FIDELITY HASTINGS STREET TRUST, N-30D, 1999-02-18

FIDELITY HASTINGS STREET TRUST
N-30D, 1999-02-18

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FIDELITY
GROWTH & INCOME II
PORTFOLIO

SEMIANNUAL REPORT

DECEMBER 31, 1998

(Fidelity logo Graphic)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

FUND TALK 5 The manager's review of fund
performance, strategy and
outlook.

INVESTMENT SUMMARY 7 A summary of the fund's
investments.

INVESTMENTS 8 A complete list of the fund's
investments with their
market values.

FINANCIAL STATEMENTS 14 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 18 Notes to the financial
statements.

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

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

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

(recycle logo)This report is printed on recycled paper using soy-based
inks.

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

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE FUND.
THIS REPORT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE
PROSPECTUS.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

Resurgent stock market performance in the fourth quarter helped the
Dow Jones Industrial Average post a double-digit return for the fourth
year in a row - a first in the Dow's 100-plus year history. Three
interest-rate cuts made late in the year by the Federal Reserve Board
helped spark the equity rally. Meanwhile, while the majority of bonds
posted positive performance, most bond returns for 1998 trailed their
gains from 1997.

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.

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

Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
If you have questions, please call us at 1-800-544-8888, or visit our
web site at www.fidelity.com. We are available 24 hours a day, seven
days a week to provide you the information you need to make the
investments that are right for you.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

AVERAGE ANNUAL TOTAL RETURNS

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. Average annual total returns will appear once
the fund is a year old, and the growth of a hypothetical $10,000
investment in the fund will appear in the funds' next report six
months from now.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

"May old bull markets be forgot"
could have been the refrain of
many investors during the late
summer and early fall of 1998. But
that tune changed to "Happy Days
Are Here Again" as equities staged
a rally late in the six-month period
ending December 31, 1998. During
that six-month timeframe, the Dow
Jones Industrial Average - an
index of 30 blue-chip stocks -
returned 3.48%. But that return
doesn't begin to tell the story of the
extreme volatility seen during the
period. After the Dow reached a
record high of 9337.97 on July 17,
1998, stock performance began a
dramatic descent, culminating in a
512.61 point Dow free-fall on
August 31, a loss that effectively
erased all previous gains for the
year. The culprits? Investors' fears
concerning Russia's currency
devaluation and loan defaults, the
continuing Asian economic crisis
and significant meltdowns in many
emerging markets. To address the
lack of confidence in domestic and
global equity markets, the U.S.
Federal Reserve Board stepped in
with three 0.25% interest-rate cuts
in the late fall. Those cuts helped
ease a slowing U.S. economy, and
stocks began to quickly ascend to
their former lofty levels as
demonstrated by a new Dow
record of 9374.27 on November
23, 1998.

(photograph of Louis Salemy)

NOTE TO SHAREHOLDERS: Fidelity Growth & Income II commenced operations
on December 28, 1998, and will be officially launched on January 5,
1999. The following is an interview with the fund's Portfolio
Manager, Louis Salemy.

Q. LOUIS, HOW DID THE FUND PERFORM?

A. For the three-day period starting end-of-day December 28, 1998, and
ending December 31, 1998, the fund returned 1.10%. Over the same
three-day period, the Standard and Poor's 500 Index was up 0.32%.

Q. THIS FUND WAS LAUNCHED AFTER ONE OF FIDELITY'S MOST POPULAR FUNDS,
FIDELITY GROWTH & INCOME FUND, WAS CLOSED TO NEW INVESTORS IN APRIL
1998. DOES THIS GROWTH AND INCOME FUND HAVE THE SAME INVESTMENT
OBJECTIVE AS THAT ONE?

A. Basically, yes. Like the Fidelity Growth & Income Fund, this fund's
objective is to seek a high total return through a combination of
current income and capital appreciation by investing mainly in common
stocks. However, while this fund may have the same investment
philosophy as its predecessor, it certainly will not be a mirror
replica of that fund and will not hold exactly the same stocks. Going
forward, my investment strategy is to outperform the S&P 500 index
over time.

Q. WHAT IS YOUR OUTLOOK FOR THE FUND?

A. Currently, the United States economy looks fine. However, a number
of economic crises worldwide have impacted global economic growth. To
protect the fund against possible volatility in the world market, I
expect to avoid most foreign and cyclical stocks - those stocks that
perform well when the global economy is strong and poorly when it is
weak - going forward. In short, I will try to own stocks that have
predictable earnings.

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.

(checkmark)FUND FACTS

GOAL: seeks a high total
return through a
combination of current
income and capital
appreciation by investing
mainly in common stocks

START DATE: December 28,
1998

FUND NUMBER: 361

TRADING SYMBOL: FGIIF

SIZE: as of December
31, 1998, more than $1
million

MANAGER: Louis Salemy, since
inception; manager, Fidelity
Variable Insurance Products:
Growth & Income Portfolio,
since 1998; various Fidelity
Select Portfolios from 1992-
1998; joined Fidelity in 1992

LOUIS SALEMY ON HIS
STOCK-PICKING PHILOSOPHY:

"I tend to be attracted to companies
that generate excess cash flow and
are not reliant on capital markets to
fund their growth. That means I
favor companies that are
self-funding, or ones that don't have
to borrow money from outside the
company to help them grow.
Secondly, I like companies that
generate predictable earnings,
and I usually avoid ones that are
less predictable, such as cyclical
stocks.

"In general, I follow a bottom-up
approach when choosing stocks.
That is, I focus on specific
companies that look good instead
of looking at how well an entire
industry is doing - which is called a
top-down approach. I do my
homework to find solid companies. I
visit the companies I'm interested in,
run earnings models on them and
look closely at their balance
sheets before I invest.

"My investment horizon is
approximately one to three years.
While I consider my horizon fairly
long term, I am certainly
cognizant that even if a company's
prospects are strong, its prospects
can change daily or weekly."

INVESTMENT SUMMARY

TOP TEN STOCKS AS OF DECEMBER
31, 1998

% OF FUND'S INVESTMENTS

Associates First Capital 4.6
Corp. Class A

Microsoft Corp. 4.6

Merck & Co., Inc. 4.5

Citigroup, Inc. 4.1

General Electric Co. 3.8

Philip Morris Companies, Inc. 3.7

AT&T Corp. 2.8

Warner-Lambert Co. 2.5

MCI WorldCom, Inc. 2.5

Bristol-Myers Squibb Co. 2.5

TOP FIVE MARKET SECTORS AS OF
DECEMBER 31, 1998

% OF FUND'S INVESTMENTS

FINANCE 21.5

HEALTH 14.4

TECHNOLOGY 12.9

NONDURABLES 12.6

UTILITIES 10.8

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF DECEMBER 31, 1998 *
Stocks 100%
*FOREIGN
INVESTMENTS 2.8%

Row: 1, Col: 1, Value: 100.0

INVESTMENTS DECEMBER 31, 1998 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 100.0%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.6%

SHIP BUILDING & REPAIR - 0.6%

General Dynamics Corp. 90 $ 5,276

BASIC INDUSTRIES - 0.6%

CHEMICALS & PLASTICS - 0.6%

Monsanto Co. 120 5,700

CONSTRUCTION & REAL ESTATE -
2.3%

BUILDING MATERIALS - 0.6%

Masco Corp. 180 5,175

REAL ESTATE - 0.0%

Grand Palais Management Co. 1 0
LP (a)(b)

REAL ESTATE INVESTMENT TRUSTS
- - 1.7%

Equity Office Properties Trust 210 5,040

Equity Residential Properties 130 5,257
Trust (SBI)

Public Storage, Inc. 190 5,142

15,439

TOTAL CONSTRUCTION & REAL 20,614
ESTATE

DURABLES - 0.7%

AUTOS, TIRES, & ACCESSORIES -
0.7%

Federal-Mogul Corp. 100 5,950

ENERGY - 6.2%

OIL & GAS - 6.2%

Amoco Corp. 75 4,425

British Petroleum PLC ADR 130 12,350

Chevron Corp. 70 5,806

Exxon Corp. 140 10,238

Mobil Corp. 60 5,228

Royal Dutch Petroleum Co. (NY 130 6,224
Registry Gilder 1.25)

Texaco, Inc. 110 5,816

Total SA sponsored ADR 140 6,965

57,052

FINANCE - 21.5%

BANKS - 3.2%

Bank of New York Co., Inc. 290 11,673

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

BANKS - CONTINUED

Bank One Corp. 200 $ 10,212

U.S. Bancorp 200 7,100

28,985

CREDIT & OTHER FINANCE - 11.9%

American Express Co. 200 20,450

Associates First Capital 1,000 42,370
Corp. Class A

Citigroup, Inc. 750 37,125

Household International, Inc. 220 8,718

108,663

FEDERAL SPONSORED CREDIT - 4.7%

Fannie Mae 290 21,460

Freddie Mac 330 21,264

42,724

INSURANCE - 1.7%

American International Group, 110 10,629
Inc.

Hartford Financial Services 100 5,488
Group, Inc.

16,117

TOTAL FINANCE 196,489

HEALTH - 14.4%

DRUGS & PHARMACEUTICALS - 10.9%

Bristol-Myers Squibb Co. 170 22,748

Merck & Co., Inc. 280 41,353

Pfizer, Inc. 100 12,544

Warner-Lambert Co. 310 23,308

99,953

MEDICAL EQUIPMENT & SUPPLIES
- - 2.6%

Baxter International, Inc. 80 5,145

Becton, Dickinson & Co. 290 12,379

Johnson & Johnson 70 5,871

23,395

MEDICAL FACILITIES MANAGEMENT
- - 0.9%

Health Management Associates, 390 8,434
Inc. Class A (a)

TOTAL HEALTH 131,782

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.0%

ELECTRICAL EQUIPMENT - 4.3%

Emerson Electric Co. 80 $ 5,005

General Electric Co. 340 34,701

39,706

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.7%

Tyco International Ltd. 80 6,035

TOTAL INDUSTRIAL MACHINERY & 45,741
EQUIPMENT

MEDIA & LEISURE - 3.7%

BROADCASTING - 2.3%

CBS Corp. 312 10,218

Chancellor Media Corp. (a) 230 11,011

21,229

ENTERTAINMENT - 0.4%

Scientific Games Holdings 180 3,398
Corp. (a)

PUBLISHING - 0.4%

Times Mirror Co. Class A 70 3,920

RESTAURANTS - 0.6%

Tricon Global Restaurants, 110 5,514
Inc. (a)

TOTAL MEDIA & LEISURE 34,061

NONDURABLES - 12.6%

BEVERAGES - 4.2%

Anheuser-Busch Companies, 140 9,188
Inc.

Coca-Cola Co. (The) 90 6,019

Coors (Adolph) Co. Class B 110 6,208

PepsiCo, Inc. 270 11,053

Whitman Corp. 230 5,836

38,304

FOODS - 1.7%

Bestfoods 130 6,923

Ralston Purina Co. 250 8,094

15,017

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

NONDURABLES - CONTINUED

HOUSEHOLD PRODUCTS - 3.0%

Clorox Co. 50 $ 5,841

Procter & Gamble Co. 240 21,915

27,756

TOBACCO - 3.7%

Philip Morris Companies, Inc. 630 33,705

TOTAL NONDURABLES 114,782

RETAIL & WHOLESALE - 6.9%

APPAREL STORES - 0.7%

Gap, Inc. 120 6,750

DRUG STORES - 0.6%

CVS Corp. 100 5,500

GENERAL MERCHANDISE STORES -
3.6%

Costco Companies, Inc. (a) 90 6,497

Dayton Hudson Corp. 110 5,968

Federated Department Stores, 160 6,970
Inc. (a)

Wal-Mart Stores, Inc. 160 13,030

32,465

GROCERY STORES - 0.7%

Safeway, Inc. (a) 100 6,094

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.3%

Bed Bath & Beyond, Inc. (a) 190 6,484

Home Depot, Inc. 90 5,507

11,991

TOTAL RETAIL & WHOLESALE 62,800

SERVICES - 1.8%

ADVERTISING - 1.8%

Interpublic Group of 130 10,368
Companies, Inc.

Outdoor Systems, Inc. (a) 210 6,300

16,668

TECHNOLOGY - 12.9%

COMPUTER SERVICES & SOFTWARE
- - 8.3%

Automatic Data Processing, 140 11,226
Inc.

Equifax, Inc. 160 5,470

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Galileo International, Inc. 240 $ 10,440

IMS Health, Inc. 90 6,789

Microsoft Corp. (a) 300 41,606

75,531

COMPUTERS & OFFICE EQUIPMENT
- - 2.0%

EMC Corp. (a) 70 5,950

Lexmark International Group, 60 6,030
Inc. (a)

Xerox Corp. 50 5,900

17,880

ELECTRONICS - 2.6%

Intel Corp. 140 16,599

Solectron Corp. (a) 80 7,435

24,034

TOTAL TECHNOLOGY 117,445

UTILITIES - 10.8%

ELECTRIC UTILITY - 1.2%

Duke Energy Corp. 80 5,125

IPALCO Enterprises, Inc. 100 5,544

10,669

TELEPHONE SERVICES - 9.6%

ALLTEL Corp. 110 6,579

AT&T Corp. 340 25,585

BellSouth Corp. 130 6,484

GTE Corp. 140 9,441

MCI WorldCom, Inc. (a) 320 22,960

Qwest Communications 110 5,500
International, Inc. (a)

SBC Communications, Inc. 210 11,261

87,810

TOTAL UTILITIES 98,479

TOTAL INVESTMENT IN $ 912,839
SECURITIES - 100%
(Cost $902,802)

LEGEND

(a) Non-income producing

(b) Restricted securities - Investment in securities not registered
under the Securities Act of 1933 (see Note 2 of Notes to Financial
Statements).

