1998/08/31 11296.65 13529.39
1998/09/30 12076.46 14396.08
1998/10/31 12677.12 15567.06
1998/11/30 13372.62 16510.58
1998/12/31 14379.70 17461.92
1999/01/31 15799.38 18192.17
1999/02/28 14627.07 17626.76
1999/03/31 15595.03 18332.01
1999/04/30 15390.68 19042.01
1999/05/31 15014.25 18592.42
1999/06/30 15928.44 19624.30
1999/07/31 15670.32 19011.63
1999/08/31 15681.08 18917.53
1999/09/30 15433.71 18399.00
1999/10/31 16455.45 19563.28
1999/11/30 17133.03 19961.01
1999/12/31 19383.71 21136.71
2000/01/31 18305.48 20074.80
2000/02/29 19653.27 19694.78
2000/03/31 20780.51 21621.53
2000/04/28 19641.02 20970.93
IMATRL PRASUN SHR__CHT 20000430 20000518 121100 R00000000000045

$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. As the chart shows, by April 30, 2000, the
value of the investment would have grown to $19,641 - a 96.41%
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 $20,971 - a 109.71% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER MULTI-CAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTI-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF APRIL 30, 2000, THE SIX MONTH
AND ONE YEAR CUMULATIVE TOTAL RETURNS FOR THE MULTI-CAP CORE FUNDS
AVERAGE WERE 13.64%, AND 15.59%, RESPECTIVELY; AND THE ONE YEAR
AVERAGE ANNUAL TOTAL RETURN WAS 15.59%. THE SIX MONTH AND ONE YEAR
CUMULATIVE TOTAL RETURNS FOR THE MULTI-CAP SUPERGROUP AVERAGE WERE
15.56% AND 19.03%, RESPECTIVELY; AND THE ONE YEAR AVERAGE ANNUAL TOTAL
RETURN WAS 19.03%.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

A prolonged period of market
consistency that fostered seemingly
fixed expectations of rising
technology stocks reversed course
with a sudden change in investor
sentiment during the latter part of the
six-month period that ended April
30, 2000. To wit: After rising to a high
of 5048 on March 10, the tech-heavy
NASDAQ Composite Index - the
benchmark for new economy stocks
that outperformed most other
domestic equity indexes in 1999 -
experienced a pullback in April.
Shortly after experiencing a
10%-20% correction in March, the
NASDAQ sank a full 25% during a
single week in mid-April, dropping
the index to 3321 and hampering its
30.28% return for the period. At the
same time, investors retreated to the
safety of larger companies, such as
those listed in the Standard & Poor's
500SM Index, which ended the period
with a 7.20% return. Another index
of well-established stocks - the Dow
Jones Industrial Average - surged
higher during the NASDAQ's
plummet, but the brief rally wasn't
enough to significantly offset the
blue-chip benchmark's poor returns
earlier in the period, as the Dow
eked out a 0.78% gain. Interest in
stocks of smaller companies followed
a similar pattern to the NASDAQ, as
the Russell 2000(registered trademark) Index - a
barometer of small-cap stocks -
returned a robust 18.72%, but also
experienced monthly declines of
more than 6% in both March and
April.

(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, 2000, the fund returned
19.36%, while the Standard & Poor's 500 Index returned 7.20%. The
capital appreciation funds average tracked by Lipper Inc. returned
23.66% for the same time period. For the year that ended April 30,
2000, the fund returned 27.62%, while the S&P 500 and the Lipper peer
group returned 10.13% and 33.58%, respectively.

Q. WHY DID THE FUND OUTPERFORM THE S&P 500 YET TRAIL ITS PEER GROUP
DURING THE SIX-MONTH PERIOD?

A. The fund outperformed the S&P 500 primarily because of the
portfolio's higher concentration in sectors with strong market
momentum, such as technology and Internet services. On the other hand,
the fund lagged its peer group because a relatively smaller proportion
of the portfolio's assets were invested in the same technology and
Internet sectors. Although my quantitative models suggested a
portfolio that was more concentrated than the broad market, they also
suggested a more diversified portfolio than the peer group, in which
many funds maintained or increased their investments in
technology/Internet and communication stocks - the only two sectors
that experienced overall positive returns during the period.

Q. WHAT FACTORS DID YOUR QUANTITATIVE MODELS INCORPORATE DURING THE
PERIOD?

A. Narrow market breadth remained a critical factor. For example,
between October 1998 - when the NASDAQ index emerged from its last
price correction - and December 1999, only 65 of the index's 4,770
stocks contributed to its gain of 241%. Of that return, fully half of
it came from just five stocks. In response to weak market leadership,
I relaxed some of my models' constraints to emphasize those technical
factors that had demonstrated a good success rate in the current
environment. These included tests of market momentum, money flows,
size and industry sector. Concentrating my models' criteria set served
to reduce the risk of being underweighted in sectors and stocks
experiencing positive market action, including large technology and
Internet stocks. At the same time, my models suggested retaining a
core holding of defensive stocks, such as food and consumer product
companies that could stabilize returns during weak market periods.

Q. WHICH HOLDINGS BENEFITED THE FUND'S PERFORMANCE?

A. The portfolio's top performers reflected my models' emphasis on
market leadership qualities. For example, Cisco, Intel, Oracle and
Texas Instruments - all well-established, large-cap technology stocks
- had attractive technical, as well as fundamental, characteristics.
Large money inflows, strong price and trading volume relationships and
positive market momentum all contributed to substantial returns for
these stocks. The fund's total return also benefited from more limited
investments in several small-cap technology stocks, such as Rambus and
Inktomi. Rambus develops high-speed interface technology, and Inktomi
generates software applications linked to network performance and
intelligence.

Q. WERE THERE ANY DISAPPOINTMENTS?

A. The biggest disappointment was Microsoft. Although the fund was
only market-weighted in the stock, the company's sheer size in the S&P
500 index translated into a relatively large position in the
portfolio. Despite generally positive technical factors, the stock
took an exceptionally heavy hit in response to antitrust concerns and
a late-spring sell-off of new economy stocks. The portfolio's core
holdings of defensive stocks, such as Philip Morris, Bristol-Myers
Squibb and Wal-Mart, underperformed for much of the period as
technology stocks held reign. However, they did live up to their
defensive billing as they helped cushion the portfolio's performance
during the tech sector sell-off in April.

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

A. I expect market volatility to continue, which could benefit active
portfolio managers. Recent market activity, particularly in the
technology sector, is teaching investors to realize that they need to
pick the right stock - not just any stock - in an industry. The
market's focus on the Federal Reserve Board's actions lends additional
uncertainty to the environment. Five interest-rate hikes since June
1999, combined with the potential for additional increases, could
create an unfavorable climate for the large, high price-to-earnings
stocks that have been leading the market. Given these circumstances, I
expect that actively managed, well-diversified portfolios have the
potential to outperform more highly concentrated or indexed
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 30,2000,
more than $68 million

MANAGER: Tim Krochuk, since
inception; manager, Fidelity
Small Cap Selector, since
April 2000; Fidelity Advisor
TechnoQuant Growth Fund,
since 1996; quantitative
analyst, 1994-1996; equity
research associate,
1992-1994; joined Fidelity in
1992

TIM KROCHUK ON USING
TECHNICAL DATA TO ANALYZE
INVESTORS' DECISIONS:

"Investors face many choices in
the stock market, just as consumers
face many choices in the
supermarket. Both investors and
shoppers make purchase decisions
based on preferences for quality and
cost. The reasons underlying these
choices may be unknown, but we do
know the ultimate purchase price
and volume. Collecting such data
from the stock market is called
technical analysis, and every trade
leaves behind a trail of data. In
aggregate, this data provides a
mathematical way of analyzing the
market's `mind.' Technical data also
is very useful because - unlike
fundamental data - it is available
daily.

"Over the past year, technical
analysis was very successful. I
believe investors may be relying
more heavily on technical data to
support shorter investment
holding periods. Last year, on
average, the largest NASDAQ
stocks were held for less than 30
days and Internet stocks were
held for only 15 days. The
infrequency of new fundamental
information, such as earnings,
suggests that investors placed
greater emphasis on technical
indicators, such as price and
volume. As technical analysis
becomes more widespread, it
should achieve greater
prominence as a tool for
shorter-term investment
decisions."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 2000

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

General Electric Co. 4.2 4.3

Intel Corp. 2.9 1.8

Cisco Systems, Inc. 2.9 2.0

Microsoft Corp. 2.8 4.2

Exxon Mobil Corp. 2.3 0.0

Citigroup, Inc. 2.3 1.9

Wal-Mart Stores, Inc. 1.9 2.8

Oracle Corp. 1.7 0.0

Nortel Networks Corp. 1.7 0.0

JDS Uniphase Corp. 1.6 0.0

24.3 17.0

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 2000

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

Technology 34.2 29.4

Energy 9.4 9.7

Health 8.4 6.7

Finance 7.1 7.0

Industrial Machinery & 6.4 7.2
Equipment

</TABLE>

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

AS OF APRIL 30, 2000 * AS OF OCTOBER 31, 1999 **

Stocks 94.5% Stocks 95.7%

Short-Term Investments and Short-Term Investments and
Net Other Assets 5.5% Net Other Assets 4.3%

* FOREIGN INVESTMENTS 5.3% ** FOREIGN INVESTMENTS 2.8%

Row: 1, Col: 1, Value: 94.5 Row: 1, Col: 1, Value: 95.7
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 5.5 Row: 1, Col: 8, Value: 4.3

</TABLE>

INVESTMENTS APRIL 30, 2000 (UNAUDITED)

Showing Percentage of Net Assets

COMMON STOCKS - 94.5%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 1.8%

Advanced Aerodynamics & 68,500 $ 295,406
Structures, Inc. Class A (a)

Boeing Co. 5,300 210,344

Honeywell International, Inc. 6,200 347,200

Lockheed Martin Corp. 14,500 360,688

1,213,638

BASIC INDUSTRIES - 4.2%

CHEMICALS & PLASTICS - 1.4%

Dow Chemical Co. 4,600 519,800

E.I. du Pont de Nemours and 5,100 241,931
Co.

