FIDELITY HASTINGS STREET TRUST, N-30D, 2000-08-16

FIDELITY HASTINGS STREET TRUST
N-30D, 2000-08-16

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FIDELITY FIFTY(REGISTERED TRADEMARK)

ANNUAL REPORT
JUNE 30, 2000

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

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

NOTES 19 Notes to the financial
statements.

REPORT OF INDEPENDENT 23 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 24

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

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

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

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

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

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

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.

FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-6666 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photograph of Edward C. Johnson 3d)

DEAR SHAREHOLDER:

In stark contrast to the final six months of 1999, most major equity
market indexes posted negative returns for the first half of 2000, due
mainly to a correction in the technology sector during the second
quarter. The majority of bond markets - with the notable exception of
high yield - fared better, as Treasuries and non-Treasuries alike
benefited as a haven from the volatility of stocks and riskier
investment alternatives.

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

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

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

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

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

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance.
You can look at the total percentage change in value, the average
annual percentage change or the growth of a hypothetical $10,000
investment. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). Fidelity Fifty(registered trademark) has a 3%
sales charge, which was waived beginning January 31, 2000 through
December 31, 2000.

CUMULATIVE TOTAL RETURNS

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

FIDELITY FIFTY 9.22% 150.71% 232.45%

S&P 500 (registered trademark) 7.25% 190.84% 262.91%

Capital Appreciation Funds 29.28% 176.99% n/a *
Average

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on September 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 500SM Index - a
market capitalization-weighted index of common stocks. To measure how
the fund's performance stacked up against its peers, you can compare
it to the capital appreciation funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Inc. The past one year average represents a peer group of 287 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges. Lipper has
created new comparison categories that group funds according to
portfolio characteristics and capitalization, as well as by
capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

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

FIDELITY FIFTY 9.22% 20.18% 19.36%

S&P 500 7.25% 23.80% 20.91%

Capital Appreciation Funds 29.28% 20.48% 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.)

* NOT AVAILABLE

$10,000 OVER LIFE OF FUND
Fidelity Fifty S&P 500
00500 SP001
1993/09/17 10000.00 10000.00
1993/09/30 10280.00 10012.20
1993/10/31 10690.00 10219.45
1993/11/30 10520.00 10122.36
1993/12/31 10589.93 10244.84
1994/01/31 10990.31 10593.17
1994/02/28 10830.16 10306.09
1994/03/31 10299.66 9856.75
1994/04/30 10429.78 9982.91
1994/05/31 10439.79 10146.63
1994/06/30 10179.55 9898.04
1994/07/31 10579.92 10222.70
1994/08/31 11130.44 10641.83
1994/09/30 11100.41 10381.10
1994/10/31 11330.63 10614.68
1994/11/30 10820.15 10228.09
1994/12/31 11013.04 10379.77
1995/01/31 10952.30 10648.92
1995/02/28 11407.81 11063.91
1995/03/31 11893.68 11390.41
1995/04/30 12227.71 11725.85
1995/05/31 12683.21 12194.54
1995/06/30 13260.18 12477.82
1995/07/31 13938.38 12891.58
1995/08/31 13966.86 12923.94
1995/09/30 14427.42 13469.33
1995/10/31 14031.12 13421.24
1995/11/30 14620.22 14010.43
1995/12/31 14551.88 14280.28
1996/01/31 14922.13 14766.38
1996/02/29 15326.04 14903.26
1996/03/31 15370.92 15046.78
1996/04/30 15696.29 15268.57
1996/05/31 15988.00 15662.35
1996/06/30 15707.51 15722.02
1996/07/31 14563.10 15027.42
1996/08/31 14858.66 15344.35
1996/09/30 15504.69 16207.93
1996/10/31 15833.58 16654.94
1996/11/30 17008.18 17913.89
1996/12/31 16868.57 17559.02
1997/01/31 17733.62 18656.10
1997/02/28 17553.40 18802.37
1997/03/31 16496.11 18029.78
1997/04/30 17337.14 19106.16
1997/05/31 18718.83 20269.34
1997/06/30 19595.89 21177.40
1997/07/31 21169.81 22862.49
1997/08/31 20434.92 21581.73
1997/09/30 21623.15 22763.77
1997/10/31 20069.32 22003.46
1997/11/30 20317.41 23022.00
1997/12/31 20757.62 23417.28
1998/01/31 20825.82 23676.28
1998/02/28 22448.78 25383.81
1998/03/31 23921.73 26683.72
1998/04/30 24153.58 26952.15
1998/05/31 23021.60 26488.85
1998/06/30 23526.22 27564.82
1998/07/31 23267.09 27271.26
1998/08/31 18128.85 23328.38
1998/09/30 18655.36 24822.80
1998/10/31 20277.56 26841.88
1998/11/30 21714.78 28468.77
1998/12/31 23991.56 30109.14
1999/01/31 27164.82 31368.30
1999/02/28 26538.71 30393.38
1999/03/31 30338.08 31609.42
1999/04/30 30850.36 32833.65
1999/05/31 29128.54 32058.45
1999/06/30 30437.69 33837.69
1999/07/31 29484.29 32781.28
1999/08/31 29595.33 32619.01
1999/09/30 29181.30 31724.92
1999/10/31 30239.37 33732.48
1999/11/30 31512.12 34418.26
1999/12/31 34977.69 36445.49
2000/01/31 33965.62 34614.47
2000/02/29 35928.42 33959.22
2000/03/31 36020.43 37281.45
2000/04/30 33551.60 36159.65
2000/05/31 33858.28 35417.65
2000/06/30 33244.91 36290.70
IMATRL PRASUN SHR__CHT 20000630 20000720 121557 R00000000000085