Additional information on each holding
is as follows:

SECURITY ACQUISTION DATE ACQUISITION COST

Grand Palais Management Co. LP 12/28/98 $ 0

INCOME TAX INFORMATION

At December 31, 1998, the aggregate cost of investment securities for
income tax purposes was $902,802. Net unrealized appreciation
aggregated $10,037, of which $15,831 related to appreciated investment
securities and $5,794 related to depreciated investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1998 (UNAUDITED)

ASSETS

Investment in securities, at $ 912,839
value (cost $902,802) - See
accompanying schedule

Cash 107,241

Receivable for investments 6,947
sold

Dividends receivable 298

Prepaid expenses 36,263

TOTAL ASSETS 1,063,588

LIABILITIES

Payable for investments $ 17,152
purchased

Accrued management fee 56

Other payables and accrued 36,357
expenses

TOTAL LIABILITIES 53,565

NET ASSETS $ 1,010,023

Net Assets consist of:

Paid in capital $ 1,000,010

Undistributed net investment 148
income

Accumulated undistributed net (172)
realized gain (loss) on
investments

Net unrealized appreciation 10,037
(depreciation) on investments

NET ASSETS, for 100,001 $ 1,010,023
shares outstanding

NET ASSET VALUE, offering $10.10
price and redemption price
per share ($1,010,023
(divided by) 100,001 shares)

STATEMENT OF OPERATIONS
DECEMBER 28, 1998
(COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1998
(UNAUDITED)

INVESTMENT INCOME $ 298
Dividends

EXPENSES

Management fee $ 56

Transfer agent fees 54

Accounting fees and expenses 682

Custodian fees and expenses 25

Registration fees 1,115

Audit 251

Total expenses before 2,183
reductions

Expense reductions (2,033) 150

NET INVESTMENT INCOME 148

REALIZED AND UNREALIZED GAIN (172)
(LOSS)
Net realized gain (loss) on
investment securities

Change in net unrealized 10,037
appreciation (depreciation)
on investment securities

NET GAIN (LOSS) 9,865

NET INCREASE (DECREASE) IN $ 10,013
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS
DECEMBER 28, 1998
(COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1998
(UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 148
income

Net realized gain (loss) (172)

Change in net unrealized 10,037
appreciation (depreciation)

NET INCREASE (DECREASE) IN 10,013
NET ASSETS RESULTING FROM
OPERATIONS

Share transactions Net 1,000,010
proceeds from sales of shares

NET INCREASE (DECREASE) IN 1,000,010
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 1,010,023
IN NET ASSETS

NET ASSETS

Beginning of period -

End of period (including $ 1,010,023
undistributed net investment
income of $148)

OTHER INFORMATION 100,001
Shares sold

FINANCIAL HIGHLIGHTS
DECEMBER 31, 1998 E

(UNAUDITED)

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 10.00
period

Income from Investment
Operations

Net investment income D .00

Net realized and unrealized .10
gain (loss)

Total from investment .10
operations

Net asset value, end of period $ 10.10

TOTAL RETURN B, C 1.10%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,010
(000 omitted)

Ratio of expenses to average 1.25% A, F
net assets

Ratio of net investment 1.23% A
income to average net assets

Portfolio turnover rate 64% A

A ANNUALIZED

B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

C THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).

D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

E FOR THE PERIOD DECEMBER 28, 1998 (COMMENCEMENT OF OPERATIONS) TO
DECEMBER 31, 1998.

F FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).

NOTES TO FINANCIAL STATEMENTS

For the period ended December 31, 1998 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

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

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

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

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

INCOME TAXES. The fund intends to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code. By so
qualifying, the fund will not be subject to income taxes to the extent
that it distributes substantially all of its taxable income for its
fiscal year. The schedule of investments includes information
regarding income taxes under the caption "Income Tax Information."

INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

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.

PREPAID EXPENSES. Fidelity Management & Research Company (FMR) bears
all organizational expenses of the fund except for the cost of
registering and qualifying shares of the fund for distribution under
federal and state securities law. These registration expenses are
borne by the fund and amortized over one year.

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 may include temporary book and tax
basis differences which will reverse in a subsequent period. Any
taxable income or gain remaining at fiscal year end is distributed in
the following year.

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

2. OPERATING POLICIES.

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

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 $0 or 0.0% of net assets.

3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $909,921 and $6,947, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates ranged from .2500% to .5200% for the
period. The annual individual fund fee rate is .20%. 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. For the period, the management
fee was equivalent to an annualized rate of .47% of average net
assets.

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 .45% of average net assets.

ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.

BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $13 for the period.

5. EXPENSE REDUCTIONS.

FMR voluntarily agreed to reimburse the fund's operating expenses
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) above an annual rate of 1.25% of average net assets. For the
period, the reimbursement reduced the expenses by $2,033.

6. BENEFICIAL INTEREST.

At the end of the period, FMR was record owner of 100% of the total
outstanding shares of the fund.

INVESTMENT ADVISER

Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS

Fidelity Management & Research
(U.K.) Inc., London, England

Fidelity Management & Research
(Far East) Inc., Tokyo, Japan

OFFICERS

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Richard A. Spillane Jr., Vice President

Eric D. Roiter, Secretary

Richard A. Silver, Treasurer

Matthew N. Karstetter, Deputy Treasurer

John H. Costello, Assistant Treasurer

Leonard M. Rush, Assistant Treasurer

BOARD OF TRUSTEES

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

E. Bradley Jones *

Donald J. Kirk *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

ADVISORY BOARD

J. Gary Burkhead

* INDEPENDENT TRUSTEES

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

The Chase Manhattan Bank
New York, NY

FIDELITY'S GROWTH AND INCOME FUNDS

Balanced Fund

Convertible Securities Fund

Equity-Income Fund

Equity-Income II Fund

Fidelity(registered trademark) Fund

Global Balanced Fund

Growth & Income Portfolio

Growth & Income II Portfolio

Puritan (registered trademark) Fund

Real Estate Investment Portfolio

Utilities Fund

THE FIDELITY TELEPHONE CONNECTION

MUTUAL FUND 24-HOUR SERVICE

Exchanges/Redemptions 1-800-544-7777

Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

TouchTone Xpress (registered trademark)(automated graphic)
1-800-544-5555
(automated graphic) AUTOMATED LINE FOR QUICKEST SERVICE

(Fidelity Logo Graphic)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY FIFTY SM

SEMIANNUAL REPORT

DECEMBER 31, 1998

(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 managers' review of fund
performance, strategy and
outlook.

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

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

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

NOTES 19 Notes to the financial
statements.

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.

(recycle logo) This report is printed on recycled paper using
soy-based inks.

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.

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.

If you have questions, please call us at 1-800-544-8888, or visit our
web site at www.fidelity.com. We are available 24 hours a day, seven
days a week to provide you the information you need to make the
investments that are right for you.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance.
You can look at the total percentage change in value, the average
annual percentage change or the growth of a hypothetical $10,000
investment. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). Fidelity Fifty has a 3% sales charge, which was
waived beginning January 1, 1995 through December 31, 1998. Effective
January 1, 1999, the fund's 3% sales charge will be reinstated.

CUMULATIVE TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PERIODS ENDED DECEMBER 31, 1998 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY FIFTY 1.98% 15.58% 126.55% 139.92%

FIDELITY FIFTY (INCL. 3.00% -1.08% 12.11% 119.75% 132.72%
SALES CHARGE)

S&P 500 (registered trademark) 9.23% 28.58% 193.90% 201.09%

Capital Appreciation Funds 5.33% 19.96% 111.23% n/a
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 since the fund started on September 17, 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 Standard & Poor's 500
Index - a market capitalization-weighted index of common stocks. To
measure how the fund's performance stacked up against its peers, you
can compare it to the capital appreciation funds average, which
reflects the performance of mutual funds with similar objectives
tracked by Lipper Inc. The past six months average represents a peer
group of 268 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED DECEMBER 31, 1998 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY FIFTY 15.58% 17.77% 17.99%

FIDELITY FIFTY (INCL. 3.00% 12.11% 17.05% 17.31%
SALES CHARGE)

S&P 500 28.58% 24.06% 23.17%

Capital Appreciation Funds 19.96% 14.96% n/a
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 LIFE OF FUND
Fidelity Fifty S&P 500
00500 SP001
1993/09/17 9700.00 10000.00
1993/09/30 9971.60 10012.20
1993/10/31 10369.30 10219.45
1993/11/30 10204.40 10122.36
1993/12/31 10272.24 10244.84
1994/01/31 10660.60 10593.17
1994/02/28 10505.25 10306.09
1994/03/31 9990.67 9856.75
1994/04/30 10116.89 9982.91
1994/05/31 10126.60 10146.63
1994/06/30 9874.16 9898.04
1994/07/31 10262.53 10222.70
1994/08/31 10796.53 10641.83
1994/09/30 10767.40 10381.10
1994/10/31 10990.71 10614.68
1994/11/30 10495.55 10228.09
1994/12/31 10682.65 10379.77
1995/01/31 10623.74 10648.92
1995/02/28 11065.57 11063.91
1995/03/31 11536.87 11390.41
1995/04/30 11860.88 11725.85
1995/05/31 12302.72 12194.54
1995/06/30 12862.38 12477.82
1995/07/31 13520.22 12891.58
1995/08/31 13547.85 12923.94
1995/09/30 13994.60 13469.33
1995/10/31 13610.19 13421.24
1995/11/30 14181.61 14010.43
1995/12/31 14115.33 14280.28
1996/01/31 14474.47 14766.38
1996/02/29 14866.26 14903.26
1996/03/31 14909.79 15046.78
1996/04/30 15225.40 15268.57
1996/05/31 15508.36 15662.35
1996/06/30 15236.28 15722.02
1996/07/31 14126.21 15027.42
1996/08/31 14412.90 15344.35
1996/09/30 15039.55 16207.93
1996/10/31 15358.57 16654.94
1996/11/30 16497.93 17913.89
1996/12/31 16362.51 17559.02
1997/01/31 17201.62 18656.10
1997/02/28 17026.80 18802.37
1997/03/31 16001.23 18029.78
1997/04/30 16817.03 19106.16
1997/05/31 18157.26 20269.34
1997/06/30 19008.02 21177.40
1997/07/31 20534.72 22862.49
1997/08/31 19821.88 21581.73
1997/09/30 20974.46 22763.77
1997/10/31 19467.24 22003.46
1997/11/30 19707.88 23022.00
1997/12/31 20134.90 23417.28
1998/01/31 20201.04 23676.28
1998/02/28 21775.32 25383.81
1998/03/31 23204.08 26683.72
1998/04/30 23428.98 26952.15
1998/05/31 22330.95 26488.85
1998/06/30 22820.43 27564.82
1998/07/31 22569.08 27271.26
1998/08/31 17584.99 23328.38
1998/09/30 18095.70 24822.80
1998/10/31 19669.24 26841.88
1998/11/30 21063.34 28468.77
1998/12/31 23271.81 30109.14
IMATRL PRASUN SHR__CHT 19981231 19990121 165505 R00000000000067

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Fifty on September 17, 1993, when the fund
started, and the current 3.00% sales charge was paid. As the chart
shows, by December 31, 1998, the value of the investment would have
grown to $23,272 - a 132.72% 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 $30,109 - a 201.09% increase.

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

FUND TALK: THE MANAGERS' OVERVIEW

MARKET RECAP

"May old bull markets be forgot"
could have been the refrain of many
investors during the late summer
and early fall of 1998. But that tune
changed to "Happy Days Are Here
Again" as equities staged a rally
late in the six-month period ending
December 31, 1998. During that
six-month timeframe, the Dow Jones
Industrial Average - an index of
30 blue-chip stocks - returned
3.48%. But that return doesn't begin
to tell the story of the extreme
volatility seen during the period.
After the Dow reached a record
high of 9337.97 on July 17, 1998,
stock performance began a
dramatic descent, culminating in a
512.61 point Dow free-fall on
August 31, a loss that effectively
erased all previous gains for the
year. The culprits? Investors' fears
concerning Russia's currency
devaluation and loan defaults, the
continuing Asian economic crisis
and significant meltdowns in many
emerging markets. To address the
lack of confidence in domestic and
global equity markets, the U.S.
Federal Reserve Board stepped in
with three 0.25% interest-rate cuts
in the late fall. Those cuts helped
ease a slowing U.S. economy, and
stocks began to quickly ascend to
their former lofty levels as
demonstrated by a new Dow
record of 9374.27 on November
23, 1998.

(Photograph of John Muresianu)
(Photograph of Scott Stewart)

NOTE TO SHAREHOLDERS: On January 4, 1999, after the period covered by
this report, John Muresianu (right) became Portfolio Manager of
Fidelity Fifty. The following is an interview with Scott Stewart, who
managed the fund during the period covered by this report, with
comments from John Muresianu on his outlook and investment approach.

Q. SCOTT, HOW DID THE FUND PERFORM OVER THE PAST YEAR?

S.S. For the six-month period that ended December 31, 1998, the fund
posted a return of 1.98%. It trailed the capital appreciation funds
average, as tracked by Lipper Inc., which was up 5.33% over the same
period. The Standard & Poor's 500 Index returned 9.23% over the same
time frame. For the 12 months that ended December 31, 1998, the fund
returned 15.58%, while the Lipper group and the S&P 500 returned
19.96% and 28.58%, respectively.

Q. WHY DID THE FUND LAG THE PERFORMANCE OF ITS PEER GROUP AND THE S&P
500 OVER THE SIX- AND 12-MONTH PERIODS?

S.S. The fund was hurt because I took a more aggressive approach than
the fund's peers and the S&P 500. I focused on small- and
mid-capitalization stocks - which tend to have stronger earnings
potential than large-cap stocks - to a greater extent than the S&P
500, and, I believe, most of my peers. The problem was that the stocks
of most small companies had a dreadful year, while the very largest
companies performed extremely well over the period. For example, the
Russell 2000 Index - which measures the performance of small-cap
stocks - underperformed the S&P 500 by 16% and 31% over the past six-
and 12- months, respectively. My competitors' approach paid off over
most of the period and especially in the third quarter as investors
fled to "safe" stocks - usually large, domestic stocks - when Russia
defaulted on its bonds in August.

Q. WHAT WAS BEHIND THE FUND'S STRONG PERFORMANCE DURING THE LAST THREE
MONTHS OF THE PERIOD?

S.S. Ironically, the fund outperformed both its peers and the S&P 500
over the fourth quarter because of its relatively aggressive stance.
As I implied, fears of recession and concerns about credit risk
dominated the third quarter. In their attempt to move to safe stocks,
many investors fled from small-cap and technology stocks that they
considered risky. I felt that people were overreacting and increased
my exposure to technology companies. Technology stocks, such as EMC,
which makes data storage systems that can be plugged into any
company's computer server, benefited from the upswing in the fourth
quarter, turning in a very strong performance.

Q. WHAT OTHER HOLDINGS HELPED THE FUND OVER THE PERIOD?

S.S. One of the fund's top-10 holdings, MCI WorldCom - a leader in
global communications - also was perceived as a risky stock in the
third quarter since in a recession the growth rate of
telecommunications lessens. But, like EMC, it was a top performer for
the fund in the fourth quarter. Utilities, such as holding AT&T, did
well in the third quarter because they were considered safe havens.
Another winner was top-10 holding Amgen, a biotechnology company that
is beginning to be perceived by investors as more like a drug company
and, therefore, as more stable.

Q. ON THE DOWNSIDE, WHAT SPECIFIC STOCKS HURT THE FUND'S PERFORMANCE?

S.S. Some of the fund's financial holdings were hurt by the credit
risk concerns of the third quarter, and they did not bounce back fully
in the fourth quarter. For example, Citigroup was considered risky
because it lends money to countries like Russia and to Latin America.