Praxair, Inc. 4,800 213,300

975,031

METALS & MINING - 1.0%

Alcoa, Inc. 6,000 389,250

Century Aluminum Co. 19,500 273,000

662,250

PAPER & FOREST PRODUCTS - 1.8%

Boise Cascade Corp. 6,800 221,425

Georgia-Pacific Corp. 4,800 176,400

International Paper Co. 2,900 106,575

Kimberly-Clark Corp. 7,100 412,244

Willamette Industries, Inc. 7,700 294,044

1,210,688

TOTAL BASIC INDUSTRIES 2,847,969

DURABLES - 1.0%

AUTOS, TIRES, & ACCESSORIES -
0.8%

AutoZone, Inc. (a) 6,800 155,975

General Motors Corp. 4,100 383,863

539,838

CONSUMER DURABLES - 0.2%

Minnesota Mining & 2,000 173,000
Manufacturing Co.

TOTAL DURABLES 712,838

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

ENERGY - 9.4%

ENERGY SERVICES - 2.1%

Baker Hughes, Inc. 6,600 $ 209,963

ENSCO International, Inc. 10,800 358,425

Halliburton Co. 5,700 251,869

Schlumberger Ltd. 3,900 298,594

Tidewater, Inc. 8,500 252,875

Transocean Sedco Forex, Inc. 755 35,485

1,407,211

OIL & GAS - 7.3%

Amerada Hess Corp. 8,000 509,000

Apache Corp. 11,000 532,813

Burlington Resources, Inc. 4,300 169,044

Chevron Corp. 4,100 349,013

EOG Resources, Inc. 4,300 106,963

Exxon Mobil Corp. 20,300 1,577,056

Kerr-McGee Corp. 4,000 207,000

Texaco, Inc. 4,100 202,950

The Coastal Corp. 5,200 260,975

Tosco Corp. 12,100 387,956

Union Pacific Resources 26,700 512,306
Group, Inc.

USX - Marathon Group 7,400 172,513

4,987,589

TOTAL ENERGY 6,394,800

FINANCE - 7.1%

BANKS - 3.3%

Bank of America Corp. 12,500 612,500

Chase Manhattan Corp. 4,600 331,488

First Union Corp. 5,500 175,313

Firstar Corp. 14,800 368,150

J.P. Morgan & Co., Inc. 1,000 128,375

Northern Trust Corp. 4,500 288,563

SunTrust Banks, Inc. 3,100 157,325

Wells Fargo & Co. 4,500 184,781

2,246,495

CREDIT & OTHER FINANCE - 3.0%

American Express Co. 2,200 330,138

Citigroup, Inc. 26,500 1,575,094

MBNA Corp. 4,600 122,188

2,027,420

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

SECURITIES INDUSTRY - 0.8%

Legg Mason, Inc. 3,200 $ 121,000

Morgan Stanley Dean Witter & 6,000 460,500
Co.

581,500

TOTAL FINANCE 4,855,415

HEALTH - 8.4%

DRUGS & PHARMACEUTICALS - 5.4%

Advanced Magnetics, Inc. (a) 21,100 141,106

Allergan, Inc. 4,400 259,050

Alpharma, Inc. Class A 7,400 285,825

Amgen, Inc. (a) 9,800 548,800

Antigenics, Inc. 2,700 44,550

Bristol-Myers Squibb Co. 10,800 566,325

Incyte Pharmaceuticals, Inc. 1,400 107,800
(a)

IVAX Corp. (a) 13,950 381,881

Jones Pharma, Inc. 5,100 146,944

Millennium Pharmaceuticals, 2,100 166,688
Inc. (a)

QIAGEN NV (a) 1,100 159,638

Regeneron Pharmaceuticals, 6,400 182,800
Inc. (a)

Vertex Pharmaceuticals, Inc. 3,400 177,650
(a)

Warner-Lambert Co. 4,500 512,156

3,681,213

MEDICAL EQUIPMENT & SUPPLIES
- 2.7%

Biomet, Inc. 7,200 256,950

Johnson & Johnson 10,300 849,750

Medtronic, Inc. 9,800 508,988

Resmed, Inc. (a) 6,600 224,400

1,840,088

MEDICAL FACILITIES MANAGEMENT
- 0.3%

Columbia/HCA Healthcare Corp. 8,400 238,875

TOTAL HEALTH 5,760,176

INDUSTRIAL MACHINERY &
EQUIPMENT - 6.4%

ELECTRICAL EQUIPMENT - 5.7%

Excel Technology, Inc. (a) 3,800 119,225

General Electric Co. 18,500 2,909,109

Powerwave Technologies, Inc. 900 187,256
(a)

Scientific-Atlanta, Inc. 5,400 351,338

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

ELECTRICAL EQUIPMENT -
CONTINUED

SonicWALL, Inc. 3,100 $ 187,550

Suess MicroTec AG (a) 4,300 170,095

3,924,573

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.7%

Ingersoll-Rand Co. 3,800 178,363

Metron Technology NV 100 2,088

Robotic Vision Systems, Inc. 19,200 286,800
(a)

467,251

TOTAL INDUSTRIAL MACHINERY & 4,391,824
EQUIPMENT

MEDIA & LEISURE - 5.4%

BROADCASTING - 2.0%

AMFM, Inc. (a) 1,700 112,838

CBS Corp. (a) 5,427 318,836

Time Warner, Inc. 8,000 719,500

Univision Communications, 1,900 207,575
Inc. Class A (a)

1,358,749

ENTERTAINMENT - 1.1%

Walt Disney Co. 16,800 727,650

LEISURE DURABLES & TOYS - 0.3%

Callaway Golf Co. 13,400 222,775

LODGING & GAMING - 0.3%

Starwood Hotels & Resorts 6,100 173,469
Worldwide, Inc. unit

PUBLISHING - 0.3%

Gannett Co., Inc. 3,600 229,950

RESTAURANTS - 1.4%

McDonald's Corp. 8,200 312,625

Outback Steakhouse, Inc. (a) 11,100 363,525

Starbucks Corp. (a) 9,000 272,109

948,259

TOTAL MEDIA & LEISURE 3,660,852

NONDURABLES - 3.2%

BEVERAGES - 0.6%

Anheuser-Busch Companies, 5,600 395,150
Inc.

FOODS - 1.0%

ConAgra, Inc. 5,400 101,925

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

NONDURABLES - CONTINUED

FOODS - CONTINUED

Sara Lee Corp. 19,900 $ 298,500

Sysco Corp. 7,600 285,950

686,375

HOUSEHOLD PRODUCTS - 1.0%

Colgate-Palmolive Co. 3,400 194,225

Procter & Gamble Co. 8,000 477,000

671,225

TOBACCO - 0.6%

Philip Morris Companies, Inc. 18,900 413,438

TOTAL NONDURABLES 2,166,188

PRECIOUS METALS - 0.2%

Newmont Mining Corp. 6,000 140,625

RETAIL & WHOLESALE - 5.8%

APPAREL STORES - 0.5%

Gap, Inc. 5,400 198,450

The Limited, Inc. 3,500 158,156

356,606

DRUG STORES - 0.5%

CVS Corp. 7,700 334,950

GENERAL MERCHANDISE STORES -
1.9%

Wal-Mart Stores, Inc. 23,600 1,306,850

GROCERY STORES - 1.0%

Kroger Co. (a) 8,400 155,925

Safeway, Inc. (a) 11,300 498,613

654,538

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.9%

Best Buy Co., Inc. (a) 4,200 339,150

Home Depot, Inc. 14,600 818,513

Staples, Inc. (a) 6,300 120,094

1,277,757

TOTAL RETAIL & WHOLESALE 3,930,701

SERVICES - 1.3%

ADVERTISING - 1.1%

Omnicom Group, Inc. 3,100 282,294

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

SERVICES - CONTINUED

ADVERTISING - CONTINUED

TMP Worldwide, Inc. (a) 5,000 $ 326,875

United Internet AG (a) 600 154,764

763,933

LEASING & RENTAL - 0.2%

Ryder System, Inc. 6,300 139,781

TOTAL SERVICES 903,714

TECHNOLOGY - 34.2%

COMMUNICATIONS EQUIPMENT - 7.1%

Cabletron Systems, Inc. (a) 7,200 164,700

Cisco Systems, Inc. (a) 28,204 1,955,330

Corning, Inc. 3,700 730,750

Lucent Technologies, Inc. 5,300 329,594

Nokia AB sponsored ADR 8,600 489,125

Nortel Networks Corp. 10,000 1,130,470

4,799,969

COMPUTER SERVICES & SOFTWARE
- 8.0%

Affymetrix, Inc. (a) 1,100 148,569

America Online, Inc. (a) 2,900 173,456

Breezecom Ltd. 100 2,750

CMGI, Inc. (a) 3,500 249,375

CyberOptics Corp. (a) 4,400 168,300

Healtheon/Web Maryland Corp. 7,000 147,438
(a)

Inktomi Corp. (a) 1,400 215,513

Internet Pictures Corp. 7,940 125,055

Microsoft Corp. (a) 27,100 1,890,225

Oracle Corp. (a) 14,600 1,167,088

Rational Software Corp. (a) 3,700 314,963

TIBCO Software, Inc. 5,700 507,656

VERITAS Software Corp. (a) 2,100 225,258

Vignette Corp. (a) 2,300 110,831

5,446,477

COMPUTERS & OFFICE EQUIPMENT
- 3.9%

Apple Computer, Inc. (a) 1,300 161,281

Brocade Communications 2,000 248,000
Systems, Inc.