$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. As the chart shows, by June 30, 2000, the value of the
investment would have grown to $33,245 - a 232.45% 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 $36,291 - a
262.91% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

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

* THE LIPPER LARGE-CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER LARGE-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF JUNE 30, 2000, THE ONE YEAR
AND FIVE YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR THE
LIPPER LARGE-CAP GROWTH FUNDS AVERAGE WERE 26.35%, 216.97% AND 26.35%,
25.59%, RESPECTIVELY; AND THE ONE YEAR AND FIVE YEAR CUMULATIVE AND
AVERAGE ANNUAL TOTAL RETURNS FOR THE LIPPER LARGE-CAP SUPERGROUP
AVERAGE WERE 13.48%, 176.32%, AND 13.48%, 22.13%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

If ever there was a one-year period
that investors could point to in support of
the merits of diversification, the 12
months ending June 30, 2000,
wouldn't be a bad place to start.
New economy technology stocks, the
performance darlings of six months
ago, were being trounced by
less-glamorous, old economy natural
resources and real estate issues by
the end of the period. The health
sector, which looked anything but
healthy in 1999, was the
top-performing sector through the
first half of 2000. And large-cap
growth stocks, which dominated
Wall Street a year ago, were looking
up - way up - at their small-cap
brethren. Yes, the past 12 months
were remarkably volatile. Investors
enjoyed record-setting highs in all
major U.S. stock market indexes,
and endured gut-wrenching
declines, including a 10-week, 33%
freefall in the NASDAQ Composite
Index. But still, when the dust settled
and the numbers tallied, most
indexes were in positive territory. The
tech-heavy NASDAQ index, despite
its travails in the spring, finished the
12-month period up 47.99%. The
broader-based Standard & Poor's
500SM Index returned 7.25%, and the
Russell 2000(registered trademark) Index - a popular
measure of small-cap stock
performance - gained 14.32%. The
Dow Jones Industrial Average -
an index of 30 blue-chip stocks -
was not as fortunate, declining 3.30%
for the one-year period ending June
30, 2000.

(photograph of John Muresianu)

An interview with John Muresianu, Portfolio Manager of Fidelity Fifty

Q. HOW DID THE FUND PERFORM, JOHN?

A. For the 12 months that ended June 30, 2000, the fund returned
9.22%. During the same period, the Standard & Poor's 500 Index
returned 7.25%, while the capital appreciation funds average tracked
by Lipper Inc. returned 29.28%.