Q. TURNING TO YOU, JOHN, HOW DO YOU THINK THE OVERALL MARKET AND THE
FUND LOOK GOING FORWARD?

J.M. The U.S. economy continues to look strong, which is good for
corporate earnings, but bad for interest rates. That's because in a
strong economy the Federal Reserve Board is less likely to ease
interest rates. On the other hand, there are plenty of signs of
weakness on a global level, which could lead to the Fed easing rates.
In general, the fund will be positioned for the very long term;
however, it may be impacted by the uncontrollable volatility of
short-term events.

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGERS ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGERS' VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.

(checkmark)FUND FACTS

GOAL: to increase the value of
the fund's shares by investing
mainly in equity securities,
normally 50 to 60 stocks

FUND NUMBER: 500

TRADING SYMBOL: FFTYX

START DATE: September 17,
1993

SIZE: as of December
31, 1998, more than $178
million

MANAGER: John Muresianu,
since January 1999; manager,
Fidelity American Trust
Portfolio, since 1997; Fidelity
Advisor
Utilities Growth Fund, 1996-
1997; Several Select
Portfolios, 1992-1997;
joined Fidelity
in 1986

JOHN MURESIANU ON HIS
INVESTMENT PHILOSOPHY:

"What distinguishes me from many
other fund managers is my
investment time horizon, which is
10 to 20 years - much longer than
most other managers. My goal is to
buy the best stocks at reasonable
valuations relative to their true
value and own them for the long
run.

"I am a strong believer in Internet
stocks. In fact, in my judgement,
the rise of the Internet is a
historical event tantamount to the
introduction of the automobile and
the telephone. In the fall of 1997, I
decided to invest the fund I was
managing at the time heavily in
Internet stocks - such as
America OnLine and Yahoo!. At
that time, Asia was collapsing and
most investors were dumping
technology stocks, especially
Internet stocks. To me, these
companies were domestic
consumer stocks, not technology
stocks, and they were growing like
crazy.

"Over the past year, of course,
Internet stocks have been some
of the top-performing stocks in
the world. However it is important
to caution investors that these
stocks also can be some of the
most volatile stocks in today's
market."

(solid bullet) In addition, the fund's
investment disclosure has been
changed to de-emphasize the use of
statistical models. In general, the
manager will rely more heavily on
fundamental analysis of individual
securities when he selects the
fund's holdings.

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF DECEMBER
31, 1998

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

Microsoft Corp. 6.0 4.1

MCI WorldCom, Inc. 5.7 3.4

TJX Companies, Inc. 3.8 2.3

Qwest Communications 3.5 2.1
International, Inc.

Amgen, Inc. 3.2 2.5

OY Nokia AB sponsored ADR 3.2 0.0

Associates First Capital 2.7 2.1
Corp. Class A

Providian Financial Corp. 2.6 0.0

Siebel Systems, Inc. 2.5 1.9

EMC Corp. 2.5 1.6

TOP FIVE MARKET SECTORS AS OF
DECEMBER 31, 1998

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

TECHNOLOGY 22.8 14.9

UTILITIES 16.4 7.2

FINANCE 12.2 13.8

HEALTH 6.9 10.6

NONDURABLES 6.4 6.1

</TABLE>

ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF DECEMBER 31, 1998 *
Row: 1, Col: 1, Value: 1.4
Row: 1, Col: 2, Value: 98.59999999999999

Stocks and
equity futures 98.6%
Short-term
investments
and others 1.4%
*FOREIGN
INVESTMENTS 4.1%

AS OF JUNE 30, 1998 **
Row: 1, Col: 1, Value: 2.6
Row: 1, Col: 2, Value: 97.40000000000001

Stocks and
equity futures 97.4%
Short-term
investments
and others 2.6%
**FOREIGN
INVESTMENTS 5.0%

INVESTMENTS DECEMBER 31, 1998 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 89.4%

SHARES VALUE (NOTE 1)

BASIC INDUSTRIES - 1.4%

CHEMICALS & PLASTICS - 1.4%

du Pont (E.I.) de Nemours & 15,900 $ 843,693
Co.

Witco Corp. 90,900 1,448,719

2,292,412

CONSTRUCTION & REAL ESTATE -
1.2%

BUILDING MATERIALS - 1.1%

American Standard Companies, 51,600 1,854,375
Inc. (a)

REAL ESTATE INVESTMENT TRUSTS
- - 0.1%

Ocwen Asset Investment Corp. 42,200 203,088

TOTAL CONSTRUCTION & REAL 2,057,463
ESTATE

DURABLES - 3.5%

AUTOS, TIRES, & ACCESSORIES -
3.5%

AutoZone, Inc. (a) 87,900 2,895,206

Breed Technologies, Inc. (a) 132,400 1,084,025

Republic Industries, Inc. (a) 125,000 1,843,750

5,822,981

ENERGY - 3.5%

OIL & GAS - 3.5%

Amerada Hess Corp. 14,800 736,300

Imperial Oil Ltd. 130,100 2,086,870

USX-Marathon Group 103,600 3,120,950

5,944,120

FINANCE - 12.2%

CREDIT & OTHER FINANCE - 5.9%

Associates First Capital 106,000 4,491,750
Corp. Class A

Citigroup, Inc. 19,500 965,250

FIRSTPLUS Financial Group, 40,000 110,000
Inc. (a)

Providian Financial Corp. 58,500 4,387,500

9,954,500

INSURANCE - 2.4%

AFLAC, Inc. 91,200 4,012,800

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

SAVINGS & LOANS - 3.9%

Dime Bancorp, Inc. 129,700 $ 3,428,944

Washington Mutual, Inc. 81,200 3,100,825

6,529,769

TOTAL FINANCE 20,497,069

HEALTH - 6.9%

DRUGS & PHARMACEUTICALS - 6.1%

Amgen, Inc. (a) 51,300 5,364,056

Aviron (a) 48,900 1,265,288

Lilly (Eli) & Co. 40,100 3,563,888

10,193,232

MEDICAL FACILITIES MANAGEMENT
- - 0.8%

Total Renal Care Holdings, 48,500 1,433,781
Inc. (a)

TOTAL HEALTH 11,627,013

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.2%

POLLUTION CONTROL - 2.2%

Allied Waste Industries, Inc. 155,000 3,661,875
(a)

MEDIA & LEISURE - 4.6%

BROADCASTING - 1.1%

CBS Corp. 55,976 1,833,214

ENTERTAINMENT - 2.1%

Viacom, Inc. Class B 47,500 3,515,000
(non-vtg.) (a)

PUBLISHING - 1.4%

Harcourt General, Inc. 42,900 2,281,744

TOTAL MEDIA & LEISURE 7,629,958

NONDURABLES - 6.4%

FOODS - 1.8%

ConAgra, Inc. 94,400 2,973,600

HOUSEHOLD PRODUCTS - 4.6%

Avon Products, Inc. 39,000 1,725,750

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

NONDURABLES - CONTINUED

HOUSEHOLD PRODUCTS - CONTINUED

Gillette Co. 55,200 $ 2,666,850

Procter & Gamble Co. 36,100 3,296,381

7,688,981

TOTAL NONDURABLES 10,662,581

PRECIOUS METALS - 0.7%

Newmont Mining Corp. 67,162 1,213,114

RETAIL & WHOLESALE - 5.6%

APPAREL STORES - 4.1%

Abercrombie & Fitch Co. Class 8,700 615,525
A (a)

TJX Companies, Inc. 219,200 6,356,800

6,972,325

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.5%

AgriBioTech, Inc. (a) 64,600 835,763

Best Buy Co., Inc. (a) 26,400 1,620,300

2,456,063

TOTAL RETAIL & WHOLESALE 9,428,388

SERVICES - 2.0%

ADVERTISING - 2.0%

Interpublic Group of 41,600 3,317,600
Companies, Inc.

TECHNOLOGY - 22.8%

COMMUNICATIONS EQUIPMENT - 4.2%

Cisco Systems, Inc. (a) 18,400 1,707,750

OY Nokia AB sponsored ADR 44,200 5,323,338

7,031,088

COMPUTER SERVICES & SOFTWARE
- - 9.6%

Cadence Design Systems, Inc. 60,000 1,785,000
(a)

Microsoft Corp. (a) 73,000 10,124,185

Siebel Systems, Inc. (a) 124,000 4,208,250

16,117,435

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - 4.1%

EMC Corp. (a) 49,200 $ 4,182,000

Seagate Technology, Inc. (a) 90,000 2,722,500

6,904,500

ELECTRONIC INSTRUMENTS - 2.5%

Teradyne, Inc. (a) 98,600 4,178,175

ELECTRONICS - 2.4%

AMP, Inc. 78,819 4,103,514

TOTAL TECHNOLOGY 38,334,712

UTILITIES - 16.4%

CELLULAR - 0.8%

Nextel Communications, Inc. 57,900 1,367,888
Class A (a)

ELECTRIC UTILITY - 3.3%

AES Corp. (a) 70,700 3,349,413

PG&E Corp. 71,700 2,258,550

5,607,963

TELEPHONE SERVICES - 12.3%

ALLTEL Corp. 40,000 2,392,500

AT&T Corp. 37,000 2,784,250

MCI WorldCom, Inc. (a) 133,000 9,542,750

Qwest Communications 116,610 5,830,500
International, Inc. (a)

20,550,000

TOTAL UTILITIES 27,525,851

TOTAL COMMON STOCKS 150,015,137
(Cost $115,862,677)

U.S. TREASURY OBLIGATIONS -
0.6%

PRINCIPAL AMOUNT

U.S. Treasury Bills, yield at $ 1,000,000 999,708
date of purchase 3.61% to
3.79% 1/7/99 (c) (Cost
$999,282)

CASH EQUIVALENTS - 10.0%

SHARES VALUE (NOTE 1)

Taxable Central Cash Fund (b) 16,847,416 $ 16,847,416
(Cost $16,847,416)

TOTAL INVESTMENT IN $ 167,862,261
SECURITIES - 100%
(Cost $133,709,375)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FUTURES CONTRACTS

EXPIRATION DATE UNDERLYING FACE AMOUNT AT VALUE UNREALIZED GAIN/(LOSS)

PURCHASED

17 Russell 2000 Index Contracts Mar. 1999 $ 3,614,625 $ 140,568

20 S&P 400 Midcap Index Mar. 1999 3,917,500 288,875
Contracts

60 S&P 500 Stock Index Mar. 1999 18,682,500 225,525
Contracts

$ 26,214,625 $ 654,968

THE FACE VALUE OF FUTURES
PURCHASED AS A PERCENTAGE OF
TOTAL INVESTMENT IN
SECURITIES - 15.6%

</TABLE>

LEGEND

(a) Non-income producing

(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.80%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.

(c) Security or a portion of the security was pledged to cover margin
requirements for futures contracts. At the period end, the value of
securities pledged amounted to $954,721.

INCOME TAX INFORMATION

At December 31, 1998, the aggregate cost of investment securities for
income tax purposes was $133,709,375. Net unrealized appreciation
aggregated $34,152,886, of which $43,324,555 related to appreciated
investment securities and $9,171,669 related to depreciated investment
securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1998 (UNAUDITED)

ASSETS

Investment in securities, at $ 167,862,261
value (cost $133,709,375) -
See accompanying schedule

Receivable for investments 11,726,311
sold

Receivable for fund shares 470,199
sold

Dividends receivable 132,091

Interest receivable 55,959

Receivable for daily 223,121
variation on futures
contracts

Other receivables 55,477

TOTAL ASSETS 180,525,419

LIABILITIES

Payable for fund shares $ 1,590,022
redeemed

Accrued management fee 55,232

Other payables and accrued 69,953
expenses

TOTAL LIABILITIES 1,715,207

NET ASSETS $ 178,810,212

Net Assets consist of:

Paid in capital $ 144,469,570

Undistributed net investment 182,551
income

Accumulated undistributed net (649,681)
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 34,807,772
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 10,607,617 $ 178,810,212
shares outstanding

NET ASSET VALUE, offering $16.86
price and redemption price
per share ($178,810,212
(divided by) 10,607,617
shares)

STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER
31, 1998 (UNAUDITED)

INVESTMENT INCOME $ 457,721
Dividends

Interest 355,953

TOTAL INCOME 813,674

EXPENSES

Management fee Basic fee $ 491,968

Performance adjustment (167,540)

Transfer agent fees 229,737

Accounting fees and expenses 50,340

Non-interested trustees' 306
compensation

Custodian fees and expenses 3,881

Registration fees 19,295

Audit 15,210

Legal 19,883

Miscellaneous 442

Total expenses before 663,522
reductions

Expense reductions (32,538) 630,984

NET INVESTMENT INCOME 182,690

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

Investment securities (1,171,113)

Foreign currency transactions (2,706)

Futures contracts 1,173,489 (330)

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 929,401

Assets and liabilities in (82)
foreign currencies

Futures contracts 266,826 1,196,145

NET GAIN (LOSS) 1,195,815

NET INCREASE (DECREASE) IN $ 1,378,505
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED DECEMBER 31, YEAR ENDED JUNE 30, 1998
1998 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 182,690 $ 494,044
income

Net realized gain (loss) (330) 21,111,377

Change in net unrealized 1,196,145 9,699,300
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,378,505 31,304,721
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (220,179) (495,564)
From net investment income

From net realized gain (7,371,344) (20,129,202)

TOTAL DISTRIBUTIONS (7,591,523) (20,624,766)

Share transactions Net 69,867,488 203,058,297
proceeds from sales of shares

Reinvestment of distributions 7,510,567 20,420,206

Cost of shares redeemed (84,975,462) (197,674,155)

NET INCREASE (DECREASE) IN (7,597,407) 25,804,348
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) (13,810,425) 36,484,303
IN NET ASSETS

NET ASSETS

Beginning of period 192,620,637 156,136,334

End of period (including $ 178,810,212 $ 192,620,637
undistributed net investment
income of $182,551 and
$335,632, respectively)

OTHER INFORMATION
Shares

Sold 4,600,958 12,278,921

Issued in reinvestment of 472,067 1,311,377
distributions

Redeemed (5,629,562) (12,000,886)

Net increase (decrease) (556,537) 1,589,412

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED DECEMBER 31, YEARS ENDED JUNE 30,
1998

(UNAUDITED) 1998 1997 1996 1995 1994 F

SELECTED PER-SHARE DATA

Net asset value, beginning
of $ 17.25 $ 16.31 $ 14.00 $ 13.10 $ 10.17 $ 10.00
period

Income from Investment
Operations

Net investment income .02 D .04 D .07 D .15 .08 .02

Net realized and .28 2.95 3.16 2.12 2.97 .16
unrealized gain (loss)

Total from investment .30 2.99 3.23 2.27 3.05 .18
operations

Less Distributions

From net investment income (.02) (.05) (.09) (.13) (.02) (.01)

From net realized gain (.67) (2.00) (.83) (1.24) (.10) -

Total distributions (.69) (2.05) (.92) (1.37) (.12) (.01)

Net asset value, end of $ 16.86 $ 17.25 $ 16.31 $ 14.00 $ 13.10 $ 10.17
period

TOTAL RETURN B, C 1.98% 20.06% 24.75% 18.46% 30.26% 1.80%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 178,810 $ 192,621 $ 156,136 $ 180,983 $ 128,572 $ 48,359
(000 omitted)

Ratio of expenses to average .78% A .80% .88% 1.03% 1.22% 1.58% A
net assets

Ratio of expenses to average .74% A, E .77% E .84% E .99% E 1.19% E 1.58% A
net assets after expense
reductions

Ratio of net investment .22% A .27% .53% 1.20% 1.15% .23% A
income to average net assets

Portfolio turnover rate 92% A 121% 131% 152% 180% 320% A

</TABLE>

A ANNUALIZED

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).