EMC Corp. (a) 4,300 597,431

Juniper Networks, Inc. 1,200 255,225

Lexmark International Group, 2,300 271,400
Inc. Class A (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- CONTINUED

SanDisk Corp. (a) 4,900 $ 448,963

Sun Microsystems, Inc. (a) 7,200 661,950

2,644,250

ELECTRONIC INSTRUMENTS - 1.7%

KLA-Tencor Corp. (a) 3,200 239,600

Kulicke & Soffa Industries, 4,200 328,913
Inc. (a)

LTX Corp. (a) 3,100 141,825

Teradyne, Inc. (a) 4,500 495,000

1,205,338

ELECTRONICS - 13.5%

Altera Corp. (a) 1,600 163,600

Analog Devices, Inc. (a) 3,300 253,481

Applied Micro Circuits Corp. 2,900 373,738
(a)

AVX Corp. 4,000 389,750

Broadcom Corp. Class A (a) 1,500 258,563

Celestica, Inc. (sub. vtg.) 7,900 426,263
(a)

Cree Research, Inc. (a) 1,700 247,350

Flextronics International 11,200 786,800
Ltd. (a)

Intel Corp. 15,700 1,990,956

JDS Uniphase Corp. (a) 10,820 1,121,899

Linear Technology Corp. 2,200 125,675

Micron Technology, Inc. (a) 1,700 236,725

Motorola, Inc. 4,240 504,825

Rambus, Inc. (a) 1,000 230,000

Sanmina Corp. (a) 3,600 216,225

Texas Instruments, Inc. 4,300 700,363

Tyco International Ltd. 12,900 592,594

Viasystems Group, Inc. 10,800 172,125

Vishay Intertechnology, Inc. 5,150 431,956
(a)

9,222,888

TOTAL TECHNOLOGY 23,318,922

TRANSPORTATION - 0.6%

AIR TRANSPORTATION - 0.4%

SkyWest, Inc. 5,700 240,113

TRUCKING & FREIGHT - 0.2%

USFreightways Corp. 2,900 135,213

TOTAL TRANSPORTATION 375,326

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - 5.5%

CELLULAR - 0.6%

QUALCOMM, Inc. (a) 3,800 $ 412,063

ELECTRIC UTILITY - 1.8%

AES Corp. (a) 1,900 170,881

American Electric Power Co., 5,800 212,425
Inc.

Consolidated Edison, Inc. 4,100 144,269

Duke Energy Corp. 6,700 385,250

Entergy Corp. 5,700 144,994

Southern Co. 7,900 197,006

1,254,825

GAS - 0.4%

Questar Corp. 5,400 101,588

Williams Companies, Inc. 3,800 141,788

243,376

TELEPHONE SERVICES - 2.7%

AT&T Corp. 17,700 826,369

Bell Atlantic Corp. 4,900 290,325

SBC Communications, Inc. 17,200 753,575

1,870,269

TOTAL UTILITIES 3,780,533

TOTAL COMMON STOCKS 64,453,521
(Cost $52,271,795)

CASH EQUIVALENTS - 6.4%

Central Cash Collateral Fund, 461,500 461,500
5.94% (b)

Taxable Central Cash Fund, 3,870,511 3,870,511
5.77% (b)

TOTAL CASH EQUIVALENTS 4,332,011
(Cost $4,332,011)

TOTAL INVESTMENT PORTFOLIO - 68,785,532
100.9%
(Cost $56,603,806)

NET OTHER ASSETS - (0.9)% (604,201)

NET ASSETS - 100% $ 68,181,331

LEGEND

(a) Non-income producing

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

INCOME TAX INFORMATION

At April 30, 2000, the aggregate cost of investment securities for
income tax purposes was $56,726,696. Net unrealized appreciation
aggregated $12,058,836, of which $14,835,499 related to appreciated
investment securities and $2,776,663 related to depreciated investment
securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 2000 (UNAUDITED)

ASSETS

Investment in securities, at $ 68,785,532
value (cost $56,603,806) -
See accompanying schedule

Receivable for investments 139,930
sold

Receivable for fund shares 85,189
sold

Dividends receivable 26,317

Interest receivable 13,909

Other receivables 13,730

TOTAL ASSETS 69,064,607

LIABILITIES

Payable for investments $ 302,652
purchased

Payable for fund shares 41,947
redeemed

Accrued management fee 41,451

Other payables and accrued 35,726
expenses

Collateral on securities 461,500
loaned, at value

TOTAL LIABILITIES 883,276

NET ASSETS $ 68,181,331

Net Assets consist of:

Paid in capital $ 48,832,373

Distributions in excess of (32,493)
net investment income

Accumulated undistributed net 7,199,725
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 12,181,726
(depreciation) on investments

NET ASSETS, for 4,253,241 $ 68,181,331
shares outstanding

NET ASSET VALUE, offering $16.03
price and redemption price
per share ($68,181,331
(divided by) 4,253,241
shares)

STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30,
2000 (UNAUDITED)

INVESTMENT INCOME $ 251,805
Dividends

Interest 77,522

Security lending 3,457

TOTAL INCOME 332,784

EXPENSES

Management fee Basic fee $ 176,723

Performance adjustment (5,058)

Transfer agent fees 85,452

Accounting and security 30,087
lending fees

Non-interested trustees' 86
compensation

Custodian fees and expenses 8,146

Registration fees 11,040

Audit 14,062

Legal 559

Reports to shareholders 5,648

Miscellaneous 83

Total expenses before 326,828
reductions

Expense reductions (3,662) 323,166

NET INVESTMENT INCOME 9,618

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

Investment securities 7,324,605

Foreign currency transactions 598 7,325,203

Change in net unrealized 2,548,149
appreciation (depreciation)
on investment securities

NET GAIN (LOSS) 9,873,352

NET INCREASE (DECREASE) IN $ 9,882,970
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, 1999
2000 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 9,618 $ 110,205
income

Net realized gain (loss) 7,325,203 7,901,300

Change in net unrealized 2,548,149 5,053,117
appreciation (depreciation)

NET INCREASE (DECREASE) IN 9,882,970 13,064,622
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (102,933) (76,650)
From net investment income

In excess of net investment (32,493) -
income

From net realized gain (6,734,005) (919,712)

TOTAL DISTRIBUTIONS (6,869,431) (996,362)

Share transactions Net 20,086,617 9,062,326
proceeds from sales of shares

Reinvestment of distributions 6,673,904 966,965

Cost of shares redeemed (11,881,204) (19,839,456)

NET INCREASE (DECREASE) IN 14,879,317 (9,810,165)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 15,742 12,082

TOTAL INCREASE (DECREASE) 17,908,598 2,270,177
IN NET ASSETS

NET ASSETS

Beginning of period 50,272,733 48,002,556

End of period (including $ 68,181,331 $ 50,272,733
under (over) distribution
of net investment income of
$(32,493) and $110,107,
respectively)

OTHER INFORMATION
Shares

Sold 1,264,876 635,560

Issued in reinvestment of 457,742 76,682
distributions

Redeemed (754,358) (1,416,006)

Net increase (decrease) 968,260 (703,764)

</TABLE>

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

SIX MONTHS ENDED APRIL 30, 2000 YEARS ENDED OCTOBER 31,

(UNAUDITED) 1999 1998 1997 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 15.30 $ 12.03 $ 12.62 $ 10.00
period

Income from Investment
Operations

Net investment income (loss) D .00 .03 .04 (.04)

Net realized and unrealized 2.76 3.50 (.03) 2.64
gain (loss)

Total from investment 2.76 3.53 .01 2.60
operations

Less Distributions

From net investment income (.03) (.02) - -

In excess of net investment (.01) - - -
income

From net realized gain (1.99) (.24) (.61) -

Total distributions (2.03) (.26) (.61) -

Redemption fees added to paid .00 .00 .01 .02
in capital

Net asset value, end of period $ 16.03 $ 15.30 $ 12.03 $ 12.62

TOTAL RETURN B, C 19.36% 29.80% .45% 26.20%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 68,181 $ 50,273 $ 48,003 $ 92,733
(000 omitted)

Ratio of expenses to average 1.08% A .89% .91% 1.24% A
net assets

Ratio of expenses to average 1.07% A, F .86% F .88% F 1.24% A
net assets after expense
reductions

Ratio of net investment .03% A .22% .35% (.35)% A
income (loss) to average
net assets

Portfolio turnover rate 143% A 128% 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 FORMER 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 FOR THE PERIOD NOVEMBER 12, 1996 (COMMENCEMENT OF OPERATIONS) TO
OCTOBER 31, 1997.
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, 2000 (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:

SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange) are valued primarily using dealer-supplied valuations or at
their fair value. Short-term securities with remaining maturities of
sixty days or less for which quotations are not readily available are
valued at amortized cost or original cost plus accrued interest, both
of which approximate current value.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

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

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

SHORT-TERM TRADING (REDEMPTION) FEES. Shares held in the fund less
than 30 days are subject to a short-term trading fee equal to .75% of
the proceeds of the redeemed shares. Redemptions on or prior to
January 31, 2000 of shares held less than 90 days were subject to a
short-term trading fee equal to.75% of the proceeds of the redeemed
shares.

