FIDELITY EXCHANGE FUND
N-30D, 1995-03-27
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(2_FIDELITY_LOGOS)FIDELITY
 
EXCHANGE
FUND
ANNUAL REPORT
DECEMBER 31, 1994
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on stock market              
                              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       8    A summary of major shifts in the         
                              fund's investments over the past six     
                              months.                                  
 
INVESTMENTS              9    A complete list of the fund's            
                              investments with their market            
                              values.                                  
 
FINANCIAL STATEMENTS     15   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    19   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    21   The auditors' opinion.                   
ACCOUNTANTS                                                            
 
DISTRIBUTIONS            22                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMA-
TION 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, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY,
AND ARE 
SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
NEITHER THE FUND NOR 
FIDELITY DISTRIBUTORS CORPORATION IS A BANK. FOR MORE INFORMATION ON ANY
FIDELITY FUND, 
INCLUDING CHARGES AND EXPENSES, CALL 1-800-544-8888 FOR A FREE PROSPECTUS.
READ IT 
CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
The unsettling period that began for investors when the Federal Reserve
Board raised short-term interest rates in February continued into the
fourth quarter of 1994. The Board raised the federal funds rate - the rate
banks charge each other for overnight loans - five times from February
through August, taking it from 3.00% to 4.75%. A sixth increase in November
lifted the rate to 5.50%. The Fed rate hikes were intended to forestall
inflation that could result from an improving U.S. economy, and they led to
below-average returns for many stocks and negative returns for many bond
investments.
The volatility we have witnessed this year follows a period in which there
was a nearly perfect investing environment. Although there was a
late-summer rally in stocks and, to a lesser extent in bond markets, it is
impossible to predict where interest rates might go or what might happen in
the markets in the months ahead. That's why it probably is a good time to
again review your investment portfolio and how well it matches your goals.
If you can leave your money invested over the long term, you can avoid much
of the volatility that generally accompanies the stock market in the short
term, as we have been witnessing this year. You also can help to manage
risk through diversification of investments. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different stock funds or
in other investment categories, such 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. As with any mutual fund, of course, there is no assurance that
a money market fund will achieve its goal, and it is important to remember
that money market funds are not insured by any agency of the U.S.
government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically, as we have discussed here. A periodic investment
plan will not, of course, assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide 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. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED DECEMBER 31, 1994    PAST 1   PAST 5   PAST 10   
                                   YEAR     YEARS    YEARS     
 
Exchange                           4.66%    52.65%   282.94%   
 
S&P 500(registered trademark)      1.32%    51.77%   283.58%   
 
Average Growth and Income Fund     -0.94%   49.80%   224.96%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one, 
five, or 10 years. For example, if you had invested $1,000 in a fund that
had a 5% return over the past year, you would end up with $1,050. You can
compare these figures to the performance of the Standard & Poor's 500
Composite Stock Price Index - a common proxy for the U.S. stock market. You
can also compare them to the average growth and income fund, which
currently reflects the performance of 347 growth and income funds tracked
by Lipper Analytical Services. (Lipper recently changed the fund's peer
group from growth funds to growth and income funds. This change allows the
fund's performance to be compared with other funds that more closely mirror
its investment objectives.) Both benchmarks include reinvested dividends
and capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED DECEMBER 31, 1994    PAST 1   PAST 5   PAST 10   
                                   YEAR     YEARS    YEARS     
 
Exchange                           4.66%    8.83%    14.37%    
 
S&P 500(registered trademark)      1.32%    8.70%    14.39%    
 
Average Growth and Income Fund     -0.94%   8.29%    12.38%    
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
 