C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).

F FOR THE PERIOD SEPTEMBER 17, 1993 (COMMENCEMENT OF OPERATIONS) TO
JUNE 30, 1994.

NOTES TO FINANCIAL STATEMENTS

For the period ended December 31, 1998 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

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

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

INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

the fair market value of the securities received. Interest income,
which includes accretion of original issue discount, is accrued as
earned. Investment income is recorded net of foreign taxes withheld
where recovery of such taxes is uncertain.

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

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

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

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

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

2. OPERATING POLICIES.

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.

2. OPERATING POLICIES - CONTINUED

REPURCHASE AGREEMENTS - CONTINUED

and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of
the underlying securities remains in accordance with the market value
requirements stated above.

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

FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market. Buying futures tends to increase the
fund's exposure to the underlying instrument, while selling futures
tends to decrease the fund's exposure to the underlying instrument or
hedge other fund investments. Futures contracts involve, to varying
degrees, risk of loss in excess of the futures variation margin
reflected in the Statement of Assets and Liabilities. The underlying
face amount at value of any open futures contracts at period end is
shown in the schedule of investments under the caption "Futures
Contracts." This amount reflects each contract's exposure to the
underlying instrument at period end. Losses may arise from changes in
the value of the underlying instruments or if the counterparties do
not perform under the contracts' terms. Gains (losses) are realized
upon the expiration or closing of the futures contracts. Futures
contracts are valued at the settlement price established each day by
the board of trade or exchange on which they are traded.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $70,924,207 and $98,233,825, respectively

The market value of futures contracts opened and closed during the
period amounted to $68,627,483 and $53,842,373, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

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

SALES LOAD. For the period January 1, 1995 through December 31, 1998,
Fidelity Distributors Corporation (FDC), an affiliate of FMR and the
general distributor of the fund, voluntarily waived the sales charge
(3% of the offering price) on the sales of shares.

ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $17,773 for the
period.

5. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $29,889 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $1,006 and $1,643, respectively, under these arrangements.

MANAGING YOUR INVESTMENTS

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

BY PHONE

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

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

PRESS
1 For mutual fund and brokerage trading.
2 For quotes.*
3 For account balances and holdings.
4 To review orders and mutual fund activity.
5 To change your PIN.
*0 To speak to a Fidelity representative.

BY PC

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

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

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

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

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

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

INVESTMENT ADVISER

Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS

Fidelity Management &
Research Company
(U.K.) Inc., London, England

Fidelity Management & Research
(Far East) Inc., Tokyo, Japan

OFFICERS

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Robert A. Lawrence, Vice President

John M. Muresianu, Vice President

Eric D. Roiter, Secretary

Richard A. Silver, Treasurer

Matthew N. Karstetter, Deputy Treasurer

John H. Costello, Assistant Treasurer

Leonard M. Rush, Assistant Treasurer

BOARD OF TRUSTEES

Ralph F. Cox *

Phyllis Burke Davis *

Richard M. Gates *

Edward C. Johnson 3d

E. Bradley Jones *

Donald J. Kirk *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

ADVISORY BOARD

J. Gary Burkhead

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT

Fidelity Service Company, Inc.
Boston, MA

* INDEPENDENT TRUSTEES

CUSTODIAN

Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS

Aggressive Growth Fund

Blue Chip Growth Fund

Capital Appreciation Fund

Contrafund SM

Contrafund II SM

Disciplined Equity Fund

Dividend Growth Fund

Export and Multinational Fund

Fidelity Fifty SM

Growth Company Fund

Large Cap Stock Fund

Low-Priced Stock Fund

Magellan(registered trademark) Fund

Mid-Cap Stock Fund

New Millennium (registered trademark) Fund

OTC Portfolio

Retirement Growth Fund

Small Cap Selector

Small Cap Stock Fund

Stock Selector

Tax Managed Stock Fund

TechnoQuant SM Growth Fund

Trend Fund

Value Fund

THE FIDELITY TELEPHONE CONNECTION

MUTUAL FUND 24-HOUR SERVICE

Exchanges/Redemptions 1-800-544-7777

Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

TouchTone Xpress (registered trademark)(Automated Graphic)
1-800-544-5555

(Automated graphic) AUTOMATED LINE FOR QUICKEST SERVICE

(Fidelity Logo Graphic)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY
CONTRAFUNDII SM

(2 fidelity logo graphics)(registered trademark)

SEMIANNUAL REPORT
DECEMBER 31, 1998

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 17 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 21 Notes to the financial
statements.

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

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

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

(recycle logo)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 DECEMBER 31, 1998 PAST 6 MONTHS LIFE OF FUND

FIDELITY CONTRAFUND II 7.63% 11.40%

FIDELITY CONTRAFUND II (INCL. 4.40% 8.06%
3.00% SALES CHARGE)

S&P 500 (registered trademark) 9.23% 12.84%

Growth Funds Average 6.21% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months or since the fund
started on March 31, 1998. For example, if you had invested $1,000 in
a fund that had a 5% return over the past year, the value of your
investment would be $1,050. You can compare the fund's returns to the
performance of the Standard & Poor's 500 Index - a market
capitalization-weighted index of common stocks. To measure how the
fund's performance stacked up against its peers, you can compare it to
the growth funds average, which reflects the performance of mutual
funds with similar objectives tracked by Lipper Inc. The past six
months average represents a peer group of 1,101 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

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. These numbers will be reported once the fund
is a year old.

$10,000 OVER LIFE OF FUND
Contrafund II S&P 500
00339 SP001
1998/03/31 9700.00 10000.00
1998/04/30 9738.80 10100.60
1998/05/31 9457.50 9926.97
1998/06/30 10039.50 10330.20
1998/07/31 9787.30 10220.19
1998/08/31 7992.80 8742.55
1998/09/30 8691.20 9302.60
1998/10/31 8914.30 10059.27
1998/11/30 9797.00 10668.97
1998/12/31 10805.80 11283.71
IMATRL PRASUN SHR__CHT 19981231 19990111 113726 R00000000000012
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Contrafund II on March 31, 1998, when the fund
started, and the current 3.00% sales charge was paid. As the chart
shows, by December 31, 1998, the value of the investment would have
grown to $10,806 - a 8.06% 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 $11,284 - a 12.84% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

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

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

"May old bull markets be forgot"
could have been the refrain of many
investors during the late summer
and early fall of 1998. But that tune
changed to "Happy Days Are Here
Again" as equities staged a rally
late in the six-month period ending
December 31, 1998. During that
six-month timeframe, the Dow Jones
Industrial Average - an index of
30 blue-chip stocks - returned
3.48%. But that return doesn't begin
to tell the story of the extreme
volatility seen during the period.
After the Dow reached a record
high of 9337.97 on July 17, 1998,
stock performance began a
dramatic descent, culminating in a
512.61 point Dow free-fall on
August 31, a loss that effectively
erased all previous gains for the
year. The culprits? Investors' fears
concerning Russia's currency
devaluation and loan defaults, the
continuing Asian economic crisis
and significant meltdowns in many
emerging markets. To address the
lack of confidence in domestic and
global equity markets, the U.S.
Federal Reserve Board stepped in
with three 0.25% interest-rate cuts
in the late fall. Those cuts helped
ease a slowing U.S. economy, and
stocks began to quickly ascend to
their former lofty levels as
demonstrated by a new Dow
record of 9374.27 on November
23, 1998.

(photograph of Jason Weiner)

An interview with Jason Weiner, Portfolio Manager of Contrafund II

Q. HOW DID THE FUND PERFORM, JASON?

A. It did well, though not quite as well as the market. In the
six-month period ending December 31, 1998, the fund returned 7.63%,
compared to a 9.23% return for the Standard & Poor's 500 Index. For
the same period, the growth funds average, as tracked by Lipper Inc.,
returned 6.21%. Since its inception on March 31, 1998, the fund rose
11.40%, while the S&P 500 was up 12.84%. Lipper does not calculate a
life of fund average.

Q. WHAT HELPED YOU VERY NEARLY KEEP PACE WITH THE MARKET DURING THE
TURBULENT PERIOD SINCE THE FUND'S INCEPTION?

A. The performance of the fund's large-cap holdings helped enormously.
In 1998, the S&P 500, and in particular the largest S&P companies,
outperformed small-cap stocks dramatically. I had positioned the fund
for a recovery in the small- and mid-cap universe, which did not
occur. To illustrate, the S&P 500 returned 28.58% in 1998, versus a 3%
decline in the Russell 2000, a popular measure of small-cap stock
peformance, despite similar earnings growth. This accounted for the
fund's underperformance. Fortunately, the fund effectively avoided
earnings shortfalls in the period as well.

Q. THE TECHNOLOGY WEIGHTING OF THE FUND WENT DOWN TOWARD THE END OF
THE PERIOD, THOUGH IT WAS STILL STRONG. WHAT STRENGTHS AND WEAKNESSES
DID YOU SEE IN THAT SECTOR?

A. I remained overweighted in the technology sector relative to the
S&P 500, although I did use the fourth quarter to reduce the fund's
exposure. The fund missed part of the rebound seen in the
semiconductor sector by applying too strict a valuation criterion.
Valuations were high, but semiconductor valuations relative to the
market were more reasonable, and positive fundamentals allowed for a
strong move upward. As I said in the annual report, I continue to
favor computer software and services. In particular, I like businesses
with high margins and recurring revenues.

Q. WHAT WERE SOME OF YOUR BEST TECHNOLOGY PICKS?

A. Microsoft went up 27% during the six-month period. MCI went up 20%
on its own, then another 48% after WorldCom acquired it during the
period. So those were great performers. JDS Fitel, a Canadian supplier
of optical components to the telecommunications industry, also
performed well, as did America Online, which went up 180%. Internet
stocks in general really exploded during the period.

Q. THE FUND'S TOP HOLDING WAS IN THE RETAIL SECTOR - ABERCROMBIE &
FITCH - WHICH WENT UP 60% DURING THE SIXTH-MONTH PERIOD. DID YOU LIKE
THAT WHOLE SECTOR?

A. No, that wasn't a sector bet. I bought Abercrombie & Fitch stock
when the company had about 150 stores, in the belief it could easily
reach 400 to 600 stores, including the kids' stores. As long as its
fashion statement is in tune with its customers, I believe its
earnings will grow in line, or better, with their store growth.

Q. THE FUND WAS ALSO STRONG IN HEALTH CARE. WHAT DID YOU FIND
ATTRACTIVE THERE?

A. The pharmaceuticals and medical-device companies have great
fundamentals. Strong product introductions and pipelines drive their
earnings and their stocks. As long as the climate in Washington
remained benign, I wanted the fund to have significant exposure in
this group. The last time these stocks underperformed, the political
climate in Washington was hostile to the industry. I would like to
highlight Sofamor/Danek, which during the period was set to be
acquired by MDT. I was sorry this great company was going to be sold,
but at least the fund would be paid in MDT stock, which is another
company with great fundamentals.

Q. INTERNET STOCKS DID VERY WELL DURING THE PERIOD. WERE YOU INVESTED
THERE?

A. At the beginning of the period, I was heavily invested in the
Internet, and I pared back by the end of the period. America Online,
for instance, fell out of the fund's top-10 holdings as its stock
price rose to astronomical heights. Intraday moves of $50 to $100 were
commonplace in the sector and illustrated the amount of speculation in
the market. I tried to have exposure to related stocks, like cable
companies offering high-speed data access, while avoiding areas that I
thought were overheated. One measure of "overheated" is the percentage
of a stock's outstanding shares traded on an average day. In some
cases average daily volume was hitting 30% to 40% of outstanding
shares.

Q. WHAT IS YOUR OUTLOOK FOR 1999?

A. In general, I'm cautious. In 1998, stock prices rose faster than
earnings, while the earnings of S&P 500 companies slowed dramatically
at the end of the period. My strategy is to own companies that can
grow their earnings in a sustainable manner. Generally speaking, the
fund did not own a lot of cyclicals, but was geared toward growth
stocks instead.

(checkmark)FUND FACTS

GOAL: to increase the value of
the fund's shares over the long
term by investing in companies
whose values FMR believes
are not fully recognized by
the public

START DATE: March 31, 1998

FUND NUMBER: 339

TRADING SYMBOL: FCONX

SIZE: as of December 31,1998
more than $540 million

MANAGER: Jason Weiner, since
inception; associate manager,
VIP: Contrafund, since
1998; Fidelity Export and
Multinational Fund, since
1997; Fidelity Select
Computers Portfolio,
1996-1997; Fidelity Select
Air Transportation Portfolio,
1994-1996; joined Fidelity
in 1991

JASON WEINER'S PHILOSOPHY FOR
INVESTING IN A MARKET SO
VOLATILE THAT IT CAN TAKE A
20% DIP AND THEN BOUNCE
BACK:

"When the market tumbles like it
did last fall, I think one has to look
very carefully at the earnings
prospects of one's holdings. A
company growing its earnings
25% because it has a competitive
advantage in a large market is
going to be a `buy' in any market
environment, unless the financial
crisis directly affects its
prospects. So to some extent,
maintaining a `business as usual'
attitude is important to avoiding
mistakes.

"On the other hand, taking
advantage of a downturn to
upgrade your portfolio to higher
quality issues is an opportunity.
For instance, say you have
avoided a number of high-quality
issues because their valuations
seemed extreme. Corrections,
which drive stock prices down,
give you an opportunity to buy.