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

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

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

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $47,313,575 and $40,862,602, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2167% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annualized rate of .57% of average
net assets after the performance adjustment.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $18,054 on sales of shares of the fund all of which
was retained. Effective January 31, 2000, the fund's 3% sales charge
was eliminated.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $450,762. The fund received cash collateral of
$461,500 which was invested in cash equivalents.

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 $2,560 under this arrangement.

PROXY VOTING RESULTS

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# OF % OF
SHARES VOTED SHARES VOTED
PHYLLIS BURKE DAVIS
Affirmative 6,452,207,010.46 93.387

Withheld 456,902,730.76 6.613

TOTAL 6,909,109,741.22 100.000

RALPH F. COX
Affirmative 6,454,635,392.01 93.422

Withheld 454,474,349.21 6.578

TOTAL 6,909,109,741.22 100.000

ROBERT M. GATES
Affirmative 6,452,253,108.65 93.388

Withheld 456,856,632.57 6.612

TOTAL 6,909,109,741.22 100.000

EDWARD C. JOHNSON 3D
Affirmative 6,456,108,647.32 93.443

Withheld 453,001,093.90 6.557

TOTAL 6,909,109,741.22 100.000

DONALD J. KIRK
Affirmative 6,456,684,925.93 93.452

Withheld 452,424,815.29 6.548

TOTAL 6,909,109,741.22 100.000

NED C. LAUTENBACH
Affirmative 6,460,676,247.62 93.510

Withheld 448,433,493.60 6.490

TOTAL 6,909,109,741.22 100.000

# OF % OF
SHARES VOTED SHARES VOTED
PETER S. LYNCH
Affirmative 6,459,937,469.58 93.499

Withheld 449,172,271.64 6.501

TOTAL 6,909,109,741.22 100.000

WILLIAM O. MCCOY
Affirmative 6,457,044,561.35 93.457

Withheld 452,065,179.87 6.543

TOTAL 6,909,109,741.22 100.000

GERALD C. MCDONOUGH
Affirmative 6,447,556,799.89 93.320

Withheld 461,552,941.33 6.680

TOTAL 6,909,109,741.22 100.000

MARVIN L. MANN
Affirmative 6,458,028,797.63 93.471

Withheld 451,080,943.59 6.529

TOTAL 6,909,109,741.22 100.000

ROBERT C. POZEN
Affirmative 6,436,313,895.12 93.157

Withheld 472,795,846.10 6.843

TOTAL 6,909,109,741.22 100.000

THOMAS R. WILLIAMS
Affirmative 6,447,589,960.53 93.320

Withheld 461,519,780.69 6.680

TOTAL 6,909,109,741.22 100.000

PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the fund.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 30,184,077.06 95.906

Against 541,347.18 1.720

Abstain 747,000.48 2.374

TOTAL 31,472,424.72 100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration
of Trust.*

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 5,992,780,995.57 86.740

Against 218,788,797.26 3.167

Abstain 697,326,989.54 10.093

TOTAL 6,908,896,782.37 100.000

Broker Non-Votes 212,958.85

PROPOSAL 4

To approve an amended management contract for the fund that would
reduce the management fee payable to FMR by the fund as FMR's assets
under management increase and allow future modifications of the
contract without a shareholder vote if permitted by the 1940 Act.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 29,179,517.10 93.346

Against 685,507.55 2.193

Abstain 1,394,441.22 4.461

TOTAL 31,259,465.87 100.000

Broker Non-Votes 212,958.85

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to allow
FMR, FMR U.K., and the trust, on behalf of the fund, to modify the
agreement subject to the requirements of the 1940 Act.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 29,061,023.60 92.967

Against 798,230.41 2.554

Abstain 1,400,211.86 4.479

TOTAL 31,259,465.87 100.000

Broker Non-Votes 212,958.85

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to
allow FMR, FMR Far East, and the trust, on behalf of the fund, to
modify the agreement subject to the requirements of the 1940 Act.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 29,139,416.42 93.218

Against 832,969.74 2.665

Abstain 1,287,079.71 4.117

TOTAL 31,259,465.87 100.000

Broker Non-Votes 212,958.85

PROPOSAL 7

To approve a Distribution and Service Plan for the fund which
describes all material aspects of the proposed financing for the
distribution of fund shares.

# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 28,321,611.33 90.602

Against 1,577,316.99 5.046

Abstain 1,360,537.55 4.352

TOTAL 31,259,465.87 100.000

Broker Non-Votes 212,958.85

* DENOTES TRUST-WIDE PROPOSALS AND VOTING RESULTS.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))

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

(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 75039-5587

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

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

SELLING SHARES

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

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75039-5587

GENERAL CORRESPONDENCE

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

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Limited

ADVISORY BOARD
J. Michael Cook

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

TQG-SANN-0600 103973
1.703563.102

CUSTODIAN
The Chase Manhattan Bank
New York, NY

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund (registered trademark)
Contrafund (registered trademark) II
Disciplined Equity Fund
Dividend Growth Fund
Export and Multinational Fund
Fidelity FiftySM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium Fund(registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
TechnoQuant(registered trademark) Growth Fund
Trend Fund
Value Fund

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

FIDELITY(REGISTERED TRADEMARK)
VALUE
FUND

SEMIANNUAL REPORT
APRIL 30, 2000

(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.

PROXY VOTING RESULTS 28

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

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

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

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

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

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

PERIODS ENDED APRIL 30, 2000 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY VALUE 1.01% -8.94% 77.88% 262.54%

S&P 500 (registered trademark) 7.20% 10.13% 208.38% 459.05%

Russell Midcap Value 2.22% -4.49% 106.55% 308.16%

Capital Appreciation Funds 23.66% 33.58% 194.74% 377.57%
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 500SM Index - a market
capitalization-weighted index of common stocks. You can also compare
the fund's return to the performance of the Russell Midcap Value Index
- a market capitalization-weighted index of value-oriented stocks of
U.S. corporations. 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 303 mutual funds. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges. Lipper has created new comparison categories that
group funds according to portfolio characteristics and capitalization,
as well as by capitalization only. These averages are listed on page 5
of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED APRIL 30, 2000 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY VALUE -8.94% 12.21% 13.75%