$10,000 OVER 10 YEARS
              Exchange (033)      Standard & Poor's 5
     12/31/84            10000.00           10000.00
     01/31/85            10796.27           10779.00
     02/28/85            10923.59           10911.58
     03/31/85            10960.63           10919.22
     04/30/85            10905.07           10909.39
     05/31/85            11511.55           11539.96
     06/30/85            11687.48           11721.13
     07/31/85            11640.24           11703.55
     08/31/85            11557.99           11604.07
     09/30/85            11224.27           11240.86
     10/31/85            11651.99           11760.19
     11/30/85            12549.75           12566.94
     12/31/85            13118.48           13175.18
     01/31/86            13235.99           13248.96
     02/28/86            14348.12           14239.98
     03/31/86            15182.54           15034.57
     04/30/86            15165.51           14864.68
     05/31/86            16019.40           15655.49
     06/30/86            16454.85           15920.06
     07/31/86            15518.26           15030.13
     08/31/86            16389.60           16145.37
     09/30/86            14832.91           14810.15
     10/31/86            15680.22           15664.69
     11/30/86            16118.66           16045.34
     12/31/86            15836.96           15636.19
     01/31/87            17997.69           17742.38
     02/28/87            18985.96           18443.20
     03/31/87            19309.88           18976.21
     04/30/87            18889.03           18807.33
     05/31/87            19077.51           18970.95
     06/30/87            20097.35           19928.98
     07/31/87            21081.05           20939.38
     08/31/87            21748.26           21720.42
     09/30/87            21242.24           21244.74
     10/31/87            16834.16           16668.63
     11/30/87            15485.66           15295.13
     12/31/87            16639.54           16459.09
     01/31/88            17249.97           17152.02
     02/29/88            18171.15           17951.30
     03/31/88            17590.53           17396.61
     04/30/88            17636.23           17589.71
     05/31/88            17628.17           17742.74
     06/30/88            18245.19           18557.13
     07/31/88            18062.79           18486.61
     08/31/88            17738.83           17858.07
     09/30/88            18413.98           18618.82
     10/31/88            19225.24           19136.43
     11/30/88            19059.17           18862.78
     12/31/88            19366.54           19192.87
     01/31/89            20506.08           20597.79
     02/28/89            20120.69           20084.91
     03/31/89            20601.79           20552.89
     04/30/89            21710.01           21619.58
     05/31/89            22511.51           22495.17
     06/30/89            22412.59           22366.95
     07/31/89            24461.28           24386.69
     08/31/89            24607.61           24864.67
     09/30/89            24443.71           24762.72
     10/31/89            24060.32           24188.23
     11/30/89            24692.48           24681.66
     12/31/89            25086.64           25274.02
     01/31/90            23435.46           23578.14
     02/28/90            23635.60           23882.30
     03/31/90            24267.30           24515.18
     04/30/90            23779.46           23902.30
     05/31/90            26418.84           26232.77
     06/30/90            26469.56           26054.39
     07/31/90            26292.32           25971.01
     08/31/90            24089.42           23623.23
     09/30/90            22968.99           22472.78
     10/31/90            22788.58           22376.15
     11/30/90            24228.69           23821.65
     12/31/90            24963.80           24486.27
     01/31/91            25785.41           25553.87
     02/28/91            27684.97           27380.98
     03/31/91            28430.99           28043.60
     04/30/91            28335.69           28110.90
     05/31/91            29571.39           29325.29
     06/30/91            28129.19           27982.19
     07/31/91            29565.40           29286.16
     08/31/91            30197.07           29980.25
     09/30/91            29621.92           29479.58
     10/31/91            30190.42           29874.60
     11/30/91            29246.24           28670.66
     12/31/91            32806.60           31950.58
     01/31/92            32089.76           31356.30
     02/29/92            32651.79           31763.93
     03/31/92            32025.81           31144.53
     04/30/92            32624.87           32060.18
     05/31/92            32823.43           32217.28
     06/30/92            31995.83           31737.24
     07/31/92            33489.15           33035.29
     08/31/92            33043.53           32358.07
     09/30/92            33179.60           32739.89
     10/31/92            33478.94           32854.48
     11/30/92            34499.43           33974.82
     12/31/92            34343.44           34392.71
     01/31/93            34076.11           34681.61
     02/28/93            34180.26           35153.28
     03/31/93            34964.90           35895.02
     04/30/93            34280.95           35026.36
     05/31/93            35152.38           35965.06
     06/30/93            35175.21           36069.36
     07/31/93            34522.33           35925.08
     08/31/93            35782.47           37286.64
     09/30/93            35484.11           36999.54
     10/31/93            36547.68           37765.43
     11/30/93            36042.22           37406.66
     12/31/93            36589.64           37859.28
     01/31/94            37180.38           39146.49
     02/28/94            36310.29           38085.62
     03/31/94            34823.64           36425.09
     04/30/94            35411.13           36891.33
     05/31/94            35998.63           37496.35
     06/30/94            35088.00           36577.69
     07/31/94            36196.27           37777.44
     08/31/94            37757.27           39326.31
     09/30/94            37395.09           38362.82
     10/31/94            38380.21           39225.98
     11/30/94            37699.32           37797.37
     12/30/94            38293.71           38357.90
 