"Lastly, I think we all learned in the
last downturn that you have to `hold
on to your winners,' as Will Danoff,
manager of Contrafund, would
say. It is always tempting to sell
the stocks that have risen the
most to lock in your profit. In
reality, a winner is a winner in any
market."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF DECEMBER
31, 1998

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

Abercrombie & Fitch Co. Class A 3.1 0.4

MCI WorldCom, Inc. 3.0 4.5

Philip Morris Companies, Inc. 2.7 0.0

Microsoft Corp. 2.4 3.5

Freddie Mac 2.2 1.3

Warner-Lambert Co. 2.2 1.1

Fannie Mae 2.1 0.5

Exxon Corp. 2.0 0.0

General Electric Co. 1.9 0.0

Time Warner, Inc. 1.9 1.4

TOP FIVE MARKET SECTORS AS OF
DECEMBER 31, 1998

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

TECHNOLOGY 19.2 26.7

HEALTH 12.8 12.0

MEDIA & LEISURE 10.5 7.0

FINANCE 10.0 9.0

UTILITIES 7.6 5.3

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF DECEMBER 31, 1998 *

Row: 1, Col: 1, Value: 91.0
Row: 1, Col: 2, Value: 9.0
Stocks 91.0%
Short-term
investments 9.0%
*FOREIGN
INVESTMENTS 3.8%

AS OF JUNE 30, 1998 **
Row: 1, Col: 1, Value: 97.40000000000001
Row: 1, Col: 2, Value: 2.6
Stocks 97.4%
Short-term
investments 2.6%
**FOREIGN
INVESTMENTS 4.6%

INVESTMENTS DECEMBER 31, 1998 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 91.0%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 1.5%

DEFENSE ELECTRONICS - 0.7%

Alpha Industries, Inc. (a) 100,000 $ 3,600,000

SHIP BUILDING & REPAIR - 0.8%

General Dynamics Corp. 75,000 4,396,875

TOTAL AEROSPACE & DEFENSE 7,996,875

BASIC INDUSTRIES - 0.4%

CHEMICALS & PLASTICS - 0.4%

Sealed Air Corp. 45,000 2,297,813

CONSTRUCTION & REAL ESTATE -
2.2%

BUILDING MATERIALS - 0.9%

Lone Star Industries, Inc. 51,400 1,892,163

Southdown, Inc. 55,000 3,255,313

5,147,476

REAL ESTATE - 1.0%

Sunterra Corp. 352,000 5,280,000

REAL ESTATE INVESTMENT TRUSTS
- - 0.3%

Simon Property Group, Inc. 60,000 1,710,000

TOTAL CONSTRUCTION & REAL 12,137,476
ESTATE

DURABLES - 1.8%

AUTOS, TIRES, & ACCESSORIES -
0.4%

Gentex Corp. (a) 94,400 1,888,000

HOME FURNISHINGS - 1.0%

Maxim Group, Inc. (a) 235,000 5,640,000

TEXTILES & APPAREL - 0.4%

Shaw Industries, Inc. 100,000 2,425,000

TOTAL DURABLES 9,953,000

ENERGY - 6.2%

ENERGY SERVICES - 2.1%

BJ Services Co. (a) 125,000 1,953,125

ENSCO International, Inc. 200,000 2,137,500

Schlumberger Ltd. 157,600 7,269,300

11,359,925

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

ENERGY - CONTINUED

OIL & GAS - 4.1%

Amoco Corp. 35,000 $ 2,065,000

Chevron Corp. 30,000 2,488,125

Exxon Corp. 149,500 10,932,188

Royal Dutch Petroleum Co. (NY 100,000 4,787,500
Registry Gilder 1.25)

Texaco, Inc. 45,000 2,379,375

22,652,188

TOTAL ENERGY 34,012,113

FINANCE - 10.0%

BANKS - 2.9%

Bank One Corp. 95,000 4,850,938

Chase Manhattan Corp. 37,000 2,518,313

Comerica, Inc. 57,000 3,886,688

Mellon Bank Corp. 35,000 2,406,250

U.S. Bancorp 70,000 2,485,000

16,147,189

CREDIT & OTHER FINANCE - 1.7%

Greenpoint Financial Corp. 50,000 1,756,250

Household International, Inc. 75,000 2,971,875

MBNA Corp. 177,500 4,426,406

9,154,531

FEDERAL SPONSORED CREDIT - 4.3%

Fannie Mae 153,500 11,359,000

Freddie Mac 190,700 12,288,231

23,647,231

INSURANCE - 0.6%

CMAC Investments Corp. 70,000 3,215,625

SECURITIES INDUSTRY - 0.5%

Morgan Stanley, Dean Witter & 35,000 2,485,000
Co.

TOTAL FINANCE 54,649,576

HEALTH - 12.8%

DRUGS & PHARMACEUTICALS - 10.2%

Amgen, Inc. (a) 78,500 8,208,156

Bristol-Myers Squibb Co. 32,400 4,335,525

Forest Laboratories, Inc. (a) 179,240 9,533,328

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Lilly (Eli) & Co. 113,600 $ 10,096,200

Merck & Co., Inc. 45,000 6,645,938

Pfizer, Inc. 40,000 5,017,500

Warner-Lambert Co. 160,700 12,082,631

55,919,278

MEDICAL EQUIPMENT & SUPPLIES
- - 2.6%

Bergen Brunswig Corp. Class A 82,000 2,859,750

Biomet, Inc. 75,000 3,018,750

Sofamor/Danek Group, Inc. 45,100 5,490,925

Steris Corp. 94,900 2,698,719

14,068,144

TOTAL HEALTH 69,987,422

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.4%

ELECTRICAL EQUIPMENT - 1.9%

General Electric Co. 105,000 10,716,563

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.5%

Kaydon Corp. 65,100 2,608,069

TOTAL INDUSTRIAL MACHINERY & 13,324,632
EQUIPMENT

MEDIA & LEISURE - 10.5%

BROADCASTING - 5.9%

Comcast Corp. Class A 45,000 2,640,938
(special)

Cox Communications, Inc. 115,000 7,949,375
Class A (a)

Metromedia Fiber Network, 110,000 3,685,000
Inc. Class A (a)

Tele-Communications, Inc. 135,000 7,467,188
(TCI Group) Series A

Time Warner, Inc. 169,016 10,489,556

32,232,057

ENTERTAINMENT - 2.0%

Disney (Walt) Co. 75,000 2,250,000

Tele-Communications, Inc. 185,000 8,521,563
(Liberty Media Group) Series
A

10,771,563

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - 2.6%

McDonald's Corp. 65,000 $ 4,980,625

Tricon Global Restaurants, 187,100 9,378,388
Inc.

14,359,013

TOTAL MEDIA & LEISURE 57,362,633

NONDURABLES - 5.9%

BEVERAGES - 1.8%

Anheuser-Busch Companies, 110,000 7,218,750
Inc.

Celestial Seasonings, Inc. (a) 49,800 1,385,063

Coors (Adolph) Co. Class B 20,000 1,128,750

9,732,563

FOODS - 0.9%

Keebler Foods Co. (a) 70,000 2,633,750

Smithfield Foods, Inc. 73,000 2,472,875

5,106,625

HOUSEHOLD PRODUCTS - 0.5%

Clorox Co. 25,000 2,920,313

TOBACCO - 2.7%

Philip Morris Companies, Inc. 270,000 14,445,000

TOTAL NONDURABLES 32,204,501

RETAIL & WHOLESALE - 4.7%

APPAREL STORES - 3.1%

Abercrombie & Fitch Co. Class 242,600 17,163,937
A (a)

DRUG STORES - 0.3%

CVS Corp. 34,200 1,881,000

GENERAL MERCHANDISE STORES -
0.4%

Saks Holdings, Inc. 73,200 2,310,375

GROCERY STORES - 0.9%

Kroger Co. (a) 57,000 3,448,500

Safeway, Inc. 20,000 1,218,750

4,667,250

TOTAL RETAIL & WHOLESALE 26,022,562

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

SERVICES - 4.9%

ADVERTISING - 1.6%

Lamar Advertising Co. Class A 70,000 $ 2,607,500
(a)

Young & Rubicam, Inc. 190,000 6,151,250

8,758,750

PRINTING - 0.5%

Reynolds & Reynolds Co. Class 120,000 2,752,500
A

SERVICES - 2.8%

ACNielsen Corp. (a) 75,000 2,118,750

Block (H&R), Inc. 81,000 3,645,000

Caribiner International, Inc. 185,800 1,695,425
(a)

Coinmach Laundry Corp. (a) 248,500 3,230,500

Gartner Group, Inc. Class A 125,000 2,656,250
(a)

Robert Half International, 47,500 2,122,656
Inc.

15,468,581

TOTAL SERVICES 26,979,831

TECHNOLOGY - 19.2%

COMMUNICATIONS EQUIPMENT - 2.2%

Cisco Systems, Inc. (a) 75,000 6,960,938

OY Nokia AB sponsored ADR 25,000 3,010,938

Tekelec 125,000 2,070,313

12,042,189

COMPUTER SERVICES & SOFTWARE
- - 11.4%

America Online, Inc. 39,400 6,304,000

Cadence Design Systems, Inc. 206,000 6,128,500
(a)

Ceridian Corp. (a) 60,000 4,188,750

Citrix Systems, Inc. (a) 42,000 4,076,625

Dendrite International, Inc. 100,000 2,496,875
(a)

DST Systems, Inc. (a) 57,500 3,281,094

Engineering Animation, Inc. 45,000 2,430,000
(a)

Keane, Inc. (a) 75,000 2,995,313

Meta Group, Inc. (a) 80,000 2,380,000

Microsoft Corp. (a) 92,900 12,884,069

National Data Corp. 60,000 2,921,250

New Era of Networks, Inc. (a) 25,000 1,100,000

PeopleSoft, Inc. 150,000 2,840,625

Sabre Group Holdings, Inc. 124,000 5,518,000
Class A

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Sapiens International Corp. NV 61,200 $ 485,775

Siebel Systems, Inc. 82,000 2,782,875

62,813,751

COMPUTERS & OFFICE EQUIPMENT
- - 2.5%

Adaptec, Inc. (a) 150,000 2,634,375

Advanced Digital Information 21,200 339,200
Corp.

Comverse Technology, Inc. (a) 25,000 1,775,000

Fore Systems, Inc. (a) 100,000 1,831,250

SCI Systems, Inc. 54,000 3,118,500

Tech Data Corp. 105,000 4,226,250

13,924,575

ELECTRONIC INSTRUMENTS - 1.3%

JDS Fitel, Inc. (a) 215,700 5,355,505

Teradyne, Inc. 37,200 1,576,350

6,931,855

ELECTRONICS - 1.8%

Brightpoint, Inc. 200,000 2,750,000

Intel Corp. 37,100 4,398,669

Vitesse Semiconductor Corp. 60,400 2,755,750

9,904,419

TOTAL TECHNOLOGY 105,616,789

TRANSPORTATION - 0.9%

AIR TRANSPORTATION - 0.6%

ASA Holdings, Inc. 103,000 3,141,500

RAILROADS - 0.3%

Union Pacific Corp. 45,000 2,027,813

TOTAL TRANSPORTATION 5,169,313

UTILITIES - 7.6%

CELLULAR - 0.5%

AirTouch Communications, Inc. 40,000 2,885,000
(a)

ELECTRIC UTILITY - 0.5%

Duke Energy Corp. 40,000 2,562,500

TELEPHONE SERVICES - 6.6%

ALLTEL Corp. 105,000 6,280,313

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Bell Atlantic Corp. 75,000 $ 4,260,938

MCI WorldCom, Inc. (a) 227,914 16,352,830

SBC Communications, Inc. 75,000 4,021,875

WinStar Communications, Inc. 134,500 5,245,500

36,161,456

TOTAL UTILITIES 41,608,956

TOTAL COMMON STOCKS 499,323,492
(Cost $410,234,177)

CASH EQUIVALENTS - 9.0%

Taxable Central Cash Fund (b) 49,313,031 49,313,031
(Cost $49,313,031)

TOTAL INVESTMENT IN $ 548,636,523
SECURITIES - 100%
(Cost $459,547,208)

LEGEND

(a) Non-income producing

INCOME TAX INFORMATION

At December 31, 1998, the aggregate cost of investment securities for
income tax purposes was $459,551,377. Net unrealized appreciation
aggregated $89,085,146, of which $94,583,748 related to appreciated
investment securities and $5,498,602 related to depreciated investment
securities.

The fund intends to elect to defer to its fiscal year ending June 30,
1999 approximately $6,654,000 of losses recognized during the period
March 31, 1998 to June 30, 1998.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1998 (UNAUDITED)

ASSETS

Investment in securities, at $ 548,636,523
value (cost $459,547,208) -
See accompanying schedule

Cash 470,545

Receivable for investments 20,197,714
sold

Receivable for fund shares 5,727,450
sold

Dividends receivable 322,788

Interest receivable 183,097

Prepaid expenses 23,521

TOTAL ASSETS 575,561,638

LIABILITIES

Payable for investments $ 26,867,298
purchased

Payable for fund shares 1,947,540
redeemed

Accrued management fee 234,199

Other payables and accrued 172,311
expenses

Collateral on securities 5,380,000
loaned, at value

TOTAL LIABILITIES 34,601,348

NET ASSETS $ 540,960,290

Net Assets consist of:

Paid in capital $ 491,317,516

Accumulated net investment (115,089)
(loss)

Accumulated undistributed net (39,331,452)
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 89,089,315
(depreciation) on investments

NET ASSETS, for 48,554,102 $ 540,960,290
shares outstanding

NET ASSET VALUE and $11.14
redemption price per share
($540,960,290 (divided by)
48,554,102 shares)

Maximum offering price per $11.48
share (100/97.00 of $11.14)

STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER
31, 1998 (UNAUDITED)

INVESTMENT INCOME $ 994,877
Dividends

Interest (including income on 694,863
securities loaned of $75,228)

TOTAL INCOME 1,689,740

EXPENSES

Management fee $ 1,154,918

Transfer agent fees 528,743

Accounting and security 120,456
lending fees

Non-interested trustees' 656
compensation

Registration fees 101,586

Audit 12,060

Legal 722

Miscellaneous 614

Total expenses before 1,919,755
reductions

Expense reductions (114,926) 1,804,829

NET INVESTMENT INCOME (LOSS) (115,089)

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

Investment securities (31,541,842)

Foreign currency transactions (4,049) (31,545,891)

Change in net unrealized 72,658,314
appreciation (depreciation)
on investment securities

NET GAIN (LOSS) 41,112,423

NET INCREASE (DECREASE) IN $ 40,997,334
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED DECEMBER 31, MARCH 31, 1998 (COMMENCEMENT
1998 (UNAUDITED) OF OPERATIONS) TO JUNE 30,
1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ (115,089) $ (160,293)
income (loss)

Net realized gain (loss) (31,545,891) (7,787,378)

Change in net unrealized 72,658,314 16,431,001
appreciation (depreciation)

NET INCREASE (DECREASE) IN 40,997,334 8,483,330
NET ASSETS RESULTING FROM
OPERATIONS

Share transactions Net 328,771,722 343,953,540
proceeds from sales of shares

Cost of shares redeemed (147,934,761) (33,310,875)

NET INCREASE (DECREASE) IN 180,836,961 310,642,665
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 221,834,295 319,125,995
IN NET ASSETS

NET ASSETS

Beginning of period 319,125,995 -

End of period (including $ 540,960,290 $ 319,125,995
accumulated net investment
loss of $115,089 and $0,
respectively)

OTHER INFORMATION
Shares

Sold 33,138,425 34,157,092

Redeemed (15,403,238) (3,338,177)

Net increase (decrease) 17,735,187 30,818,915

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED DECEMBER 31, PERIOD ENDED JUNE 30,
1998

(UNAUDITED) 1998 D

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 10.35 $ 10.00
period

Income from Investment
Operations

Net investment income (loss) - (.01)
F

Net realized and unrealized .79 .36
gain (loss)

Total from investment .79 .35
operations

Net asset value, end of period $ 11.14 $ 10.35

TOTAL RETURN B, C 7.63% 3.50%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 540,960 $ 319,126
(000 omitted)

Ratio of expenses to average .96% A 1.28% A
net assets

Ratio of expenses to average .91% A, E 1.23% A, E
net assets after expense
reductions

Ratio of net investment (.06)% A (.28)% A
income (loss) to average net
assets

Portfolio turnover rate 292% A 141% A

</TABLE>

A ANNUALIZED

B THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO FINANCIAL
STATEMENTS).