S&P 500 10.13% 25.26% 18.78%

Russell Midcap Value -4.49% 15.61% 15.10%

Capital Appreciation Funds 33.58% 21.76% 15.06%
Average

$10,000 OVER 10 YEARS
Value S&P 500
00039 SP001
1990/04/30 10000.00 10000.00
1990/05/31 10647.32 10975.00
1990/06/30 10323.66 10900.37
1990/07/31 10226.93 10865.49
1990/08/31 9330.36 9883.25
1990/09/30 8984.38 9401.93
1990/10/31 8783.48 9361.51
1990/11/30 9181.55 9966.26
1990/12/31 9402.13 10244.32
1991/01/31 9901.49 10690.97
1991/02/28 10498.39 11455.37
1991/03/31 10705.16 11732.59
1991/04/30 10845.61 11760.75
1991/05/31 11450.31 12268.82
1991/06/30 10919.73 11706.91
1991/07/31 11454.21 12252.45
1991/08/31 11731.20 12542.83
1991/09/30 11641.47 12333.37
1991/10/31 11778.02 12498.63
1991/11/30 11107.00 11994.94
1991/12/31 11865.07 13367.16
1992/01/31 12355.77 13118.53
1992/02/29 12838.41 13289.07
1992/03/31 12729.82 13029.93
1992/04/30 13087.78 13413.01
1992/05/31 13220.51 13478.74
1992/06/30 13047.56 13277.90
1992/07/31 13461.83 13820.97
1992/08/31 13148.11 13537.64
1992/09/30 13381.39 13697.38
1992/10/31 13437.70 13745.33
1992/11/30 14028.94 14214.04
1992/12/31 14374.58 14388.87
1993/01/31 14769.02 14509.74
1993/02/28 14846.28 14707.07
1993/03/31 15574.16 15017.39
1993/04/30 15659.55 14653.97
1993/05/31 15984.86 15046.70
1993/06/30 15984.86 15090.33
1993/07/31 16326.44 15029.97
1993/08/31 16895.73 15599.61
1993/09/30 16887.59 15479.49
1993/10/31 17395.89 15799.92
1993/11/30 17042.12 15649.82
1993/12/31 17671.70 15839.18
1994/01/31 18589.76 16377.71
1994/02/28 18422.84 15933.88
1994/03/31 17698.05 15239.16
1994/04/30 18106.57 15434.22
1994/05/31 18370.13 15687.34
1994/06/30 18352.56 15303.00
1994/07/31 18923.61 15804.94
1994/08/31 19595.69 16452.94
1994/09/30 19310.16 16049.84
1994/10/31 19639.61 16410.97
1994/11/30 18756.69 15813.28
1994/12/31 19019.82 16047.79
1995/01/31 18800.77 16463.91
1995/02/28 19364.70 17105.51
1995/03/31 19928.63 17610.29
1995/04/30 20380.71 18128.91
1995/05/31 20832.79 18853.53
1995/06/30 21075.14 19291.49
1995/07/31 21909.38 19931.20
1995/08/31 22156.39 19981.23
1995/09/30 22897.42 20824.44
1995/10/31 22426.70 20750.09
1995/11/30 23424.07 21661.02
1995/12/31 24180.26 22078.21
1996/01/31 24832.99 22829.75
1996/02/29 24915.80 23041.39
1996/03/31 25539.30 23263.28
1996/04/30 26211.52 23606.18
1996/05/31 26567.11 24214.98
1996/06/30 26338.17 24307.24
1996/07/31 24998.61 23233.34
1996/08/31 25914.38 23723.34
1996/09/30 26576.85 25058.49
1996/10/31 26786.31 25749.60
1996/11/30 28301.23 27696.01
1996/12/31 28254.98 27147.35
1997/01/31 28863.50 28843.52
1997/02/28 29159.53 29069.65
1997/03/31 28836.09 27875.18
1997/04/30 29049.89 29539.33
1997/05/31 31363.36 31337.68
1997/06/30 32777.75 32741.61
1997/07/31 34943.20 35346.86
1997/08/31 34208.59 33366.73
1997/09/30 35699.74 35194.23
1997/10/31 33298.56 34018.74
1997/11/30 33841.29 35593.47
1997/12/31 34210.48 36204.61
1998/01/31 34159.84 36605.03
1998/02/28 36793.36 39244.98
1998/03/31 38154.44 41254.72
1998/04/30 38730.52 41669.74
1998/05/31 37812.59 40953.44
1998/06/30 37363.12 42616.97
1998/07/31 35242.37 42163.10
1998/08/31 29468.88 36067.16
1998/09/30 29867.70 38377.62
1998/10/31 32855.74 41499.25
1998/11/30 33881.29 44014.52
1998/12/31 34273.20 46550.64
1999/01/31 33881.29 48497.39
1999/02/28 33141.85 46990.09
1999/03/31 33481.99 48870.16
1999/04/30 39811.63 50762.90
1999/05/31 40181.35 49564.39
1999/06/30 42052.14 52315.21
1999/07/31 40262.69 50681.93
1999/08/31 38687.67 50431.06
1999/09/30 37349.28 49048.74
1999/10/31 35892.58 52152.55
1999/11/30 35899.97 53212.81
1999/12/31 37204.65 56347.04
2000/01/31 34020.05 53516.17
2000/02/29 31616.74 52503.11
2000/03/31 34954.20 57639.49
2000/04/28 36253.52 55905.11
IMATRL PRASUN SHR__CHT 20000430 20000518 115112 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Value Fund on April 30, 1990. As the chart shows,
by April 30, 2000, the value of the investment would have grown to
$36,254 - a 262.54% increase on the initial investment. For
comparison, look at how the Standard & Poor's 500 Index did over the
same period. With dividends and capital gains, if any, reinvested, the
same $10,000 would have grown to $55,905 - a 459.05% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER MID-CAP VALUE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MID-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF APRIL 30, 2000, THE SIX
MONTH, ONE YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE TOTAL RETURNS FOR
THE MID-CAP VALUE FUNDS AVERAGE WERE, 13.46%, 11.01%, 103.71%, AND
267.66%, RESPECTIVELY; AND THE ONE YEAR, FIVE YEAR AND 10 YEAR AVERAGE
ANNUAL TOTAL RETURNS WERE 11.01%, 14.73% AND 13.19%, RESPECTIVELY. THE
SIX MONTH, ONE YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE TOTAL RETURNS
FOR THE MID-CAP SUPERGROUP AVERAGE WERE 28.73%, 41.81%, 168.31% AND
392.17%, RESPECTIVELY; AND THE ONE YEAR, FIVE YEAR AND 10 YEAR AVERAGE
ANNUAL TOTAL RETURNS WERE 41.81%, 20.85% AND 16.42%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

A prolonged period of market
consistency that fostered seemingly
fixed expectations of rising
technology stocks reversed course
with a sudden change in investor
sentiment during the latter part of the
six-month period ended April 30,
2000. To wit: After rising to a high of
5048 on March 10, the tech-heavy
NASDAQ Composite Index - the
benchmark for new economy stocks
that outperformed most other
domestic equity indexes in 1999 -
experienced a pullback in April.
Shortly after experiencing a
10%-20% correction in March, the
NASDAQ sank a full 25% during a
single week in mid-April, dropping
the index to 3321 and hampering its
30.28% return for the period. At the
same time, investors retreated to the
safety of larger companies, such as
those listed in the Standard & Poor's
500SM Index, which ended the period
with a 7.20% return. Another index
of well-established stocks - the Dow
Jones Industrial Average - surged
higher during the NASDAQ's
plummet, but the brief rally wasn't
enough to significantly offset the
blue-chip benchmark's poor returns
earlier in the period, as the Dow
eked out a 0.78% gain. Interest in
stocks of smaller companies followed
a similar pattern to the NASDAQ, as
the Russell 2000(registered trademark) Index - a
barometer of small-cap stocks -
returned a robust 18.72%, but also
experienced monthly declines of more
than 6% in both March and April.

(photograph of Rich Fentin)

An interview with Rich Fentin, Portfolio Manager of Fidelity Value
Fund

Q. RICH, HOW DID THE FUND PERFORM DURING THE SIX MONTHS THAT ENDED
APRIL 30, 2000?

A. During the six-month period, the fund returned 1.01%, compared to
7.20% for the Standard & Poor's 500 Index, 2.22% for the Russell
Midcap Value Index and 23.66% for the capital appreciation funds
average tracked by Lipper Inc. For the 12 months that ended April 30,
2000, the fund returned -8.94%, while the S&P 500 returned 10.13%, the
Russell Midcap Value Index fell 4.49%, and the Lipper capital
appreciation funds average gained 33.58%.

Q. WHAT WERE THE MAIN FACTORS THAT DROVE THE FUND'S PERFORMANCE OVER
THE PAST SIX MONTHS?

A. I pursue a value-oriented investment style, and the market
environment for most of the past six months was not favorable for
value funds. The S&P 500 and the Lipper group include both growth and
value stocks, while the fund attempts to beat the S&P 500 by typically
investing in value stocks. Generally, I buy the type of stocks found
in the Russell Midcap Value Index. That being said, the six-month
period could be divided into two parts. From the beginning of November
until the middle of March, the market was led almost exclusively by
high-growth technology stocks selling at extremely high valuations.
During the last six weeks of the period, the market rotated
significantly away from these investments and toward more old economy
industrial names that had been neglected. While the fund experienced
very strong performance in March and April - gaining about 14% for
those two months - it was not enough to offset the effects of the
run-up in technology stocks during the first four months of the
period. The fund trailed the Lipper group, the S&P 500 and the Russell
Midcap Value Index because it had very little invested in technology,
where I did not find much, if any, value.

Q. WHERE DID YOU FIND INVESTMENT OPPORTUNITIES?

A. As investors herded into high-priced technology stocks, many good
companies fell into the value universe. While stock market averages
were on the rise, the number of stocks suffering share-price declines
significantly outnumbered those enjoying share-price advances. As a
result, there were a lot of buying opportunities for the fund. Over
the first half of the six-month period, the fund had a significant
weighting in commodity companies, including those involved with oil,
steel, aluminum and chemicals. Midway through the period, I was
attracted to manufacturing companies such as Ingersoll-Rand and Black
& Decker. Overall, I found that I could invest in stocks selling at a
price-to-earnings ratio of under 10, with solid business franchises,
five to eight years of earnings growth, and solid prospects. Food and
aerospace were two other areas that caught my eye.

Q. WHICH STOCKS HELPED PERFORMANCE?

A. Sometimes what you don't own is as important as what you do own.
During the past six months, the fund benefited from maintaining a very
small stake in the financial sector, which was hurt by rising interest
rates. The fund's top-performing stock was Quest Diagnostics, a
clinical laboratory company. Quest bought its top competitor and
became the largest company in an improving industry. The fund's energy
and energy service stocks also performed well, including Weatherford,
Amerada Hess, Halliburton and Noble Drilling. Capacity utilization in
the oil and gas markets has been historically high for a few years and
investors became more convinced that OPEC would help keep oil prices
at higher, sustainable levels.

Q. WHAT ABOUT DISAPPOINTMENTS?

A. The fund's worst-performing group was the retailers, including
Federated Department Stores and Consolidated Stores. This sector fell
due to fears that Federal Reserve Board interest-rate hikes would slow
consumer spending. Some stocks also fell due to concerns that new
dot.com companies would eat into their companies' business.

Q. WHAT IS YOUR OUTLOOK?

A. While significant overvaluation remains in some pockets of the
stock market, many sectors experienced a significant bear market.
Therefore, there are many quality companies offering particular value.
With the Fed maintaining an assertive stance toward raising rates,
many stock prices reflect particularly bad news going forward; many
have reached 20- to 30-year valuation lows and are priced as if a
recession is expected. While there are a lot of opportunities for
value-oriented investors, I don't anticipate a turnaround in many
stock prices until or unless something happens to indicate that the
Fed will stop raising rates or will start lowering them. But even if
the U.S. economy does experience a significant slowdown, the backdrop
remains positive, with low inflation, budget surpluses and a strong
dollar.