Q. WHY DID THE FUND OUTPACE ITS BENCHMARK YET TRAIL ITS PEER GROUP
DURING THE 12-MONTH PERIOD?

A. Strong stock picking and timely trading had a lot to do with the
fund's success compared to the S&P 500(registered trademark). Although
underweighted in technology during the period, the fund's healthy
exposure to some of the group's brightest stars, such as Softbank - a
tech-focused Japanese venture capital firm - helped give us a nice
lead over the index. The fund's overweighting in health - especially
drug stock Eli Lilly and red-hot biotechnology names such as Celera
Genomics and Genentech - also helped quite a bit. We no longer held
Softbank or Genentech at the close of the period. Additionally, our
underexposure to financial stocks proved particularly beneficial, as
much of the group struggled with rising interest rates. On the flip
side, some poor picks among utilities - most notably AT&T, Vodafone
AirTouch and PG&E - limited our advances. I sold off both Vodafone and
PG&E during the period. Having considerably less technology than the
Lipper group would be the short answer to why we lagged our peers.

Q. DID YOUR INVESTMENT APPROACH CHANGE AT ALL AMID THE VOLATILITY IN
THE SPRING?

A. Yes, it did. I became cautious, increasing the concentration of the
portfolio in the names in which I had conviction. I grew increasingly
concerned about the high level of valuations for tech stocks and the
general euphoria that characterized sentiment for the sector. On top
of that, earnings prospects weakened in the face of a possible
economic slowdown resulting from higher rates. So, I chose to take
profits in technology, bringing the position down to about zero in
May. Becoming more defensive, I looked for safer havens elsewhere in
the market, such as precious metals, industrials and basic industries
- areas that I believed would benefit from the migration away from
tech. Gold stocks, in particular, worked well as a hedge against
volatility in tech during the sharp down days of April and May. This
strategy, however, turned against us in June, with tech issues
muscling their way back into the driver's seat.

Q. WHAT OTHER MOVES PLAYED A ROLE IN FUND PERFORMANCE?

A. We were able to salvage a generally poor period for consumer
nondurables with exposure to Nabisco, an extremely undervalued stock
that rallied late in the period on higher earnings and takeover
speculation. Selected holdings in energy services, such as
Schlumberger, added meaningfully to returns, benefiting from a sharp
increase in oil prices. I added significantly to the fund's stake in
oil and natural gas stocks as the period progressed based on a
favorable supply/demand outlook.

Q. WHAT OTHER STOCKS BOOSTED RETURNS? WHICH DETRACTED?

A. PE Biosystems, a supplier of biotechnology instrument systems and
parent company of Celera Genomics, soared behind investors' enthusiasm
for companies engaged in gene research. I sold off both stocks prior
to their collapse in the spring to lock in substantial gains. The
fund's focus on providers of communications equipment, such as Nokia,
Nortel and Texas Instruments, paid dividends while these stocks
climbed to stratospheric levels during the period. Along the way, I
chose to take profits in Texas Instruments. On the downside, Waste
Management suffered from a series of problems including multiple
earnings shortfalls, a management shakeout and allegations of insider
trading. I held onto the stock and even bought some more toward its
bottom as signs of a reversal looked promising. Freddie Mac and Fannie
Mae were grounded by steadily rising interest rates and fears of
losing their implicit government guarantee on agency-issued
securities. Increased competition and pricing pressure in AT&T's
long-distance business kept a dark cloud over its stock during the
period.

Q. WHAT'S YOUR OUTLOOK?

A. The defensive posture of the fund reflects my serious concerns
about the outlook for earnings and interest rates. Valuation levels in
certain areas of the market, particularly technology, will keep me on
the sidelines of these sectors until I think they've come down to
reasonable levels. Until then, I'll continue to take a long-term
perspective, looking for companies trading at attractive
price-to-earnings, or P/E, multiples that I feel have the potential to
emerge as dominant players in the marketplace. I'll also be on the
lookout for extremely undervalued companies that are poised for
dramatic turnarounds.

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER AND DO NOT NECESSARILY REPRESENT THE VIEWS OF FIDELITY OR
ANY OTHER PERSON IN THE FIDELITY ORGANIZATION. ANY SUCH VIEWS ARE
SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS
AND FIDELITY DISCLAIMS ANY RESPONSIBILITY TO UPDATE SUCH VIEWS. THESE
VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND, BECAUSE
INVESTMENT DECISIONS FOR A FIDELITY FUND ARE BASED ON NUMEROUS
FACTORS, MAY NOT BE RELIED ON AS AN INDICATION OF TRADING INTENT ON
BEHALF OF ANY FIDELITY FUND.