$10,000 OVER 10 YEARS:  Let's 
say you invested $10,000 in Fidelity Exchange Fund on December 31, 1984. As
the chart shows, by December 31, 1994, the value of your investment would
have grown to $38,294 - a 282.94% increase on your initial investment. For
comparison, look at how the S&P 500 did over the same period. With
dividends reinvested, the same $10,000 investment would have grown to
$38,358 - a 283.58% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks will vary. That means if 
you sell your shares during a 
market downturn, you might 
lose money. But if you can 
ride out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
Pressures from rising interest 
rates contributed to below-average 
returns in the U.S. stock market 
during the 12 months ended 
December 31, 1994. The 
Standard and Poor's Composite 
Index of 500 stocks finished the 
12-month period with a total 
return of 1.32% - well below its 
historical annual average. After 
steady gains in January, stocks 
stumbled from February through 
June 1994. During that time, the 
Federal Reserve Board raised 
short-term interest rates four 
times in an effort to curb 
possible future inflation triggered 
by a strengthening economy. 
During the second half of 1994, 
there was a tug-of-war in the 
stock market, fueled by two 
competing sentiments. On one 
side there was concern that rising 
interest rates would hurt 
corporate earnings; the market 
dropped in November when the 
Fed raised rates again. On the 
other hand, strengthening 
corporate earnings and a flurry 
of merger and acquisition 
activity helped the market rally 
from July through October and in 
December as well. Returns in 
overseas markets were mixed. 
The Morgan Stanley EAFE 
(Europe, Australia, Far East) 
index returned 7.78% for the 12 
months ended December 31. The 
Morgan Stanley Emerging 
Markets Free index was down 
7.32% during the same period, on 
the heels of Mexico's devaluation 
of the peso and market corrections 
in Asian emerging markets.
NOTE TO SHAREHOLDERS:  After 26 years at Fidelity, Sandy Cushman has
retired. As of January 1, 1995, Jonathan F. (Jay) Weed has assumed
responsibility for Exchange Fund. Mr. Weed is chief investment officer of
Fidelity Personal Trust Services. Previously, he managed Fidelity's $2
billion equity index mutual funds for over five years. Mr. Weed joined
Fidelity in 1984.
A Message from Jay Weed, Portfolio Manager of Fidelity Exchange Fund
Dear Exchange Fund Shareholder:
The past year has been a trying time for even the most seasoned stock
market investor, but your fund fared better than most stock portfolios. The
fund had a total return of 4.66% for the 12 months ended December 31, 1994.
That beat the Standard & Poor's 500 stock index, which returned 1.32%
during the same period. The fund also performed better than the average
growth and income fund, which fell 0.94% during the same period, according
to Lipper Analytical Services.
While the fund's stocks were affected by variables particular to them,
certain trends also influenced performance. For example, over the past six
months growth stocks - those of companies with rapid earnings growth -
fared better than cyclical stocks - those whose prices usually rise and
fall in tandem with the economy. The fund benefited from the growth stock
trend through its investments in technology. This was one of the best
performing sectors in 1994, largely due to strong earnings. Hewlett Packard
showed positive earnings growth. Motorola was helped by high demand for
microchips and robust growth in cellular subscriptions. 
Health care stocks rebounded well over the past six months, as it became
clearer that reform would not be part of the political agenda. Stock
performance in this sector also benefited from cost cutting and higher
sales volumes. Some of the fund's top performers were drug and medical
supply companies. Johnson & Johnson made strong gains in earnings.
Schering-Plough increased sales of newer drugs. And the fund was fortunate
to hold shares in American Cyanamid, which was bought by American Home
Products at a large premium.
Some of the fund's investments in the consumer non-durables sector also
were among its top performers. Strong sales in the U.S. and South America
helped Coca-Cola. Both Colgate-Palmolive and Gillette benefited from new
products and increased penetration into developing markets.
Cyclical stocks fell out of favor more recently because investors worried
about potential negative effects of higher interest rates on corporate
earnings. For example, even though earnings projections for the railroad
industry remained positive, there was concern an economic slowdown could
hurt profits there. The fund's railroad stock, Union Pacific, fell because
of worries that its value would be diluted by the company's attempted
takeover of the Santa Fe Railroad.
Retailing was another area that was particularly weak, as consumers tended
to focus their spending on big-ticket items such as appliances, instead of
apparel. Price wars and costs related to restructuring hurt the stock of
Supervalu, a supermarket chain.
MCI Communications and Sprint also have struggled due to stepped-up
competition from the market share leader, AT&T. Additionally, these stocks
have dropped because investors are skeptical about their ability to succeed
with a new generation of wireless technology, after spending millions on
previously untapped radio frequencies. 
Looking ahead, market performance depends on interest rates and the
economy. The Fed's commitment to controlling inflation benefits the market,
but questions remain as to whether it will have to continue to raise
interest rates to do so. If 1994's interest rate increases begin to affect
corporate earnings negatively, stocks could suffer. In addition, higher
yields on fixed-income investments could make them more attractive relative
to stocks, putting pressure on the market. However, if interest rates
stabilize and earnings remain strong, stock performance could improve. In
any event, a long-term outlook will help you more easily weather periodic
market downturns.
Sincerely,
Jonathan F. Weed
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF DECEMBER 31, 1994
                          % OF FUND'S    % OF FUND'S       
                          INVESTMENTS    INVESTMENTS       
                                         IN THESE STOCKS   
                                         6 MONTHS AGO      
 