C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

D FOR THE PERIOD MARCH 31, 1998 (COMMENCEMENT OF OPERATIONS) TO JUNE
30, 1998.

E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS).

F NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.

NOTES TO FINANCIAL STATEMENTS

For the period ended December 31, 1998 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

accretion of original issue discount, is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.

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

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

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Accumulated net investment loss 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.

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 FMR, may transfer uninvested cash
balances into one or more joint trading accounts. These balances are
invested in one or more repurchase agreements for U.S. Treasury or
Federal Agency obligations.

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

2. OPERATING POLICIES - CONTINUED

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $704,956,012 and $551,125,399, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. The fund's
performance adjustment will not take effect until March 1, 1999. For
the period, the management fee was equivalent to an annualized rate of
.58% of average net assets.

SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $1,862,451 on sales of shares of the fund of which
$1,860,275 was retained.

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

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

ACCOUNTING AND SECURITY LENDING FEES - CONTINUED

based on the level of average net assets for the month plus
out-of-pocket expenses.

5. SECURITY LENDING.

The fund loaned securities to certain brokers who paid the fund
negotiated lenders' fees. These fees are included in interest income.
The fund receives U.S. Treasury obligations and/or cash as collateral
against the loaned securities, in an amount at least equal to 102% of
the market value of the loaned securities at the inception of each
loan. This collateral must be maintained at not less than 100% of the
market value of the loaned securities during the period of the loan.
At period end, the value of the securities loaned amounted to
$5,245,500. The fund received cash collateral of $5,380,000.

6. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $106,329 under this arrangement.

In addition, the fund has entered into an arrangement with its
custodian agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian fees were reduced by $8,597
under this arrangement.

MANAGING YOUR INVESTMENTS

BY PHONE

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

PRESS

1 For mutual fund and brokerage trading.
2 For quotes.*
3 For account balances and holdings.
4 To review orders and mutual fund activity.
5 To change your PIN.
*0 To speak to a Fidelity representative.

BY PC

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

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

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

TO VISIT FIDELITY

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

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

455 Market Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

HAWAII

700 Bishop Street
Honolulu, HI

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

3 Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

1 West Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

470 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

MICHIGAN

280 North Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

MINNESOTA

7600 France Avenue South
Edina, MN

MISSOURI

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

200 North Broadway
St. Louis, MO

NEW JERSEY

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 Franklin Avenue
Garden City, NY

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

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

2200 West Main Street
Durham, NC

OHIO

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

OREGON

16850 SW 72 Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

TENNESSEE

6150 Poplar Road
Memphis, TN

TEXAS

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

8180 Greensboro Drive
McLean, VA

WASHINGTON

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

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

TO WRITE FIDELITY

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

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

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

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

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

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

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

OVERNIGHT EXPRESS

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

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

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

SELLING SHARES

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

OVERNIGHT EXPRESS

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

GENERAL CORRESPONDENCE

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

INVESTMENT ADVISER

Fidelity Management & Research
Company
Boston, MA

INVESTMENT SUB-ADVISERS

Fidelity Management & Research
(U.K.) Inc., London, England

Fidelity Management & Research
(Far East) Inc., Tokyo, Japan

OFFICERS

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Abigail P. Johnson, Vice President

Eric D. Roiter, Secretary

Richard A. Silver, Treasurer

Matthew N. Karstetter, Deputy Treasurer

John H. Costello, Assistant Treasurer

Leonard M. Rush, Assistant Treasurer

BOARD OF TRUSTEES

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

E. Bradley Jones *

Donald J. Kirk *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

ADVISORY BOARD

J. Gary Burkhead

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT

Fidelity Service Company, Inc.
Boston, MA

* INDEPENDENT TRUSTEES

CUSTODIAN

Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS

Aggressive Growth Fund

Blue Chip Growth Fund

Capital Appreciation Fund

Contrafund SM

ContrafundII SM

Disciplined Equity Fund

Dividend Growth Fund

Export and Multinational Fund

Fidelity Fifty SM

Growth Company Fund

Large Cap Stock Fund

Low-Priced Stock Fund

Magellan(registered trademark) Fund

Mid-Cap Stock Fund

New Millennium(registered trademark) Fund

OTC Portfolio

Retirement Growth Fund

Small Cap Selector

Small Cap Stock Fund

Stock Selector

Tax Managed Stock Fund

TechnoQuant SM Growth Fund

Trend Fund

Value Fund

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE

Exchanges/Redemptions 1-800-544-7777

Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

TouchTone Xpress (registered trademark)(Automated graphic)
1-800-544-5555

(Automated graphic) AUTOMATED LINE FOR QUICKEST SERVICE

(Fidelity Logo Graphic)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY(REGISTERED TRADEMARK)
FUND

(2_FIDELITY_LOGOS)(registered trademark)

SEMIANNUAL REPORT
DECEMBER 31, 1998

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 21 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 25 Notes to the financial
statements.

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

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

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

(recycle logo)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.

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.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PERIODS ENDED DECEMBER 31, 1998 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY FUND 10.35% 31.00% 182.50% 450.34%

S&P 500 (registered trademark) 9.23% 28.58% 193.90% 479.73%

Growth & Income Funds Average 3.09% 15.61% 133.95% 332.13%

</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 ten 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 & income 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 851 mutual funds. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED DECEMBER 31, 1998 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY FUND 31.00% 23.08% 18.59%

S&P 500 28.58% 24.06% 19.21%

Growth & Income Funds Average 15.61% 18.35% 15.53%

$10,000 OVER 10 YEARS
Fidelity S&P 500
00003 SP001
1988/12/31 10000.00 10000.00
1989/01/31 10551.23 10732.00
1989/02/28 10343.71 10464.77
1989/03/31 10597.21 10708.60
1989/04/30 11159.08 11264.38
1989/05/31 11707.89 11720.59
1989/06/30 11667.69 11653.78
1989/07/31 12575.32 12706.12
1989/08/31 12884.44 12955.15
1989/09/30 12865.65 12902.04
1989/10/31 12435.47 12602.71
1989/11/30 12614.16 12859.81
1989/12/31 12880.12 13168.44
1990/01/31 12190.50 12284.84
1990/02/28 12441.93 12443.31
1990/03/31 12686.76 12773.06
1990/04/30 12361.27 12453.74
1990/05/31 13279.87 13667.97
1990/06/30 13199.69 13575.03
1990/07/31 13075.92 13531.59
1990/08/31 12136.72 12308.34
1990/09/30 11593.50 11708.92
1990/10/31 11468.84 11658.57
1990/11/30 11974.82 12411.72
1990/12/31 12223.63 12758.00
1991/01/31 13011.53 13314.25
1991/02/28 13866.96 14266.22
1991/03/31 14183.48 14611.46
1991/04/30 14198.58 14646.53
1991/05/31 14916.06 15279.26
1991/06/30 14089.82 14579.47
1991/07/31 14720.60 15258.87
1991/08/31 14963.79 15620.51
1991/09/30 14834.64 15359.65
1991/10/31 14979.93 15565.47
1991/11/30 14077.61 14938.18
1991/12/31 15175.15 16647.11
1992/01/31 15413.55 16337.47
1992/02/29 15849.24 16549.86
1992/03/31 15369.56 16227.13
1992/04/30 15477.10 16704.21
1992/05/31 15617.72 16786.06
1992/06/30 15403.26 16535.95
1992/07/31 15735.76 17212.27
1992/08/31 15411.57 16859.42
1992/09/30 15568.95 17058.36
1992/10/31 15761.06 17118.06
1992/11/30 16111.86 17701.79
1992/12/31 16459.04 17919.52
1993/01/31 16893.54 18070.05
1993/02/28 17040.38 18315.80
1993/03/31 17546.52 18702.26
1993/04/30 17546.52 18249.67
1993/05/31 17976.20 18738.76
1993/06/30 18003.75 18793.10
1993/07/31 18021.38 18717.93
1993/08/31 18860.14 19427.34
1993/09/30 19032.58 19277.75
1993/10/31 19347.24 19676.80
1993/11/30 18832.33 19489.87
1993/12/31 19481.19 19725.69
1994/01/31 20310.18 20396.37
1994/02/28 19905.79 19843.63
1994/03/31 19000.51 18978.44
1994/04/30 19447.34 19221.37
1994/05/31 19427.03 19536.60
1994/06/30 18978.04 19057.95
1994/07/31 19600.10 19683.05
1994/08/31 20452.67 20490.06
1994/09/30 20022.99 19988.05
1994/10/31 20453.12 20437.78
1994/11/30 19732.64 19693.44
1994/12/31 19983.95 19985.49
1995/01/31 19951.51 20503.72
1995/02/28 20632.78 21302.75
1995/03/31 21380.73 21931.39
1995/04/30 21902.47 22577.27
1995/05/31 22272.04 23479.68
1995/06/30 22980.20 24025.12
1995/07/31 24028.73 24821.79
1995/08/31 24421.05 24884.09
1995/09/30 25138.29 25934.20
1995/10/31 24845.33 25841.62
1995/11/30 25893.23 26976.06
1995/12/31 26548.29 27495.62
1996/01/31 27194.09 28431.57
1996/02/29 27534.60 28695.13
1996/03/31 28052.04 28971.47
1996/04/30 28500.11 29398.51
1996/05/31 29054.32 30156.69
1996/06/30 29183.88 30271.59
1996/07/31 27917.07 28934.19
1996/08/31 28696.03 29544.41
1996/09/30 30164.63 31207.17
1996/10/31 30659.76 32067.87
1996/11/30 32500.61 34491.88
1996/12/31 31811.16 33808.59
1997/01/31 33150.58 35920.96
1997/02/28 33472.55 36202.58
1997/03/31 31818.20 34715.01
1997/04/30 33665.54 36787.50
1997/05/31 35512.88 39027.12
1997/06/30 37347.06 40775.54
1997/07/31 40494.94 44020.05
1997/08/31 38407.47 41554.04
1997/09/30 40454.67 43829.96
1997/10/31 39329.06 42366.04
1997/11/30 41071.07 44327.16
1997/12/31 42009.69 45088.26
1998/01/31 42221.07 45586.93
1998/02/28 45138.22 48874.66
1998/03/31 47496.23 51377.53
1998/04/30 47849.42 51894.39
1998/05/31 47552.74 51002.33
1998/06/30 49873.10 53074.04
1998/07/31 50085.51 52508.80
1998/08/31 42572.15 44917.08
1998/09/30 44464.53 47794.47
1998/10/31 47740.08 51682.07
1998/11/30 50719.21 54814.52
1998/12/31 55033.99 57972.94
IMATRL PRASUN SHR__CHT 19981231 19990111 114133 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Fund on December 31, 1988. As the chart shows, by
December 31, 1998, the value of the investment would have grown to
$55,034 - a 450.34% 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 $57,973 - a 479.73% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

"May old bull markets be forgot"
could have been the refrain of many
investors during the late summer
and early fall of 1998. But that tune
changed to "Happy Days Are Here
Again" as equities staged a rally
late in the six-month period ending
December 31, 1998. During that
six-month timeframe, the Dow Jones
Industrial Average - an index of
30 blue-chip stocks - returned
3.48%. But that return doesn't begin
to tell the story of the extreme
volatility seen during the period.
After the Dow reached a record
high of 9337.97 on July 17, 1998,
stock performance began a
dramatic descent, culminating in
a 512.61 point Dow free-fall on
August 31, a loss that effectively
erased all previous gains for the
year. The culprits? Investors' fears
concerning Russia's currency
devaluation and loan defaults, the
continuing Asian economic crisis
and significant meltdowns in many
emerging markets. To address the
lack of confidence in domestic and
global equity markets, the U.S.
Federal Reserve Board stepped in
with three 0.25% interest-rate cuts
in the late fall. Those cuts helped
ease a slowing U.S. economy, and
stocks began to quickly ascend to
their former lofty levels as
demonstrated by a new Dow
record of 9374.27 on November
23, 1998.

(photograph of Beth Terrana)

An interview with Beth Terrana, Portfolio Manager of Fidelity Fund

Q. HOW DID THE FUND PERFORM, BETH?

A. For the six-month period that ended December 31, 1998, the fund
returned 10.35%. This topped the Standard & Poor's 500 Index, which
returned 9.23% during that time. The growth and income funds average
returned 3.09% during this six-month period, according to Lipper Inc.
For the 12 months that ended December 31, 1998, the fund returned
31.00%. The S&P 500 and Lipper peer group returned 28.58% and 15.61%,
respectively, during the same time.

Q. WHAT'S YOUR TAKE ON THE MARKET VOLATILITY WE'VE SEEN OVER THE PAST
SIX MONTHS?

A. The level of volatility has been extraordinary. The obvious and
primary driver of this volatility was the turmoil in emerging markets
that began in a number of Asian countries and then spread to Russia
and Latin America. Before the market correction that began this past
July, U.S. stocks were reflecting a very rosy earnings outlook.
However, in the third quarter of 1998, the market intensified its
speculation that the economic turmoil in emerging countries would
further slow the already softening domestic economy, pushing the U.S.
into a recession. As one company after another reported weakening
business conditions, the stock market reacted, often violently. On the
positive side, many high-quality companies were unfairly penalized and
this created a number of attractive buying opportunities.

Q. WHICH MARKET SECTORS HELPED FUND PERFORMANCE DURING THE PERIOD?

A. Over the past six months, stock selection across several industry
groups continued to be the principal driver of Fidelity Fund's strong
performance. Fund holdings Time Warner, Wal-Mart Stores, and Philip
Morris were all top contributors during the period. Time Warner
continued to be rewarded for reducing expenses and growing assets at a
slower pace than revenue, which has resulted in an improved return on
assets. Despite ongoing concerns over government litigation against
the tobacco industry, Philip Morris also outperformed the S&P 500
during the past six months. Philip Morris has tremendous product lines
with dominant share in most of its markets - attributes that were
particularly appealing to a nervous market concerned with financial
turmoil in emerging markets.