(checkmark)FUND FACTS

GOAL: seeks capital
appreciation 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 June 30, 2000,
more than $536 million

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

JOHN MURESIANU ON RUNNING
A CONCENTRATED PORTFOLIO:

"Since the fund is nondiversified
and highly concentrated in 50 to 60
stocks, I can make very large sector
or stock bets. Additionally, I may
choose to move in and out of
particular positions rather quickly if
I feel the timing is right. Over the
past six months, for example, the
fund's weighting in technology fell
from 27% in January to close to zero
by the end of the period. This was
a big bet versus the index, and even
a bigger one relative to the peer
group. It's not that I've become
anti-tech by any means, or that I'm
in love with any particular sector on
a permanent basis. Rather, my focus
remains on investing in stocks that I
believe offer the highest capital
appreciation potential relative to
their downside risks, wherever they
may be. I make big positive bets
when I see compelling stories that,
to me, are under-valued. The fund's
heightened interest in energy is a
good example of this. Conversely, if I
see overvalued stocks or sectors, I
won't hesitate to go to zero exposure
despite the large weightings in the
index or among the peers. As a result
of these sizable bets, fund
performance could be extremely
volatile on a short-term basis -
not only in absolute terms, but also
relative to its index and peers -
thus making the fund appear
riskier than most other stock
funds."

INVESTMENT CHANGES

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

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

Burlington Resources, Inc. 7.8 1.5

Barrick Gold Corp. 7.6 0.0

Exxon Mobil Corp. 6.9 3.9

Newmont Mining Corp. 6.8 1.5

Schlumberger Ltd. (NY Shares) 5.7 2.3

Eli Lilly & Co. 5.3 1.0

Waste Management, Inc. 4.7 1.6

Republic Services, Inc. Class A 3.8 0.0

Philip Morris Companies, Inc. 3.7 1.1

Ace Ltd. 3.3 0.0

55.6 12.9

TOP FIVE MARKET SECTORS AS OF
JUNE 30, 2000

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

Energy 23.4 7.7

Precious Metals 15.5 1.5

Health 14.4 15.0

Industrial Machinery & 10.2 4.6
Equipment

Nondurables 9.4 2.6

</TABLE>

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

AS OF JUNE 30, 2000 * AS OF DECEMBER 31, 1999 **

Stocks 97.4% Stocks 93.8%

Short-Term Investments and Short-Term Investments and
Net Other Assets 2.6% Net Other Assets 6.2%

* FOREIGN INVESTMENTS 18.4% ** FOREIGN INVESTMENTS 10.6%

Row: 1, Col: 1, Value: 97.40000000000001 Row: 1, Col: 1, Value: 93.8
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 2.6 Row: 1, Col: 8, Value: 6.2

</TABLE>

INVESTMENTS JUNE 30, 2000

Showing Percentage of Net Assets

COMMON STOCKS - 97.4%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.4%

Boeing Co. 54,400 $ 2,274,600

BASIC INDUSTRIES - 7.6%

CHEMICALS & PLASTICS - 5.2%

Dow Chemical Co. 120,000 3,622,500

Lyondell Chemical Co. 600,000 10,050,000

Pharmacia Corp. 77,729 4,017,618

Union Carbide Corp. 200,000 9,900,000

27,590,118

METALS & MINING - 2.4%

Phelps Dodge Corp. 352,100 13,093,719

TOTAL BASIC INDUSTRIES 40,683,837

CONSTRUCTION & REAL ESTATE -
0.2%

CONSTRUCTION - 0.2%

D.R. Horton, Inc. 69,800 946,663

DURABLES - 2.3%

AUTOS, TIRES, & ACCESSORIES -
1.7%

AutoNation, Inc. 600,000 4,237,500

General Motors Corp. 81,537 4,734,242

8,971,742

CONSUMER ELECTRONICS - 0.6%

General Motors Corp. Class H 39,152 3,435,588
(a)

TOTAL DURABLES 12,407,330

ENERGY - 23.4%

ENERGY SERVICES - 6.0%

Halliburton Co. 30,000 1,415,625

Schlumberger Ltd. (NY Shares) 410,500 30,633,563

32,049,188

OIL & GAS - 17.4%

Apache Corp. 150,000 8,821,875

Burlington Resources, Inc. 1,097,000 41,960,246

Chevron Corp. 50,000 4,240,625

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Exxon Mobil Corp. 467,900 $ 36,730,150

Royal Dutch Petroleum Co. (NY 30,000 1,846,875
Shares)