Hewlett Packard Co.       3.1            2.5               
 
Johnson & Johnson         3.0            2.5               
 
Coca-Cola Company (The)   2.8            2.5               
 
Disney (Walt) Co.         2.8            2.7               
 
Schering-Plough Corp.     2.7            2.4               
 
Abbott Laboratories       2.7            2.7               
 
General Electric Co.      2.7            2.6               
 
Gillette Co.              2.7            2.5               
 
McDonald's Corp.          2.6            2.8               
 
Motorola, Inc.            2.5            2.1               
 
TOP FIVE INDUSTRIES AS OF DECEMBER 31, 1994
                  % OF FUND'S    % OF FUND'S           
                  INVESTMENTS    INVESTMENTS           
                                 IN THESE INDUSTRIES   
                                 6 MONTHS AGO          
 
Nondurables       17.3           16.6                  
 
Health            17.1           17.1                  
 
Media & Leisure   13.0           13.3                  
 
Energy            9.2            9.8                   
 
Technology        6.9            5.9                   
 
ASSET ALLOCATION
AS OF DECEMBER 31, 1994 AS OF JUNE 30, 1994 
Row: 1, Col: 1, Value: 7.6
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 42.3
Row: 1, Col: 4, Value: 50.0
Row: 1, Col: 1, Value: 5.2
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 44.8
Row: 1, Col: 4, Value: 50.0
Stocks 92.3%
Bonds 0.1%
Short-term
Investments 7.6%
Stocks 94.8%
Bonds -
Short-term
Investments 5.2%
INVESTMENTS DECEMBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 92.3%
 SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 1.3%
DEFENSE ELECTRONICS - 1.3%
Raytheon Co.   40,000 $ 2,555,000
BASIC INDUSTRIES - 2.7%
CHEMICALS & PLASTICS - 2.7%
Air Products & Chemicals, Inc.   47,634  2,125,661
Cabot Corp.   50,000  1,418,750
Minnesota Mining & Manufacturing Co.   30,000  1,601,250
  5,145,661
CONGLOMERATES - 0.5%
United Technologies Corp.   13,686  860,507
DURABLES - 2.0%
AUTOS, TIRES, & ACCESSORIES - 1.7%
Dana Corp.   80,670  1,885,661
General Motors Corp.   30,000  1,267,500
  3,153,161
CONSUMER ELECTRONICS - 0.3%
Stanley Works  15,874  567,496
TOTAL DURABLES   3,720,657
ENERGY - 9.2%
ENERGY SERVICES - 2.0%
Dresser Industries, Inc.   40,000  755,000
Halliburton Co.   50,700  1,679,438
Schlumberger Ltd.   26,919  1,356,045
  3,790,483
OIL & GAS - 7.2%
Amoco Corp.   40,000  2,365,000
Chevron Corp.   60,000  2,677,500
Exxon Corp.   47,900  2,909,925
Kerr-McGee Corp.   13,480  620,080
Mobil Corp.   40,000  3,370,000