(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 that are undervalued in
the marketplace

FUND NUMBER: 039

TRADING SYMBOL: FDVLX

START DATE: December 1,
1978

SIZE: as of April 30, 2000,
more than $3.7 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:

"After watching some technology
company stocks post astronomical
returns through the beginning of
March 2000, we saw many of them
begin to fall to earth. The
relatively strong performance of
value stocks from that point
through the end of April 2000
pointed out to investors why a value
fund could be an important
component of a diversified portfolio.
That's not to say that investors
should invest exclusively in a
mutual fund with a value-oriented
investment style, much the same as
how the past six weeks show the
dangers of investing exclusively in
speculative technology stocks.
Investors may want to hold a
significant stake in growth or
technology stocks for the long
term, but there are a lot of ways to
make money within a balanced
portfolio.

"A traditional investment
philosophy includes diversification.
Own speculative stocks, but
balance your investments. The
value approach offers a
historically proven successful way
to enjoy capital appreciation.
Diversify into international funds
or blue-chip stocks. All of these
investments belong in your
portfolio, because at any given
moment in a market cycle each will
work better than the others. If you
diversify your portfolio, you will be
able to take advantage of rallies in
the market wherever they arise."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF APRIL
30, 2000

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

Deluxe Corp. 4.0 3.2

Federated Department Stores, 3.3 3.4
Inc.

R.R. Donnelley & Sons Co. 2.8 2.5

American Standard Companies, 2.8 3.0
Inc.

CNF Transportation, Inc. 2.4 1.9

Consolidated Stores Corp. 2.4 2.8

Harsco Corp. 2.4 1.7

Snap-On, Inc. 2.3 1.9

Republic Services, Inc. Class A 2.2 1.2

Halliburton Co. 2.1 1.4

26.7 23.0

TOP FIVE MARKET SECTORS AS OF
APRIL 30, 2000

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

Basic Industries 12.6 19.6

Construction & Real Estate 11.9 9.7

Services 9.6 8.2

Industrial Machinery & 8.8 5.6
Equipment

Energy 8.5 12.1

</TABLE>

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

AS OF APRIL 30, 2000 * AS OF OCTOBER 31, 1999 **

Stocks 92.0% Stocks 89.6%

Convertible Securities 1.3% Convertible Securities 1.2%

Short-Term Investments and Short-Term Investments and
Net Other Assets 6.7% Net Other Assets 9.2%

* FOREIGN INVESTMENTS 2.1% ** FOREIGN INVESTMENTS 1.5%

Row: 1, Col: 1, Value: 92.0 Row: 1, Col: 1, Value: 89.59999999999999
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 1.3 Row: 1, Col: 4, Value: 1.2
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 6.7 Row: 1, Col: 8, Value: 9.199999999999999

</TABLE>

INVESTMENTS APRIL 30, 2000 (UNAUDITED)

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 92.0%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 3.3%

AEROSPACE & DEFENSE - 3.1%

Boeing Co. 20,000 $ 794

GenCorp, Inc. (d) 2,684,600 27,014

Harsco Corp. (d) 2,930,000 86,984

114,792

SHIP BUILDING & REPAIR - 0.2%

General Dynamics Corp. 150,000 8,775

TOTAL AEROSPACE & DEFENSE 123,567

BASIC INDUSTRIES - 12.1%

CHEMICALS & PLASTICS - 6.1%

Arch Chemicals, Inc. 307,500 6,073

Cabot Corp. 636,000 17,172

CK Witco Corp. 2,953,176 34,700

Dow Chemical Co. 100,000 11,300

E.I. du Pont de Nemours and 44,524 2,112
Co.

Engelhard Corp. 1,251,100 21,972

Geon Co. (d) 1,627,200 35,595

Hercules, Inc. 1,218,600 18,964

Lyondell Chemical Co. 10,000 184

M.A. Hanna Co. 618,000 7,107

Millennium Chemicals, Inc. 670,000 13,358

Praxair, Inc. 440,000 19,553

W.R. Grace & Co. (a) 2,974,800 38,672

226,762

IRON & STEEL - 0.7%

Mueller Industries, Inc. (a) 70,000 2,306

Nucor Corp. 400,900 17,239

USX - U.S. Steel Group 200,000 5,013

24,558

METALS & MINING - 0.6%

Alcoa, Inc. 43,300 2,809

Phelps Dodge Corp. 80,000 3,700

Ryerson Tull, Inc. 1,113,441 13,779

20,288

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - CONTINUED

PACKAGING & CONTAINERS - 1.8%

American National Can Group, 1,190,000 $ 20,007
Inc.

Bemis Co., Inc. 1,315,700 48,434

68,441

PAPER & FOREST PRODUCTS - 2.9%

Albany International Corp. 1,293,830 19,650
Class A (a)(d)

Bowater, Inc. 191,700 10,544

Chesapeake Corp. 384,500 12,016

Fort James Corp. 1,488,562 35,632

Pentair, Inc. 810,000 30,983

108,825

TOTAL BASIC INDUSTRIES 448,874

CONSTRUCTION & REAL ESTATE -
11.9%

BUILDING MATERIALS - 6.6%

American Standard Companies, 2,499,600 102,484
Inc. (a)

Crane Co. 969,500 26,055

Ferro Corp. (d) 3,143,400 71,905

Hussmann International, Inc. 762,900 10,585

Omnova Solutions, Inc. (d) 3,064,000 18,384

Sherwin-Williams Co. 580,000 14,428

243,841

ENGINEERING - 2.0%

Fluor Corp. 2,221,200 74,549

REAL ESTATE - 0.4%

Iron Mountain, Inc. (a) 476,000 16,660

REAL ESTATE INVESTMENT TRUSTS
- 2.9%

Apartment Investment & 416,800 16,568
Management Co. Class A

Arden Realty Group, Inc. 524,700 11,675

Avalonbay Communities, Inc. 339,200 13,271

BRE Properties, Inc. Class A 341,100 9,529

Duke-Weeks Realty Corp. 379,200 8,224

Equity Office Properties Trust 190,000 5,166

First Industrial Realty 163,900 4,927
Trust, Inc.

Fortress Investment Corp. (c) 250,000 3,344

Kimco Realty Corp. 274,000 10,909

ProLogis Trust 183,500 3,613

Public Storage, Inc. 373,800 8,364

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
CONTINUED

REAL ESTATE INVESTMENT TRUSTS
- CONTINUED

Simon Property Group, Inc. 366,800 $ 9,308

Spieker Properties, Inc. 84,400 3,740

108,638

TOTAL CONSTRUCTION & REAL 443,688
ESTATE

DURABLES - 7.7%

AUTOS, TIRES, & ACCESSORIES -
2.3%

AutoNation, Inc. (a) 4,028,400 36,759

Eaton Corp. 428,900 36,028

Goodyear Tire & Rubber Co. 508,800 14,056

86,843

CONSUMER DURABLES - 2.3%

Snap-On, Inc. (d) 3,235,800 85,546

CONSUMER ELECTRONICS - 0.9%

Black & Decker Corp. 795,500 33,461

HOME FURNISHINGS - 1.9%

Heilig-Meyers Co. 735,200 2,252

Herman Miller, Inc. 1,958,300 53,608

Hillenbrand Industries, Inc. 534,700 16,108

71,968

TEXTILES & APPAREL - 0.3%

Kellwood Co. 181,700 3,112

Liz Claiborne, Inc. 8,800 408

Shaw Industries, Inc. 414,700 6,557

Unifi, Inc. (a) 46,500 474

10,551

TOTAL DURABLES 288,369

ENERGY - 8.5%

ENERGY SERVICES - 2.9%

Halliburton Co. 1,807,300 79,860

Helmerich & Payne, Inc. 558,600 17,491

Weatherford International, 303,674 12,337
Inc.

109,688

OIL & GAS - 5.6%

Amerada Hess Corp. 1,198,300 76,242

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Burlington Resources, Inc. 320,300 $ 12,592

Conoco, Inc. Class B 725,169 18,039

Grant Prideco, Inc. (a) 303,674 5,846

Occidental Petroleum Corp. 1,847,200 39,599

Ocean Energy, Inc. (a) 733,000 9,483

Sunoco, Inc. 502,200 15,223

Tosco Corp. 926,800 29,716

206,740

TOTAL ENERGY 316,428

FINANCE - 6.7%

BANKS - 1.4%

AmSouth Bancorp. 610,000 8,883

Bank One Corp. 650,000 19,825

Comerica, Inc. 321,100 13,607

Compass Bancshares, Inc. 231,300 4,279

Hudson United Bancorp 130,000 2,933

U.S. Bancorp 50,000 1,016

50,543

CREDIT & OTHER FINANCE - 0.4%

Associates First Capital 750,000 16,641
Corp. Class A

FEDERAL SPONSORED CREDIT - 2.7%

Fannie Mae 850,000 51,266

Freddie Mac 1,100,000 50,531

101,797

INSURANCE - 2.2%

Ace Ltd. 1,325,700 31,734

Commerce Group, Inc. 237,200 6,997

MetLife, Inc. 1,400,000 23,188

Protective Life Corp. 30,000 714

Sun Life Financial Services 600,000 7,152
Canada, Inc.