93,599,771

TOTAL ENERGY 125,648,959

FINANCE - 4.1%

FEDERAL SPONSORED CREDIT - 0.8%

Fannie Mae 54,000 2,818,125

Freddie Mac 29,300 1,186,650

4,004,775

INSURANCE - 3.3%

Ace Ltd. 623,400 17,455,200

Brown & Brown, Inc. 4,800 249,600

17,704,800

TOTAL FINANCE 21,709,575

HEALTH - 14.4%

DRUGS & PHARMACEUTICALS - 13.9%

Bristol-Myers Squibb Co. 184,400 10,741,300

Eli Lilly & Co. 285,800 28,544,275

Human Genome Sciences, Inc. 1,000 133,375
(a)

Immunex Corp. (a) 50,000 2,471,875

Merck & Co., Inc. 69,100 5,294,788

Millennium Pharmaceuticals, 1,000 111,875
Inc. (a)

Pfizer, Inc. 311,125 14,934,000

Schering-Plough Corp. 201,500 10,175,750

SmithKline Beecham PLC 30,000 1,955,625
sponsored ADR

74,362,863

MEDICAL EQUIPMENT & SUPPLIES
- 0.5%

Abbott Laboratories 20,000 891,250

Guidant Corp. (a) 42,000 2,079,000

2,970,250

TOTAL HEALTH 77,333,113

INDUSTRIAL MACHINERY &
EQUIPMENT - 10.2%

ELECTRICAL EQUIPMENT - 1.1%

Emerson Electric Co. 100,000 6,037,500

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

POLLUTION CONTROL - 9.1%

Allied Waste Industries, Inc. 300,000 $ 3,000,000
(a)

Republic Services, Inc. Class 1,267,800 20,284,800
A (a)

Waste Management, Inc. 1,326,700 25,207,300

48,492,100

TOTAL INDUSTRIAL MACHINERY & 54,529,600
EQUIPMENT

MEDIA & LEISURE - 1.9%

ENTERTAINMENT - 1.9%

Walt Disney Co. 260,700 10,118,419

NONDURABLES - 9.4%

BEVERAGES - 2.5%

The Coca-Cola Co. 230,000 13,210,625

FOODS - 1.1%

Nabisco Group Holdings Corp. 233,900 6,066,781

HOUSEHOLD PRODUCTS - 2.1%

Avon Products, Inc. 180,200 8,018,900

Procter & Gamble Co. 55,000 3,148,750

11,167,650

TOBACCO - 3.7%

Philip Morris Companies, Inc. 757,400 20,118,438

TOTAL NONDURABLES 50,563,494

PRECIOUS METALS - 15.5%

Barrick Gold Corp. 2,261,400 40,859,473

Newmont Mining Corp. 1,697,100 36,699,788

Placer Dome, Inc. 600,000 5,633,232

83,192,493

RETAIL & WHOLESALE - 2.0%

GENERAL MERCHANDISE STORES -
2.0%

Wal-Mart Stores, Inc. 182,400 10,510,800

TECHNOLOGY - 0.2%

COMMUNICATIONS EQUIPMENT - 0.0%

Nokia AB sponsored ADR 2,000 99,875

Nortel Networks Corp. 2,000 138,737

238,612

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONICS - 0.2%

JDS Uniphase Corp. (a) 2,000 $ 239,750

SDL, Inc. (a) 2,000 570,375

810,125

TOTAL TECHNOLOGY 1,048,737

TRANSPORTATION - 0.6%

RAILROADS - 0.6%

CSX Corp. 150,000 3,178,125

UTILITIES - 5.2%

CELLULAR - 0.0%

Nextel Communications, Inc. 1,000 61,188
Class A (a)

Sprint Corp. - PCS Group 1,000 59,500
Series 1 (a)

VoiceStream Wireless Corp. (a) 1,000 116,297

236,985

TELEPHONE SERVICES - 5.2%

AT&T Corp. 153,300 4,848,113

BellSouth Corp. 150,000 6,393,750

SBC Communications, Inc. 378,123 16,353,820

27,595,683

TOTAL UTILITIES 27,832,668

TOTAL COMMON STOCKS 521,978,413
(Cost $505,076,378)

CASH EQUIVALENTS - 4.9%

Taxable Central Cash Fund, 26,448,878 26,448,878
6.59% (b) (Cost $26,448,878)