Royal Dutch Petroleum Co.   15,000  1,612,500
  13,555,005
TOTAL ENERGY   17,345,488
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
FINANCE - 5.0%
BANKS - 1.1%
Bankers Trust New York Corp.   17,800 $ 985,675
CoreStates Financial Corp.   43,800  1,138,800
  2,124,475
CREDIT & OTHER FINANCE - 1.5%
American Express Co.   94,788  2,796,246
INSURANCE - 2.3%
General Re Corp.   23,360  2,890,800
Torchmark Corp.   41,616  1,451,358
  4,342,158
SECURITIES INDUSTRY - 0.1%
Lehman Brothers Holdings, Inc.   18,957  279,616
TOTAL FINANCE   9,542,495
HEALTH - 17.1%
DRUGS & PHARMACEUTICALS - 10.6%
American Home Products Corp.   73,767  4,628,879
Bristol-Myers Squibb Co.   60,584  3,506,299
Lilly (Eli) & Co.   26,252  1,722,788
Merck & Co., Inc.   33,619  1,281,724
Pfizer, Inc.   50,000  3,862,500
Schering-Plough Corp.   70,020  5,181,480
  20,183,670
MEDICAL EQUIPMENT & SUPPLIES - 6.5%
Abbott Laboratories  154,916  5,054,135
Becton, Dickinson & Co.   32,000  1,536,000
Johnson & Johnson  103,370  5,659,508
  12,249,643
TOTAL HEALTH   32,433,313
INDUSTRIAL MACHINERY & EQUIPMENT - 5.9%
ELECTRICAL EQUIPMENT - 3.4%
General Electric Co.   98,534  5,025,234
General Signal Corp.   40,000  1,275,000
  6,300,234
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 1.8%
Parker-Hannifin Corp.   75,937 $ 3,455,134
POLLUTION CONTROL - 0.7%
WMX Technologies, Inc.   50,000  1,312,500
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   11,067,868
MEDIA & LEISURE - 12.9%
BROADCASTING - 1.2%
Capital Cities/ABC, Inc.   20,000  1,705,000
Viacom, Inc.:
Class B (non-vtg.)  15,283  620,872
 Class B (warrants) (a)  4,926  26,477
 Rights (a)  15,283  46,804
  2,399,153
ENTERTAINMENT - 2.8%
Disney (Walt) Co.   113,454  5,233,066
PUBLISHING - 6.3%
Gannett Co., Inc.  55,214  2,940,146
Harcourt General, Inc.   40,000  1,410,000
Knight-Ridder, Inc.   32,200  1,626,100
McGraw-Hill, Inc.   34,756  2,324,308
Media General, Inc. Class A  34,382  975,589
Times Mirror Co., Series A  82,781  2,597,254
  11,873,397
RESTAURANTS - 2.6%
McDonald's Corp.   169,480  4,957,290
TOTAL MEDIA & LEISURE   24,462,906
NONDURABLES - 17.3%
BEVERAGES - 4.3%
Anheuser-Busch Companies, Inc.   57,067  2,903,284
Coca-Cola Company (The)  102,389  5,273,034
  8,176,318
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
NONDURABLES - CONTINUED
FOODS - 3.9%
General Mills, Inc.   50,000 $ 2,850,000
Ralston Purina Co.   35,298  1,575,173
Sara Lee Corp.   120,000  3,030,000
  7,455,173
HOUSEHOLD PRODUCTS - 7.7%
Colgate-Palmolive Co.   60,000  3,802,500
Gillette Co.   67,172  5,021,107
International Flavors & Fragrances, Inc.   45,134  2,087,448