UnumProvident Corp. 623,900 10,606

80,391

TOTAL FINANCE 249,372

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - 2.4%

MEDICAL EQUIPMENT & SUPPLIES
- 1.4%

DENTSPLY International, Inc. 1,817,800 $ 52,830

MEDICAL FACILITIES MANAGEMENT
- 1.0%

Quest Diagnostics, Inc. (a) 635,700 36,990

TOTAL HEALTH 89,820

HOLDING COMPANIES - 0.2%

PartnerRe Ltd. 190,800 7,012

INDUSTRIAL MACHINERY &
EQUIPMENT - 8.8%

ELECTRICAL EQUIPMENT - 1.8%

AMETEK, Inc. (d) 3,305,000 67,959

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.8%

Ingersoll-Rand Co. 651,500 30,580

ITT Industries, Inc. 845,900 26,699

Kaydon Corp. 1,252,300 29,273

Kennametal, Inc. 551,381 15,852

102,404

POLLUTION CONTROL - 4.2%

Ogden Corp. 2,221,900 21,802

Republic Services, Inc. Class 6,098,700 83,476
A (a)

Waste Management, Inc. 3,243,622 51,492

156,770

TOTAL INDUSTRIAL MACHINERY & 327,133
EQUIPMENT

MEDIA & LEISURE - 1.5%

LEISURE DURABLES & TOYS - 0.1%

Callaway Golf Co. 336,400 5,593

LODGING & GAMING - 0.5%

Gtech Holdings Corp. (a) 124,200 2,577

Harrah's Entertainment, Inc. 200,000 4,113
(a)

Starwood Hotels & Resorts 388,200 11,039
Worldwide, Inc. unit

17,729

PUBLISHING - 0.9%

Banta Corp. (d) 1,703,500 33,325

TOTAL MEDIA & LEISURE 56,647

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - 2.3%

BEVERAGES - 0.4%

Canandaigua Brands, Inc. 279,300 $ 14,070
Class A (a)

FOODS - 1.6%

Dean Foods Co. 404,300 9,905

Earthgrains Co. 424,100 5,964

Keebler Foods Co. 562,100 17,671

Nabisco Group Holdings Corp. 790,200 10,174

Nabisco Holdings Corp. Class A 404,100 15,179

58,893

TOBACCO - 0.3%

RJ Reynolds Tobacco Holdings, 672,000 13,944
Inc.

TOTAL NONDURABLES 86,907

PRECIOUS METALS - 0.8%

Agnico-Eagle Mines Ltd. 1,184,800 6,321

Newmont Mining Corp. 1,070,200 25,083

31,404

RETAIL & WHOLESALE - 8.5%

APPAREL STORES - 1.9%

Payless ShoeSource, Inc. (a) 726,400 40,043

The Limited, Inc. 696,921 31,492

71,535

GENERAL MERCHANDISE STORES -
6.2%

Consolidated Stores Corp. 7,070,050 87,934
(a)(d)

Federated Department Stores, 3,593,800 122,189
Inc. (a)

Nordstrom, Inc. 688,240 19,142

229,265

GROCERY STORES - 0.4%

Fleming Companies, Inc. 882,172 14,501

TOTAL RETAIL & WHOLESALE 315,301

SERVICES - 9.6%

LEASING & RENTAL - 0.3%

Central Parking Corp. 125,500 3,216

Ryder System, Inc. 327,300 7,262

10,478

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - CONTINUED

PRINTING - 7.7%

Deluxe Corp. (d) 5,952,300 $ 149,916

John H. Harland Co. (d) 2,199,700 33,820

R.R. Donnelley & Sons Co. 4,865,700 103,396

287,132

SERVICES - 1.6%

Dun & Bradstreet Corp. 487,600 14,689

Gartner Group, Inc. Class B 312,467 3,379
(a)

H&R Block, Inc. 563,500 23,561

Pittston Co. - Brinks Group 636,400 10,421

Regis Corp. 547,400 6,398

58,448

TOTAL SERVICES 356,058

TECHNOLOGY - 2.9%

COMPUTER SERVICES & SOFTWARE
- 0.4%

Ceridian Corp. (a) 630,000 13,663

Unisys Corp. (a) 100,000 2,319

15,982

COMPUTERS & OFFICE EQUIPMENT
- 1.8%

Diebold, Inc. 293,000 8,460

UNOVA, Inc. (a)(d) 4,244,400 59,422

67,882

ELECTRONIC INSTRUMENTS - 0.3%

Thermo Electron Corp. (a) 450,400 8,727

PHOTOGRAPHIC EQUIPMENT - 0.4%

Polaroid Corp. 705,200 14,236

TOTAL TECHNOLOGY 106,827

TRANSPORTATION - 4.1%

RAILROADS - 1.6%

Burlington Northern Santa Fe 674,500 16,272
Corp.

Canadian National Railway Co. 459,400 12,828

CSX Corp. 757,600 15,862

Norfolk Southern Corp. 719,700 12,685

57,647

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TRANSPORTATION - CONTINUED

SHIPPING - 0.1%

Teekay Shipping Corp. 140,500 $ 4,610

TRUCKING & FREIGHT - 2.4%

CNF Transportation, Inc. (d) 3,214,000 89,791

TOTAL TRANSPORTATION 152,048

UTILITIES - 0.7%

ELECTRIC UTILITY - 0.4%

Citizens Utilities Co. Class 969,400 15,571
B (a)

TELEPHONE SERVICES - 0.3%

BellSouth Corp. 214,000 10,419

TOTAL UTILITIES 25,990

TOTAL COMMON STOCKS 3,425,445
(Cost $3,896,761)

CONVERTIBLE PREFERRED STOCKS
- 1.3%

BASIC INDUSTRIES - 0.5%

PACKAGING & CONTAINERS - 0.5%

Owens-Illinois, Inc. $2.375 681,200 16,604

FINANCE - 0.3%

CREDIT & OTHER FINANCE - 0.3%

Union Pacific Capital Trust 268,000 11,323
$3.125 TIDES (c)

MEDIA & LEISURE - 0.3%

PUBLISHING - 0.3%

Readers Digest Automatic 407,000 11,752
Common Exchange Securities
Trust $1.93 TRACES

TRANSPORTATION - 0.2%

RAILROADS - 0.2%

Canadian National Railway Co. 175,000 7,875
$2.62

TOTAL CONVERTIBLE PREFERRED 47,554
STOCKS
(Cost $63,335)

CASH EQUIVALENTS - 7.2%

SHARES VALUE (NOTE 1) (000S)

Central Cash Collateral Fund, 2,953,800 $ 2,954
5.94% (b)

Taxable Central Cash Fund, 265,142,943 265,143
5.77% (b)

TOTAL CASH EQUIVALENTS 268,097
(Cost $268,097)

TOTAL INVESTMENT PORTFOLIO - 3,741,096
100.5%
(Cost $4,228,193)

NET OTHER ASSETS - (0.5)% (19,116)

NET ASSETS - 100% $ 3,721,980

</TABLE>

SECURITY TYPE ABBREVIATIONS

TIDES - Term Income Deferred Equity
Securities

TRACES - Trust Automatic Common
Exchange Securities

LEGEND

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $14,667,000 or 0.4% of net assets.

(d) Affiliated company

INCOME TAX INFORMATION

At April 30, 2000, the aggregate cost of investment securities for
income tax purposes was $4,229,321,000. Net unrealized depreciation
aggregated $488,225,000, of which $293,448,000 related to appreciated
investment securities and $781,673,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) APRIL 30,
2000 (UNAUDITED)

ASSETS

Investment in securities, at $ 3,741,096
value (cost $4,228,193) -
See accompanying schedule

Receivable for investments 17,950
sold

Receivable for fund shares 4,068
sold

Dividends receivable 3,048

Interest receivable 1,103

Other receivables 51

TOTAL ASSETS 3,767,316

LIABILITIES

Payable for investments $ 29,429
purchased

Payable for fund shares 11,788
redeemed

Accrued management fee 714

Other payables and accrued 451
expenses

Collateral on securities 2,954
loaned, at value

TOTAL LIABILITIES 45,336

NET ASSETS $ 3,721,980

Net Assets consist of:

Paid in capital $ 4,336,359

Undistributed net investment 29,072
income

Accumulated undistributed net (156,324)
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation (487,127)
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 87,194 shares $ 3,721,980
outstanding

NET ASSET VALUE, offering $42.69
price and redemption price
per share ($3,721,980
(divided by) 87,194 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

INVESTMENT INCOME $ 40,300
Dividends (including $11,779
received from affiliated
issuers)

Interest 5,923

Security lending 67

TOTAL INCOME 46,290

EXPENSES

Management fee Basic fee $ 11,382

Performance adjustment (6,463)

Transfer agent fees 4,440

Accounting and security 355
lending fees

Non-interested trustees' 6
compensation

Custodian fees and expenses 55

Registration fees 31

Audit 26

Legal 103

Reports to shareholders 288

Miscellaneous 6

Total expenses before 10,229
reductions

Expense reductions (635) 9,594

NET INVESTMENT INCOME 36,696

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

Investment securities (155,184)
(including realized gain
(loss) of $44,494 on sales
of investments in affiliated
issuers)