TOTAL INVESTMENT PORTFOLIO - 548,427,291
102.3%
(Cost $531,525,256)

NET OTHER ASSETS - (2.3)% (12,342,227)

NET ASSETS - 100% $ 536,085,064

LEGEND

(a) Non-income producing

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

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

United States of America 81.6%

Canada 8.7

Netherlands Antilles 5.7

Bermuda 3.3

Others (individually less 0.7
than 1%)

100.0%

INCOME TAX INFORMATION

At June 30, 2000, the aggregate cost of investment securities for
income tax purposes was $544,452,421. Net unrealized appreciation
aggregated $3,974,870, of which $40,196,095 related to appreciated
investment securities and $36,221,225 related to depreciated
investment securities.

The fund hereby designates approximately $10,061,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2000

ASSETS

Investment in securities, at $ 548,427,291
value (cost $531,525,256) -
See accompanying schedule

Foreign currency held at 2,501,024
value (cost $2,500,825)

Receivable for investments 5,246,800
sold

Receivable for fund shares 920,501
sold

Dividends receivable 806,451

Interest receivable 166,310

Redemption fees receivable 154

Other receivables 91,689

TOTAL ASSETS 558,160,220

LIABILITIES

Payable for investments $ 20,345,617
purchased

Payable for fund shares 1,436,555
redeemed

Accrued management fee 253,544

Other payables and accrued 39,440
expenses

TOTAL LIABILITIES 22,075,156

NET ASSETS $ 536,085,064

Net Assets consist of:

Paid in capital $ 459,795,729

Undistributed net investment 3,891,798
income

Accumulated undistributed net 55,492,089
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 16,905,448
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 24,726,219 $ 536,085,064
shares outstanding

NET ASSET VALUE, offering $21.68
price and redemption price
per share ($536,085,064
(divided by) 24,726,219
shares)

STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 2000

INVESTMENT INCOME $ 5,814,529
Dividends

Interest 2,511,137

Security lending 59,998

TOTAL INCOME 8,385,664

EXPENSES

Management fee Basic fee $ 3,224,910

Performance adjustment 4,556

Transfer agent fees 1,336,520

Accounting and security 215,788
lending fees

Non-interested trustees' 1,650
compensation

Custodian fees and expenses 33,531

Registration fees 67,080

Audit 26,731

Legal 5,215

Miscellaneous 1,238

Total expenses before 4,917,219
reductions

Expense reductions (440,713) 4,476,506

NET INVESTMENT INCOME 3,909,158

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

Investment securities 60,848,202

Foreign currency transactions 28,735 60,876,937

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (14,787,818)

Assets and liabilities in 4,701 (14,783,117)
foreign currencies

NET GAIN (LOSS) 46,093,820

NET INCREASE (DECREASE) IN $ 50,002,978
NET ASSETS RESULTING FROM
OPERATIONS

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

YEAR ENDED JUNE 30, 2000 YEAR ENDED JUNE 30, 1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 3,909,158 $ 1,012,415
income

Net realized gain (loss) 60,876,937 53,806,045

Change in net unrealized (14,783,117) (1,923,062)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 50,002,978 52,895,398
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (720,994) (220,177)
From net investment income

From net realized gain (34,339,987) (7,371,283)

TOTAL DISTRIBUTIONS (35,060,981) (7,591,460)

Share transactions Net 469,461,940 861,346,449
proceeds from sales of shares

Reinvestment of distributions 34,464,635 7,510,494

Cost of shares redeemed (504,865,793) (584,704,549)

NET INCREASE (DECREASE) IN (939,218) 284,152,394
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 5,316 -

TOTAL INCREASE (DECREASE) 14,008,095 329,456,332
IN NET ASSETS

NET ASSETS

Beginning of period 522,076,969 192,620,637

End of period (including $ 536,085,064 $ 522,076,969
undistributed net investment
income of $3,891,798 and
$1,125,208, respectively)

OTHER INFORMATION
Shares

Sold 21,993,616 42,455,516

Issued in reinvestment of 1,832,249 472,062
distributions

Redeemed (23,503,288) (29,688,090)

Net increase (decrease) 322,577 13,239,488

</TABLE>

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

YEARS ENDED JUNE 30, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

Net asset value, beginning $ 21.39 $ 17.25 $ 16.31 $ 14.00 $ 13.10
of period

Income from Investment
Operations

Net investment income .15 C .07 C .04 C .07 C .15

Net realized and unrealized 1.60 4.76 2.95 3.16 2.12
gain (loss)