Procter & Gamble Co.   59,300  3,676,600
  14,587,655
TOBACCO - 1.4%
Philip Morris Companies, Inc.   44,150  2,538,625
TOTAL NONDURABLES   32,757,771
RETAIL & WHOLESALE - 3.4%
APPAREL STORES - 0.4%
Edison Brothers Stores, Inc.   40,000  740,000
GENERAL MERCHANDISE STORES - 2.0%
Kmart Corp.   80,678  1,048,814
May Department Stores Co. (The)  82,126  2,771,753
  3,820,567
GROCERY STORES - 1.0%
Supervalu, Inc.   76,080  1,863,960
TOTAL RETAIL & WHOLESALE   6,424,527
SERVICES - 1.4%
PRINTING - 1.1%
Harland (John H.) Co.   100,000  2,000,000
SERVICES - 0.3%
Jostens, Inc.   33,307  620,343
TOTAL SERVICES   2,620,343
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TECHNOLOGY - 6.9%
COMPUTERS & OFFICE EQUIPMENT - 3.4%
Hewlett-Packard Co.   58,289 $ 5,821,614
International Business Machines Corp.   9,097  668,630
  6,490,244
ELECTRONICS - 2.5%
Motorola, Inc.   82,136  4,753,621
PHOTOGRAPHIC EQUIPMENT - 1.0%
Eastman Kodak Co.   37,192  1,775,918
TOTAL TECHNOLOGY   13,019,783
TRANSPORTATION - 0.5%
RAILROADS - 0.5%
Union Pacific Corp.   19,090  870,981
UTILITIES - 6.2%
ELECTRIC UTILITY - 4.3%
Central Louisiana Electric Co., Inc.   60,000  1,417,500
Duke Power Co.   50,000  1,906,250
Hawaiian Electric Industries, Inc.   40,000  1,295,000
PacifiCorp.   55,400  1,004,125
Potomac Electric Power Co.   70,000  1,286,250
SCECorp.   80,000  1,170,000
  8,079,125
GAS - 0.4%
Williams Companies, Inc.   30,680  770,835
TELEPHONE SERVICES - 1.5%
MCI Communications Corp.   80,000  1,470,000
Sprint Corp.   50,000  1,381,250
  2,851,250
TOTAL UTILITIES   11,701,210
TOTAL COMMON STOCKS
(Cost $24,635,423)   174,528,510
NONCONVERTIBLE BONDS - 0.1%
 MOODY'S RATINGS PRINCIPAL  VALUE
 (UNAUDITED) AMOUNT (NOTE 1)
MEDIA & LEISURE - 0.1%
BROADCASTING - 0.1%
Viacom, Inc. 8%, 7/7/06 (Cost $184,756)  B2 $ 287,000 $ 246,103
REPURCHASE AGREEMENTS - 7.6%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements, 
(U.S. Treasury obligations), in a joint 
trading account at 5.77%, dated 
12/30/94 due 1/3/95  $ 14,372,208  14,363,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $39,183,179)  $ 189,137,613
LEGEND
(a) Non-income producing
INCOME TAX INFORMATION
At December 31, 1994, the aggregate cost of investment securities for
income tax purposes was $39,183,179. Gross and net unrealized appreciation
amounted to $149,954,434 related to appreciated investment securities.
The fund hereby designates $6,027,092 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                          <C>          <C>             
 DECEMBER 31, 1994                                                                        
 