Foreign currency transactions 10 (155,174)

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 116,505

Assets and liabilities in (47) 116,458
foreign currencies

NET GAIN (LOSS) (38,716)

NET INCREASE (DECREASE) IN $ (2,020)
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, 1999
2000 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 36,696 $ 79,542
income

Net realized gain (loss) (155,174) 747,626

Change in net unrealized 116,458 (404,132)
appreciation (depreciation)

NET INCREASE (DECREASE) IN (2,020) 423,036
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (66,630) (59,249)
From net investment income

From net realized gain (512,953) (770,273)

TOTAL DISTRIBUTIONS (579,583) (829,522)

Share transactions Net 713,041 2,275,068
proceeds from sales of shares

Reinvestment of distributions 556,334 789,967

Cost of shares redeemed (1,644,366) (3,871,891)

NET INCREASE (DECREASE) IN (374,991) (806,856)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) (956,594) (1,213,342)
IN NET ASSETS

NET ASSETS

Beginning of period 4,678,574 5,891,916

End of period (including $ 3,721,980 $ 4,678,574
undistributed net investment
income of $29,072 and
$79,692, respectively)

OTHER INFORMATION
Shares

Sold 17,044 43,270

Issued in reinvestment of 13,008 17,239
distributions

Redeemed (39,235) (77,661)

Net increase (decrease) (9,183) (17,152)

</TABLE>

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

SIX MONTHS ENDED APRIL 30, 2000 YEARS ENDED OCTOBER 31,

(UNAUDITED) 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 48.54 $ 51.90 $ 60.74 $ 54.99 $ 48.12 $ 44.71
period

Income from Investment
Operations

Net investment income D .39 .76 .60 .58 .70 .70

Net realized and unrealized .11 F 3.58 (1.01) 11.62 8.38 5.16
gain (loss)

Total from investment .50 4.34 (.41) 12.20 9.08 5.86
operations

Less Distributions

From net investment income (.73) (.55) (.48) (.53) (.48) (.17)

From net realized gain (5.62) (7.15) (7.95) (5.92) (1.73) (2.28)

Total distributions (6.35) (7.70) (8.43) (6.45) (2.21) (2.45)

Net asset value, end of period $ 42.69 $ 48.54 $ 51.90 $ 60.74 $ 54.99 $ 48.12

TOTAL RETURN B, C 1.01% 9.24% (1.33)% 24.31% 19.44% 14.19%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 3,722 $ 4,679 $ 5,892 $ 7,855 $ 6,934 $ 5,063
(in millions)

Ratio of expenses to average .53% A .56% .63% .68% .89% .97%
net assets

Ratio of expenses to average .49% A, E .54% E .61% E .66% E .88% E .96% E
net assets after expense
reductions

Ratio of net investment 1.89% A 1.50% 1.06% 1.01% 1.34% 1.58%
income to average net assets

Portfolio turnover rate 49% A 50% 36% 56% 112% 125%

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
C TOTAL RETURNS 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 FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
F THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.

NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 2000 (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

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.

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

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

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

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

RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities (excluding 144A issues).

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $897,263,000 and $1,636,227,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

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 .25% of average net assets after the performance
adjustment.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $2,803,000. The fund received cash collateral of
$2,954,000 which was invested in cash equivalents.

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 $556,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a
portion of the fund's expenses. During the period, the fund's
custodian and transfer agent fees were reduced by $3,000 and $76,000,
respectively, under these arrangements.

7. TRANSACTIONS WITH AFFILIATED COMPANIES.

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

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

AMOUNTS IN THOUSANDS PURCHASE COST SALES COST DIVIDEND INCOME VALUE
AFFILIATE

Albany International Corp. $ 165 $ - 4,014 $ - $ 19,650
Class A - - 15,053 - -
American Standard Companies, - - - 397 591 67,959
Inc. 18,843 7,307 597 33,325
AMETEK, Inc. - - 386 89,791
Banta Corp. 936 - - -
CNF Transportation, Inc. 17,181 18,913 4,323 87,934
Cabot Corp. - - 314 149,916
Consolidated Stores Corp. 6,452 3,899 866 -
Deluxe Corp. - 5,705 - 71,905
Dole Food Co., Inc. - 42 161 -
Ferro Corp. 5,167 - 365 27,014
Filene's Basement Corp. - - 330 35,595
GenCorp, Inc. 5,715 26,187 1,377 33,820
Geon Co. - 258 164 86,984
John H. Harland Co. - - 461 - 18,384
Harsco Corp. 8,273 - 1,447 85,546
Heilig-Meyers Co. 5,252 - 59,422
Omnova Solutions, Inc.
Snap-On, Inc.
UNOVA, Inc.

TOTALS $ 67,984 $ 81,378 $ 11,779 $ 867,245

</TABLE>

PROXY VOTING RESULTS

PROPOSAL 1

To elect as Trustees the 12 nominees presented in proposal 1.*

# OF % OF
VOTES CAST VOTES CAST
RALPH F. COX
Affirmative 6,454,635,392.01 93.422

Withheld 454,474,349.21 6.578

TOTAL 6,909,109,741.22 100.000

PHYLLIS BURKE DAVIS
Affirmative 6,452,207,010.46 93.387

Withheld 456,902,730.76 6.613

TOTAL 6,909,109,741.22 100.000

ROBERT M. GATES
Affirmative 6,452,253,108.65 93.388

Withheld 456,856,632.57 6.612

TOTAL 6,909,109,741.22 100.000

EDWARD C. JOHNSON 3D
Affirmative 6,456,108,647.32 93.443

Withheld 453,001,093.90 6.557

TOTAL 6,909,109,741.22 100.000

DONALD J. KIRK
Affirmative 6,456,684,925.93 93.452

Withheld 452,424,815.29 6.548

TOTAL 6,909,109,741.22 100.000

NED C. LAUTENBACH
Affirmative 6,460,676,247.62 93.510

Withheld 448,433,493.60 6.490

TOTAL 6,909,109,741.22 100.000

# OF % OF
VOTES CAST VOTES CAST
PETER S. LYNCH
Affirmative 6,459,937,469.58 93.499

Withheld 449,172,271.64 6.501

TOTAL 6,909,109,741.22 100.000

WILLIAM O. MCCOY
Affirmative 6,457,044,561.35 93.457

Withheld 452,065,179.87 6.543

TOTAL 6,909,109,741.22 100.000

GERALD C. MCDONOUGH
Affirmative 6,447,556,799.89 93.320

Withheld 461,552,941.33 6.680

TOTAL 6,909,109,741.22 100.000

MARVIN L. MANN
Affirmative 6,458,028,797.63 93.471

Withheld 451,080,943.59 6.529

TOTAL 6,909,109,741.22 100.000

ROBERT C. POZEN
Affirmative 6,436,313,895.12 93.157

Withheld 472,795,846.10 6.843

TOTAL 6,909,109,741.22 100.000

THOMAS R. WILLIAMS
Affirmative 6,447,589,960.53 93.320

Withheld 461,519,780.69 6.680

TOTAL 6,909,109,741.22 100.000

PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as independent
accounts of the fund.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,866,766,452.30 90.634

Against 31,460,225.89 1.528

Abstain 161,445,834.12 7.838

TOTAL 2,059,672,512.31 100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration
of Trust.*

# OF % OF
VOTES CAST VOTES CAST
Affirmative 5,992,780.995.57 86.740

Against 218,788,797.26 3.167

Abstain 697,326,989.54 10.093

TOTAL 6,908,896,782.37 100.000

Broker Non-Votes 212,958.85

PROPOSAL 4

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,780,940,735.15 86.467

Against 58,232,683.02 2.827

Abstain 220,499,094.14 10.706

TOTAL 2,059,672,512.31 100.000

PROPOSAL 5

To approve an amended sub-advisory agreement with FMR U.K. to allow
FMR, FMR U.K., and the trust, on behalf of the fund, to modify the
agreement subject to the requirements of the 1940 Act.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,771,009,298.21 85.985

Against 58,996,226.71 2.864

Abstain 229,666,987.39 11.151

TOTAL 2,059,672,512.31 100.000

PROPOSAL 6

To approve an amended sub-advisory agreement with FMR Far East to
allow FMR, FMR Far East, and the trust, on behalf of the fund, to
modify the agreement subject to the requirements of the 1940 Act.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,767,280,997.60 85.804

Against 61,283,946.47 2.975

Abstain 231,107,568.24 11.221

TOTAL 2,059,672,512.31 100.000

PROPOSAL 7

To amend the fundamental investment limitation concerning
diversification to exclude "securities of other investment companies"
from the limitation.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,749,368,042.65 84.934

Withheld 87,501,618.41 4.249

Abstain 222,802,851.25 10.817

TOTAL 2,059,672,512.31 100.000

PROPOSAL 8

To amend the fundamental investment limitation concerning
underwriting.

# OF % OF
VOTES CAST VOTES CAST
Affirmative 1,754,335,782.38 85.175

Against 76,783,788.18 3.728

Abstain 228,552,941.75 11.097

TOTAL 2,059,672,512.31 100.000

* DENOTES TRUST-WIDE PROPOSALS AND VOTING RESULTS.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))

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)

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Limited

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Richard A. Spillane, Jr., Vice President
Richard B. Fentin, Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Matthew N. Karstetter, Deputy Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Michael Cook

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

VAL-SANN-0600 103971
1.703562.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

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