Q. WHICH MARKET SECTORS HURT FUND PERFORMANCE?

A. The fund's low exposure to the utility sector - relative to the S&P
500 - hurt performance. Utility companies were favored among
risk-averse investors seeking high dividend yields and greater
protection from foreign market volatility. Finance holdings Citicorp
and Travelers - before the completion of their merger into Citigroup -
also detracted from relative returns amidst concerns over their
trading losses, emerging markets exposure and the subsequent
tightening of global credit.

Q. TOGETHER, RETAIL AND FINANCE-RELATED STOCKS REPRESENTED ABOUT 25%
OF THE FUND'S INVESTMENTS AT THE END OF THE PERIOD. HOW DID THESE TWO
SECTORS FARE?

A. Although retail stocks were solid performers over the past six
months, finance-related stocks lagged the S&P 500. The weakness among
finance companies was a result of a number of interrelated events.
Many global banks suffered from trading losses and credit losses in
emerging markets. In addition, lending to hedge funds became a
loss-making proposition and equity market-related revenue sources
dried up. The subsequent tightening of credit markets further
depressed U.S. stock and bond markets and harmed many finance stocks.
Although the tightening of credit markets also raised concerns for the
retail sector, these fears were temporarily pushed aside when the
Federal Reserve Board eased monetary policy in October and November in
an attempt to add liquidity back to the financial system.
Consequently, during the period the retail sector outperformed the S&P
500, and the fund benefited from overweighting retail relative to the
index.

Q. WHAT ARE YOUR THOUGHTS GOING FORWARD?

A. The market will continue to focus on the state of the U.S. economy
and whether or not we will enter a recession along with other parts of
the world. Actions by central bankers and government policy around the
world will be scrutinized and much attention will be focused on U.S.
consumers who, to some extent, have the weight of the world resting on
their shoulders. While this may sound a bit drastic, it's not very far
from the truth. High employment levels, high personal income and low
interest rates have made the U.S. consumer one of the last strengths
in the global economy, so their performance will heavily impact the
direction of many economies. As corporate profit growth slows from
very high levels, it becomes even more important to know what you own
and understand the risks and potential rewards of any particular
stock.

(checkmark)FUND FACTS

GOAL: to increase the value of
the fund's shares over the long
term by investing mainly in
equity securities with good
prospects for growth and current
income

FUND NUMBER: 003

TRADING SYMBOL: FFIDX

START DATE: April 30, 1930

SIZE: as of December 31,
1998, more than $10.5
billion

MANAGER: Beth Terrana, since
1993; joined Fidelity in 1983

BETH TERRANA ON HOW
SHE PICKS STOCKS:

"Given the high levels of market
volatility throughout much of
1998, I believe it's important to
reiterate how I manage Fidelity
Fund. I have an eclectic,
company-specific approach to stock
picking that leads to investments in
both growth and value stocks - with
the mix being a function of market
conditions and overall valuation
levels. When choosing stocks I
emphasize fundamental, bottom-up
analysis and frequent company
contact. Over my years as a portfolio
manager at Fidelity, I have been
most successful at identifying
companies in the midst of change
and assessing whether their
evolving prospects are accurately
reflected in their stock prices. My
preferred investments include
turnarounds/restructurings and
undervalued growth stocks. The
former category includes
companies that are undergoing
strategic restructuring that
enhances their growth prospects.
The latter category includes
companies whose growth prospects
are misperceived by the market. In
other words, I focus on `growth at
a price' as opposed to growth at any
price. Similarly, I won't purchase
value stocks solely because of their
value merits - earnings growth
must be expected. I also keep the
fund diversified across industry
sectors. I believe the fund's
well-rounded profile, with
investments in both growth and
value stocks, makes it an
excellent choice as a core
holding."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF DECEMBER
31, 1998

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

Time Warner, Inc. 4.2 3.2

General Electric Co. 3.7 3.2

MCI WorldCom, Inc. 2.3 1.3

Microsoft Corp. 2.3 1.8

Merck & Co., Inc. 2.0 1.9

Tyco International Ltd. 2.0 2.8

Philip Morris Companies, Inc. 2.0 1.0

Fannie Mae 1.8 1.2

Xerox Corp. 1.7 1.1

Wal-Mart Stores, Inc. 1.6 2.6

TOP FIVE MARKET SECTORS AS OF
DECEMBER 31, 1998

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

FINANCE 14.6 18.7

TECHNOLOGY 14.2 9.5

MEDIA & LEISURE 10.9 9.3

HEALTH 10.8 12.4

RETAIL & WHOLESALE 9.6 12.0

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF DECEMBER 31, 1998 *
Row: 1, Col: 1, Value: 3.3
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 2.3
Row: 1, Col: 4, Value: 92.90000000000001
Stocks 93.1%
Convertible
securities 2.3%
U.S. Treasury
Obligations 1.3%
Short-term
investments 3.3%
*FOREIGN
INVESTMENTS 3.2%

AS OF JUNE 30, 1998 **
Row: 1, Col: 1, Value: 5.0
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 2.4
Row: 1, Col: 4, Value: 92.59999999999999
Stocks 92.6%
Convertible
securities 2.4%
U.S. Treasury
Obligations 0.0%
Short-term
investments 5.0%
**FOREIGN
INVESTMENTS 5.7%

INVESTMENTS DECEMBER 31, 1998 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

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

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 1.3%

AEROSPACE & DEFENSE - 0.8%

Gulfstream Aerospace Corp. (a) 218,500 $ 11,635

Textron, Inc. 899,400 68,298

79,933

DEFENSE ELECTRONICS - 0.3%

Raytheon Co.:

Class A 165,100 8,534

Class B 524,800 27,946

36,480

SHIP BUILDING & REPAIR - 0.2%

General Dynamics Corp. 307,800 18,045

TOTAL AEROSPACE & DEFENSE 134,458

BASIC INDUSTRIES - 0.4%

CHEMICALS & PLASTICS - 0.2%

du Pont (E.I.) de Nemours & 99,300 5,269
Co.

Praxair, Inc. 318,100 11,213

16,482

METALS & MINING - 0.2%

Alcoa, Inc. 293,800 21,906

TOTAL BASIC INDUSTRIES 38,388

CONSTRUCTION & REAL ESTATE -
1.8%

BUILDING MATERIALS - 1.3%

Masco Corp. 4,316,500 124,099

Sherwin-Williams Co. 320,600 9,418

133,517

REAL ESTATE INVESTMENT TRUSTS
- - 0.5%

Duke Realty Investments, Inc. 791,666 18,406

Equity Residential Properties 515,200 20,833
Trust (SBI)

Public Storage, Inc. 667,900 18,075

57,314

TOTAL CONSTRUCTION & REAL 190,831
ESTATE

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - 2.1%

AUTOS, TIRES, & ACCESSORIES -
0.8%

Danaher Corp. 471,100 $ 25,587

Federal-Mogul Corp. 69,200 4,117

Ford Motor Co. 813,600 47,748

General Motors Corp. 151,700 10,856

88,308

CONSUMER DURABLES - 0.1%

Minnesota Mining & 148,900 10,591
Manufacturing Co.

CONSUMER ELECTRONICS - 1.1%

Black & Decker Corp. 952,000 53,372

Maytag Corp. 331,200 20,617

Newell Co. 904,800 37,323

111,312

HOME FURNISHINGS - 0.1%

Leggett & Platt, Inc. 415,800 9,148

TOTAL DURABLES 219,359

ENERGY - 4.1%

ENERGY SERVICES - 0.9%

Halliburton Co. 1,624,100 48,114

Schlumberger Ltd. 1,011,300 46,646

94,760

OIL & GAS - 3.2%

British Petroleum PLC ADR 778,769 73,983

Chevron Corp. 398,000 33,009

Exxon Corp. 1,149,100 84,028

Mobil Corp. 498,500 43,432

Royal Dutch Petroleum Co. (NY 881,800 42,216
Registry Gilder 1.25)

Texaco, Inc. 741,100 39,186

USX-Marathon Group 749,700 22,585

338,439

TOTAL ENERGY 433,199

FINANCE - 14.0%

BANKS - 4.8%

Bank of New York Co., Inc. 3,014,600 121,338

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

BANKS - CONTINUED

Bank One Corp. 947,700 $ 48,392

BankBoston Corp. 1,068,900 41,620

Chase Manhattan Corp. 2,501,200 170,238

Comerica, Inc. 183,250 12,495

U.S. Bancorp 2,306,100 81,867

Wells Fargo & Co. 879,300 35,117

511,067

CREDIT & OTHER FINANCE - 3.8%

American Express Co. 1,573,664 160,907

Associates First Capital 1,841,400 78,029
Corp. Class A

Citigroup, Inc. 3,320,450 164,362

403,298

FEDERAL SPONSORED CREDIT - 3.4%

Fannie Mae 2,613,800 193,421

Freddie Mac 2,543,300 163,884

357,305

INSURANCE - 1.8%

AFLAC, Inc. 1,200,400 52,818

Allstate Corp. 438,800 16,949

American International Group, 1,017,700 98,335
Inc.

Hartford Financial Services 105,000 5,762
Group, Inc.

MBIA, Inc. 201,000 13,178

MGIC Investment Corp. 107,600 4,284

191,326

SAVINGS & LOANS - 0.1%

Charter One Financial, Inc. 286,749 7,957

SECURITIES INDUSTRY - 0.1%

Morgan Stanley, Dean Witter & 190,300 13,511
Co.

TOTAL FINANCE 1,484,464

HEALTH - 10.4%

DRUGS & PHARMACEUTICALS - 6.6%

Allergan, Inc. 93,800 6,074

American Home Products Corp. 1,302,200 73,330

Amgen, Inc. (a) 500,000 52,281

Biogen, Inc. (a) 308,900 25,639

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Bristol-Myers Squibb Co. 832,300 $ 111,372

Cytyc Corp. (a) 324,000 8,343

Elan Corp. PLC ADR (a) 140,700 9,787

Lilly (Eli) & Co. 978,800 86,991

Merck & Co., Inc. 1,449,900 214,132

Schering-Plough Corp. 2,106,700 116,395

704,344

MEDICAL EQUIPMENT & SUPPLIES
- - 3.8%

Abbott Laboratories 178,600 8,751

Allegiance Corp. 237,000 11,050

Baxter International, Inc. 167,600 10,779

Becton, Dickinson & Co. 919,500 39,251

Cardinal Health, Inc. 1,396,350 105,948

Guidant Corp. 462,000 50,936

Johnson & Johnson 1,076,700 90,308

McKesson Corp. 286,700 22,667

Medtronic, Inc. 702,800 52,183

Stryker Corp. 127,900 7,042

398,915

TOTAL HEALTH 1,103,259

INDUSTRIAL MACHINERY &
EQUIPMENT - 6.8%

ELECTRICAL EQUIPMENT - 4.1%

Emerson Electric Co. 331,600 20,746

General Electric Co. 3,822,100 390,093

Honeywell, Inc. 310,400 23,377

434,216

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.7%

Dover Corp. 453,100 16,595

Illinois Tool Works, Inc. 175,000 10,150

Ingersoll-Rand Co. 493,800 23,178

Stanley Works 596,700 16,558

Tyco International Ltd. 2,838,300 214,114

280,595

TOTAL INDUSTRIAL MACHINERY & 714,811
EQUIPMENT

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - 10.9%

BROADCASTING - 6.9%

CBS Corp. 1,871,900 $ 61,305

Clear Channel Communications, 759,800 41,409
Inc. (a)

Comcast Corp. Class A 1,543,200 90,567
(special)

Cox Communications, Inc. 45,400 3,138
Class A (a)

MediaOne Group, Inc. 783,400 36,820

Tele-Communications, Inc. 987,600 54,627
(TCI Group) Series A (a)

Time Warner, Inc. 7,130,337 442,524

730,390

ENTERTAINMENT - 1.4%

Carnival Corp. 338,100 16,229

Fox Entertainment Group, Inc. 1,476,900 37,199
(a)

Viacom, Inc.:

Class A (a) 9,000 662

Class B (non-vtg.) (a) 1,309,200 96,881

150,971

PUBLISHING - 1.7%

Harcourt General, Inc. 772,800 41,103

McGraw-Hill Companies, Inc. 1,163,500 118,532

Meredith Corp. 476,000 18,029

Reader's Digest Association, 67,300 1,695
Inc. Class A (non-vtg.)

179,359

RESTAURANTS - 0.9%

McDonald's Corp. 809,800 62,051

Tricon Global Restaurants, 548,800 27,509
Inc. (a)

89,560

TOTAL MEDIA & LEISURE 1,150,280

NONDURABLES - 6.9%

BEVERAGES - 0.4%

Coca-Cola Co. (The) 608,300 40,680

FOODS - 1.1%

Campbell Soup Co. 464,600 25,553

Dean Foods Co. 865,600 35,327

Heinz (H.J.) Co. 704,500 39,892

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

FOODS - CONTINUED

Nabisco Holdings Corp. Class A 144,500 $ 5,997

Sara Lee Corp. 354,600 9,995

116,764

HOUSEHOLD PRODUCTS - 3.4%

Avon Products, Inc. 2,677,900 118,497

Clorox Co. 358,900 41,924

Colgate-Palmolive Co. 341,100 31,680

First Brands Corp. 442,200 17,439

Procter & Gamble Co. 636,100 58,084

Rubbermaid, Inc. 488,000 15,342

Unilever NV (NY shares) 556,400 46,146

Unilever PLC 3,002,600 33,779

362,891

TOBACCO - 2.0%

Philip Morris Companies, Inc. 3,831,900 205,007

TOTAL NONDURABLES 725,342

RETAIL & WHOLESALE - 9.4%

APPAREL STORES - 1.4%

Abercrombie & Fitch Co. Class 342,300 24,218
A (a)

Payless ShoeSource, Inc. (a) 627,700 29,737

TJX Companies, Inc. 3,358,500 97,397

151,352

DRUG STORES - 1.6%

CVS Corp. 3,062,126 168,417

GENERAL MERCHANDISE STORES -
4.4%

Costco Companies, Inc. (a) 952,600 68,766

Dayton Hudson Corp. 2,314,100 125,540

Nordstrom, Inc. 1,127,300 39,103

Saks Holdings, Inc. (a) 1,926,500 60,805

Wal-Mart Stores, Inc. 2,120,000 172,648

466,862

GROCERY STORES - 0.8%

Kroger Co. (a) 570,300 34,503

Safeway, Inc. (a) 888,000 54,113

88,616

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.2%

Home Depot, Inc. 2,046,800 $ 125,239

TOTAL RETAIL & WHOLESALE 1,000,486

SERVICES - 2.6%

ADVERTISING - 1.7%

Interpublic Group of 667,700 53,249
Companies, Inc.