ASSETS                                                                                    
 
Investment in securities, at value (including repurchase                  $ 189,137,613   
agreements of $14,363,000) (cost $39,183,179) -                                           
See accompanying schedule                                                                 
 
Cash                                                                       97             
 
Dividends receivable                                                       440,664        
 
Interest receivable                                                        11,034         
 
 TOTAL ASSETS                                                              189,589,408    
 
LIABILITIES                                                                               
 
Payable for fund shares redeemed                             $ 10,000                     
 
Distributions payable                                         3,861,259                   
 
Accrued management fee                                        83,977                      
 
Other payables and accrued expenses                           35,326                      
 
 TOTAL LIABILITIES                                                         3,990,562      
 
NET ASSETS                                                                $ 185,598,846   
 
Net Assets consist of:                                                                    
 
Paid in capital                                                           $ 32,622,972    
 
Accumulated undistributed net realized gain (loss)                         3,021,440      
on investments                                                                            
 
Net unrealized appreciation (depreciation) on investments                  149,954,434    
 
NET ASSETS, for 1,806,816 shares outstanding                              $ 185,598,846   
 
NET ASSET VALUE, offering price and redemption price                       $102.72        
per share ($185,598,846 (divided by) 1,806,816 shares)                                    
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>         <C>            
 YEAR ENDED DECEMBER 31, 1994                                                         
 
INVESTMENT INCOME                                                      $ 5,262,755    
Dividends                                                                             
 
Interest                                                                422,390       
 
 TOTAL INCOME                                                           5,685,145     
 
EXPENSES                                                                              
 
Management fee                                             $ 997,120                  
 
Transfer agent fees                                         10,150                    
 
Accounting fees and expenses                                707                       
 
Non-interested trustees' compensation                       1,048                     
 
Custodian fees and expenses                                 16,455                    
 
Registration fees                                           325                       
 
Audit                                                       35,583                    
 
Legal                                                       3,331                     
 
Reports to shareholders                                     4,887                     
 
Miscellaneous                                               132                       
 
 TOTAL EXPENSES                                                         1,069,738     
 
NET INVESTMENT INCOME                                                   4,615,407     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                     11,556,177    
Net realized gain (loss) on investment securities                                     
 
Change in net unrealized appreciation (depreciation) on                 (7,788,111)   
investment securities                                                                 
 
NET GAIN (LOSS)                                                         3,768,066     
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                        $ 8,383,473    
FROM OPERATIONS                                                                       
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                           <C>             <C>             
                                                              YEAR ENDED      YEAR ENDED      
                                                              DECEMBER 31,    DECEMBER 31,    
                                                              1994            1993            
 
INCREASE (DECREASE) IN NET ASSETS                                                             
 
Operations                                                    $ 4,615,407     $ 4,206,381     
Net investment income                                                                         
 
 Net realized gain (loss)                                      11,556,177      5,630,947      
 
 Change in net unrealized appreciation (depreciation)          (7,788,111)     2,103,145      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING               8,383,473       11,940,473     
FROM OPERATIONS                                                                               
 
Distributions to shareholders                                  (4,356,411)     (4,206,381)    
From net investment income                                                                    
 
 In excess of net investment income                            -               (159,460)      
 
 From net realized gain                                        (3,128,466)     (1,424,592)    
 
 TOTAL DISTRIBUTIONS                                           (7,484,877)     (5,790,433)    
 
Share transactions                                             1,974,773       1,315,811      
Reinvestment of distributions                                                                 
 
 Cost of shares redeemed                                       (6,632,358)     (4,994,161)    
 
 Net increase (decrease) in net assets resulting from          (4,657,585)     (3,678,350)    
share transactions                                                                            
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                      (3,758,989)     2,471,690      
 
NET ASSETS                                                                                    
 
 Beginning of period                                           189,357,835     186,886,145    
 
 End of period (including under (over) distribution of net    $ 185,598,846   $ 189,357,835   
investment income of $0 and $(258,972),                                                       
respectively)                                                                                 
 
OTHER INFORMATION                                                                             
Shares                                                                                        
 
 Issued in reinvestment of distributions                       19,403          13,062         
 
 Redeemed                                                      (65,474)        (49,384)       
 
 Net increase (decrease)                                       (46,071)        (36,322)       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                            <C>                        <C>         <C>         <C>         <C>         
                               YEARS ENDED DECEMBER 31,                                                   
 
                               1994                       1993        1992        1991        1990        
 
SELECTED PER-SHARE DATA                                                                                   
 
Net asset value, beginning     $ 102.20                   $ 98.92     $ 97.48     $ 75.96     $ 80.22     
of period                                                                                                 
 
Income from Investment                                                                                    
Operations                                                                                                
 
 Net investment income          2.56                       2.26        2.19        2.13        2.16       
 
 Net realized and               2.12                       4.14        2.34        21.49       (2.52)     
 unrealized gain (loss)                                                                                   
 
 Total from investment          4.68                       6.40        4.53        23.62       (.36)      
 operations                                                                                               
 
Less Distributions              (2.42)                     (2.26)      (2.23)      (2.10)      (2.20)     
From net investment                                                                                       
 income                                                                                                   
 
 In excess of net               -                          (.09)       -           -           -          
 investment income                                                                                        
 
 From net realized gain         (1.74)                     (.77)       (.86)       -           (1.70)     
 
 Total distributions            (4.16)                     (3.12)      (3.09)      (2.10)      (3.90)     
 
Net asset value, end of        $ 102.72                   $ 102.20    $ 98.92     $ 97.48     $ 75.96     
period                                                                                                    
 
TOTAL RETURN                    4.66%                      6.54%       4.68%       31.42%      (.49)%     
 
RATIOS AND SUPPLEMENTAL DATA                                                                              
 
Net assets, end of period      $ 185,599                  $ 189,358   $ 186,886   $ 187,876   $ 150,050   
(000 omitted)                                                                                             
 
Ratio of expenses to            .58%                       .57%        .58%        .58%        .56%       
average net assets                                                                                        
 
Ratio of net investment         2.50%                      2.24%       2.23%       2.42%       2.72%      
income to average net                                                                                     
assets                                                                                                    
 
Portfolio turnover rate         0%                         0%          0%          0%          0%         
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
For the period ended December 31, 1994
 
 
1. SIGNIFICANT ACCOUNTING 
POLICIES.
Fidelity Exchange Fund (the fund) is registered under the Investment
Company Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust and is
authorized to issue 10 million shares. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days of their purchase date are
valued at amortized cost or original cost plus accrued interest, both of
which approximate current value.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Investment income
is recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
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 are primarily due to differing treatments for
redemptions in kind.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect net investment income per share. 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.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible for
determining that the value of these underlying securities remains at least
equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of FMR, may transfer uninvested cash balances into one or more
joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
3. PURCHASES AND SALES 
OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $816,407 and $12,772,966, respectively. Sales of securities
represent the current value of securities delivered in redemption of fund
shares.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a fee at a
rate of 1/20 of 1% per month (which is equivalent to an annual rate of 6/10
of 1%) of the fund's average net assets determined as of the close of
business on each business day throughout the month. In addition, under the
Management Contract, FMR provides portfolio accounting and bookkeeping
services to the fund and determines the net asset value per share of the
fund. The management fee is subject to a reduction to the extent that the
monthly average net assets of all mutual funds advised by FMR exceed $4
billion in any month. The management fee payable by the fund on its portion
of the excess is reduced by 10%. For the period, the management fee was
reduced by $108,899. For the period, the management fee was equivalent to
an annual rate of .54% of average net assets.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives fees based on the type, size, number of accounts and the
number of transactions made by shareholders. FSC pays for typesetting,
printing and mailing of all shareholder reports, except proxy statements.
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 $712 for the period.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of and the Shareholders of Fidelity Exchange Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Exchange Fund, including the schedule of portfolio investments, as
of December 31, 1994, and the related statement of operations for the year
then ended, the statement of changes in net assets for each of the two
years in the period then ended and the financial highlights for each of the
five years in the period then ended. These financial statements and
financial highlights are the responsibility of the fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1994, by correspondence with the
custodian and brokers. An audit 
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Exchange Fund as of December 31, 1994, the results of its
operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 3, 1995
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Exchange Fund voted to pay on February 6,
1995, to shareholders of record at the opening of business on February 3,
1995, a distribution of $1.72 derived from capital gains realized from
sales of portfolio securities.
A total of 100% of the dividends distributed during the fiscal year
qualifies for the dividends-received deductions for corporate shareholders.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
INVESTMENT ADVISER
Fidelity Management & 
Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Arthur S. Loring, Secretary
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Robert H. Morrison, Manager,
 Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Marvin L. Mann *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY GROWTH AND INCOME FUNDS
Balanced Fund
Congress Street Fund
Convertible Securities Fund
Equity-Income Fund
Equity-Income II Fund
Fidelity Fund
Global Balanced Fund
Growth & Income Portfolio
Market Index Fund
Puritan Fund
Real Estate Investment Portfolio
Utilities Income Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
(registered trademark)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



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