Omnicom Group, Inc. 2,209,200 128,134

Outdoor Systems, Inc. (a) 16,500 495

Young & Rubicam, Inc. (a) 17,300 560

182,438

PRINTING - 0.3%

Donnelley (R.R.) & Sons Co. 783,700 34,336

SERVICES - 0.6%

Ecolab, Inc. 1,378,500 49,884

ServiceMaster Co. 477,400 10,533

60,417

TOTAL SERVICES 277,191

TECHNOLOGY - 13.4%

COMMUNICATIONS EQUIPMENT - 2.1%

Ascend Communications, Inc. 772,900 50,818
(a)

Cisco Systems, Inc. (a) 777,025 72,118

Lucent Technologies, Inc. 537,100 59,081

OY Nokia AB sponsored ADR 321,400 38,709

220,726

COMPUTER SERVICES & SOFTWARE
- - 4.1%

Amazon.com, Inc. (a) 59,300 19,050

America Online, Inc. 464,900 74,384

IMS Health, Inc. 596,100 44,968

Intuit, Inc. (a) 292,000 21,170

Microsoft Corp. (a) 1,732,200 240,234

Oracle Corp. (a) 697,700 30,088

429,894

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - 5.0%

Apple Computer, Inc. (a) 643,200 $ 26,331

Compaq Computer Corp. 1,082,700 45,406

EMC Corp. (a) 388,700 33,040

International Business 635,000 117,316
Machines Corp.

Pitney Bowes, Inc. 909,600 60,090

SCI Systems, Inc. (a) 173,800 10,037

Sun Microsystems, Inc. (a) 118,900 10,181

Tech Data Corp. (a) 331,100 13,327

Unisys Corp. (a) 849,382 29,251

Xerox Corp. 1,540,200 181,744

526,723

ELECTRONIC INSTRUMENTS - 0.3%

Applied Materials, Inc. (a) 688,100 29,373

ELECTRONICS - 1.9%

Analog Devices, Inc. (a) 720,400 22,603

Intel Corp. 673,300 79,828

Motorola, Inc. 839,500 51,262

Texas Instruments, Inc. 612,500 52,407

206,100

TOTAL TECHNOLOGY 1,412,816

TRANSPORTATION - 0.3%

RAILROADS - 0.3%

Burlington Northern Santa Fe 281,700 9,507
Corp.

Union Pacific Corp. 416,600 18,773

28,280

UTILITIES - 8.7%

CELLULAR - 0.1%

AirTouch Communications, Inc. 130,500 9,412
(a)

ELECTRIC UTILITY - 2.4%

Duke Energy Corp. 927,100 59,392

Entergy Corp. 776,400 24,165

FPL Group, Inc. 641,900 39,557

Illinova Corp. 513,500 12,838

IPALCO Enterprises, Inc. 501,900 27,824

PECO Energy Co. 596,900 24,846

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

PG&E Corp. 992,800 $ 31,273

Unicom Corp. 841,500 32,450

252,345

TELEPHONE SERVICES - 6.2%

ALLTEL Corp. 651,500 38,968

AT&T Corp. 1,404,800 105,711

GTE Corp. 315,800 21,297

MCI WorldCom, Inc. (a) 3,394,966 243,589

Qwest Communications 711,200 35,560
International, Inc. (a)

SBC Communications, Inc. 2,846,900 152,665

Sprint Corp. (FON Group) 719,900 60,562

658,352

TOTAL UTILITIES 920,109

TOTAL COMMON STOCKS 9,833,273
(Cost $6,559,994)

CONVERTIBLE PREFERRED STOCKS
- - 0.6%

FINANCE - 0.3%

CREDIT & OTHER FINANCE - 0.3%

Federal-Mogul Financing Trust 446,600 29,476
$3.50 (c)

HEALTH - 0.3%

MEDICAL EQUIPMENT & SUPPLIES
- - 0.3%

McKesson Financing Trust:

$2.50 (c) 61,400 6,662

$2.50 218,700 23,729

30,391

TOTAL CONVERTIBLE PREFERRED 59,867
STOCKS
(Cost $53,080)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CONVERTIBLE BONDS - 1.7%

MOODY'S RATINGS PRINCIPAL AMOUNT (000S) VALUE (NOTE 1) (000S)

FINANCE - 0.3%

CREDIT & OTHER FINANCE - 0.3%

Elan Finance Corp. Ltd. Baa3 $ 5,920 $ 33,596
liquid yield option notes
0% 12/14/18 (c)

HEALTH - 0.1%

MEDICAL FACILITIES MANAGEMENT
- - 0.1%

Total Renal Care Holdings, B1 12,600 13,482
Inc. 7% 5/15/09 (c)

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.3%

ELECTRICAL EQUIPMENT - 0.0%

ANTEC Corp. 4.5% 5/15/03 (c) B2 5,065 4,862

POLLUTION CONTROL - 0.3%

Waste Management, Inc. 4% Ba1 21,852 26,004
2/1/02

TOTAL INDUSTRIAL MACHINERY & 30,866
EQUIPMENT

RETAIL & WHOLESALE - 0.2%

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.2%

Home Depot, Inc. 3.25% 10/1/01 A1 8,020 21,053

TECHNOLOGY - 0.8%

COMPUTERS & OFFICE EQUIPMENT
- - 0.7%

EMC Corp. 3.25% 3/15/02 Ba2 9,630 35,872

Unisys Corp. 8.25% 3/15/06 B 7,980 39,611

75,483

ELECTRONIC INSTRUMENTS - 0.1%

Thermo Electron Corp. 4.25% Ba2 7,210 6,453
1/1/03 (c)

TOTAL TECHNOLOGY 81,936

TOTAL CONVERTIBLE BONDS 180,933
(Cost $122,998)

U.S. TREASURY OBLIGATIONS -
1.3%

6.75% 8/15/26 Aaa 71,200 85,295

7% 7/15/06 Aaa 47,200 53,741

TOTAL U.S. TREASURY OBLIGATIONS 139,036
(Cost $142,241)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CASH EQUIVALENTS - 3.3%

SHARES VALUE (NOTE 1) (000S)

Taxable Central Cash Fund (b) 352,982,562 $ 352,983
(Cost $352,983)

TOTAL INVESTMENT IN $ 10,566,092
SECURITIES - 100%
(Cost $7,231,296)

</TABLE>

LEGEND

(a) Non-income producing

(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 $94,531,000 or 0.9% of net assets.

INCOME TAX INFORMATION

At December 31, 1998, the aggregate cost of investment securities for
income tax purposes was $7,233,515,000. Net unrealized appreciation
aggregated $3,332,577,000, of which $3,397,265,000 related to
appreciated investment securities and $64,688,000 related to
depreciated investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) DECEMBER
31, 1998 (UNAUDITED)

ASSETS

Investment in securities, at $ 10,566,092
value (cost $7,231,296) -
See accompanying schedule

Receivable for investments 34,961
sold

Receivable for fund shares 38,063
sold

Dividends receivable 9,469

Interest receivable 6,662

Other receivables 795

TOTAL ASSETS 10,656,042

LIABILITIES

Payable for investments $ 42,772
purchased

Payable for fund shares 28,724
redeemed

Accrued management fee 3,130

Other payables and accrued 1,882
expenses

Collateral on securities 6,375
loaned, at value

TOTAL LIABILITIES 82,883

NET ASSETS $ 10,573,159

Net Assets consist of:

Paid in capital $ 7,156,381

Undistributed net investment 3,897
income

Accumulated undistributed net 78,066
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 3,334,815
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 288,158 $ 10,573,159
shares outstanding

NET ASSET VALUE, offering $36.69
price and redemption price
per share ($10,573,159
(divided by) 288,158 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED DECEMBER 31,
1998 (UNAUDITED)

INVESTMENT INCOME $ 48,525
Dividends

Interest (including income on 18,601
securities loaned of $524)

TOTAL INCOME 67,126

EXPENSES

Management fee $ 17,059

Transfer agent fees 7,713

Accounting and security 415
lending fees

Non-interested trustees' 12
compensation

Custodian fees and expenses 85

Registration fees 541

Audit 37

Legal 35

Miscellaneous 16

Total expenses before 25,913
reductions

Expense reductions (1,102) 24,811

NET INVESTMENT INCOME 42,315

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

Investment securities 190,459

Foreign currency transactions (215) 190,244

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 755,430

Assets and liabilities in 23 755,453
foreign currencies

NET GAIN (LOSS) 945,697

NET INCREASE (DECREASE) IN $ 988,012
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED DECEMBER 31, YEAR ENDED JUNE 30, 1998
1998 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 42,315 $ 68,829
income

Net realized gain (loss) 190,244 744,691

Change in net unrealized 755,453 1,182,686
appreciation (depreciation)

NET INCREASE (DECREASE) IN 988,012 1,996,206
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (38,953) (68,292)
From net investment income

From net realized gain (476,283) (477,200)

TOTAL DISTRIBUTIONS (515,236) (545,492)

Share transactions Net 2,866,658 3,936,994
proceeds from sales of shares

Reinvestment of distributions 483,045 507,421

Cost of shares redeemed (1,975,375) (2,677,757)

NET INCREASE (DECREASE) IN 1,374,328 1,766,658
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 1,847,104 3,217,372
IN NET ASSETS

NET ASSETS

Beginning of period 8,726,055 5,508,683

End of period (including $ 10,573,159 $ 8,726,055
undistributed net investment
income of $3,897 and $535,
respectively)

OTHER INFORMATION
Shares

Sold 86,576 125,126

Issued in reinvestment of 14,506 17,254
distributions

Redeemed (60,656) (85,754)

Net increase (decrease) 40,426 56,626

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED DECEMBER 31, YEARS ENDED JUNE 30,
1998

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 35.22 $ 28.83 $ 24.65 $ 21.04 $ 18.61 $ 20.42
period

Income from Investment
Operations

Net investment income .15 D .32 D .34 D .39 .38 .27

Net realized and 3.27 8.74 5.99 5.04 3.35 .79
unrealized gain (loss)

Total from investment 3.42 9.06 6.33 5.43 3.73 1.06
operations

Less Distributions

From net investment income (.14) (.31) F (.33) (.41) (.36) (.31)

From net realized gain (1.81) (2.36) F (1.82) (1.41) (.94) (2.56)

Total distributions (1.95) (2.67) (2.15) (1.82) (1.30) (2.87)

Net asset value, end of $ 36.69 $ 35.22 $ 28.83 $ 24.65 $ 21.04 $ 18.61
period

TOTAL RETURN B, C 10.35% 33.54% 27.97% 27.00% 21.09% 5.41%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 10,573 $ 8,726 $ 5,509 $ 3,947 $ 2,404 $ 1,592
millions)

Ratio of expenses to average .57% A .58% .62% .63% .66% .68%
net assets

Ratio of expenses to average .54% A, E .56% E .59% E .60% E .64% E .65% E
net assets after expense
reductions

Ratio of net investment .92% A 1.01% 1.34% 1.71% 2.18% 1.85%
income to average net assets

Portfolio turnover rate 73% A 65% 107% 150% 157% 207%

</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 (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).

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
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS).

F THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK
TO TAX DIFFERENCES (SEE NOTE 1 OF NOTES TO FINANCIAL STATEMENTS).

NOTES TO FINANCIAL STATEMENTS

For the period ended December 31, 1998 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

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

1. SIGNIFICANT ACCOUNTING

POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

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,
non-taxable dividends and losses deferred due to wash sales. The fund
also utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for
income tax purposes.

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

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

2. OPERATING POLICIES.

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

2. OPERATING POLICIES -

CONTINUED

JOINT TRADING ACCOUNT - CONTINUED

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.

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 $4,099,233,000 and $3,164,427,000, respectively, of which
U.S. government and government agency obligations aggregated
$142,241,000 and $0, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

individual fund fee rate is .09%. 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. For the period, the management fee was
equivalent to an annualized rate of .37% of average net assets.

5. SECURITY LENDING.

The fund loaned securities to certain brokers who paid the fund
negotiated lenders' fees. These fees are included in interest income.
The fund receives U.S. Treasury obligations and/or cash as collateral
against the loaned securities, in an amount at least equal to 102% of
the market value of the loaned securities at the inception of each
loan. This collateral must be maintained at not less than 100% of the
market value of the loaned securities during the period of the loan.
At period end, the value of the securities loaned amounted to
$6,806,000. The fund received cash collateral of $6,375,000.

6. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $879,000 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $4,000 and $219,000, respectively, under these
arrangements.

MANAGING YOUR INVESTMENTS

BY PHONE

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

PRESS

BY PC

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

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

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

TO VISIT FIDELITY

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

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

455 Market Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

HAWAII

700 Bishop Street
Honolulu, HI

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

3 Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

1 West Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

470 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

MICHIGAN

280 North Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

MINNESOTA

7600 France Avenue South
Edina, MN

MISSOURI

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

200 North Broadway
St. Louis, MO

NEW JERSEY

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 Franklin Avenue
Garden City, NY

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

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

2200 West Main Street
Durham, NC

OHIO

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

OREGON

16850 SW 72 Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

TENNESSEE

6150 Poplar Road
Memphis, TN

TEXAS

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

8180 Greensboro Drive
McLean, VA

WASHINGTON

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

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER

Fidelity Management & Research
Company
Boston, MA

INVESTMENT SUB-ADVISERS

Fidelity Management & Research
(U.K.) Inc., London, England

Fidelity Management & Research
(Far East) Inc., Tokyo, Japan

OFFICERS

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Richard A. Spillane, Jr., Vice President

Beth Terrana, Vice President

Eric D. Roiter, Secretary

Richard A. Silver, Treasurer

Matthew N. Karstetter, Deputy Treasurer

John H. Costello, Assistant Treasurer

Leonard M. Rush, Assistant Treasurer

BOARD OF TRUSTEES

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

E. Bradley Jones *

Donald J. Kirk *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

ADVISORY BOARD

J. Gary Burkhead

* INDEPENDENT TRUSTEES

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

The Chase Manhattan Bank
New York, NY

FIDELITY'S GROWTH AND INCOME FUNDS

Balanced Fund

Convertible Securities Fund

Equity-Income Fund

Equity-Income II Fund

Fidelity(registered trademark) Fund

Global Balanced Fund

Growth & Income Portfolio

Growth & Income II Portfolio

Puritan(registered trademark) Fund

Real Estate Investment Portfolio

Utilities Fund

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE

Exchanges/Redemptions 1-800-544-7777

Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

TouchTone Xpress (registered trademark)(Automated Graphic)
1-800-544-5555

(Automated Graphic) AUTOMATED LINE FOR QUICKEST SERVICE

(Fidelity Logo Graphic)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com