Total from investment 1.75 4.83 2.99 3.23 2.27
operations

Less Distributions

From net investment income (.03) (.02) (.05) (.09) (.13)

From net realized gain (1.43) (.67) (2.00) (.83) (1.24)

Total distributions (1.46) (.69) (2.05) (.92) (1.37)

Net asset value, end of period $ 21.68 $ 21.39 $ 17.25 $ 16.31 $ 14.00

TOTAL RETURN A, B 9.22% 29.38% 20.06% 24.75% 18.46%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 536,085 $ 522,077 $ 192,621 $ 156,136 $ 180,983
(000 omitted)

Ratio of expenses to average .88% .83% .80% .88% 1.03%
net assets

Ratio of expenses to average .80% D .79% D .77% D .84% D .99% D
net assets after expense
reductions

Ratio of net investment .70% .37% .27% .53% 1.20%
income to average net assets

Portfolio turnover rate 295% 316% 121% 131% 152%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.

NOTES TO FINANCIAL STATEMENTS
For the period ended June 30, 2000

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

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

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

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

regarding income taxes under the caption "Income Tax Information."

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

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

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

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

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

SHORT-TERM TRADING (REDEMPTION) FEES. Shares purchased on or after
April 28, 2000 and held in the fund less than 30 days are subject to a
short-term trading fee equal to 0.75% of the proceeds of the redeemed
shares. The fee, which is retained by the fund, is accounted for as an
addition to paid in capital.

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

2. OPERATING POLICIES.

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

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT - CONTINUED

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

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

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

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $1,525,399,078 and $1,534,693,585, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2167% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .58% of average net
assets after the performance adjustment.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $605,873 on sales of shares of the fund of which
$605,782 was retained. Effective January 31, 2000, through December
31, 2000, FDC has voluntarily waived the sales charge (3% of the
offering price on the sales of shares).

TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .24% of average net assets.

ACCOUNTING AND SECURITY LENDING FEES. FSC, an affiliate of FMR,
maintains the fund's accounting records and administers the security
lending program. The security lending fee is based on the number and
duration of lending transactions. The accounting fee is based on the
level of average net assets for the month plus out-of-pocket expenses.

BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $139,098 for the
period.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end there were no security loans
outstanding.

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 $416,988 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $3,719 and $20,006, respectively, under these arrangements.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Hastings Street Trust and the Shareholders
of Fidelity Fifty:

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Fifty (a fund of Fidelity Hastings Street Trust) at June 30,
2000, and the results of its operations, the changes in its net assets
and the financial highlights for the periods indicated, in conformity
with accounting principles generally accepted in the United States.
These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the
Fidelity Fifty's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
auditing standards generally accepted in the United States which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation
of securities at June 30, 2000 by correspondence with the custodian
and brokers, provide a reasonable basis for the opinion expressed
above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
August 8, 2000

DISTRIBUTIONS

The Board of Trustees of Fidelity Fifty voted to pay on August 7,
2000, to shareholders of record at the opening of business on August
4, 2000, a distribution of $2.90 per share derived from capital gains
realized from sales of portfolio securities and a dividend of $.16 per
share from net investment income.

A total of 12% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

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

The fund will notify shareholders in January 2001 of amounts for use
in preparing 2000 income tax returns.

MANAGING YOUR INVESTMENTS

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

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

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))
1-800-544-5555

PRESS

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

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

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

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

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

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

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

TO VISIT FIDELITY

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

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

Three Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

MICHIGAN

280 Old N. Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

MINNESOTA

7600 France Avenue South
Edina, MN

MISSOURI

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

NEW JERSEY

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 Franklin Avenue
Garden City, NY

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

1271 Avenue of the Americas
New York, NY

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14100 San Pedro
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19740 IH 45 North
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UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

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McLean, VA

WASHINGTON

411 108th Avenue, N.E.
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511 Pine Street
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1900 K Street, N.W.
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WISCONSIN

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INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management &
Research Company (U.K.) Inc.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Limited

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
John M. Muresianu, Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

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

ADVISORY BOARD
J. Michael Cook
Marie L. Knowles

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

FIF-ANN-0800 108655
1.705709.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

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

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions
and Account Assistance 1-800-544-6666
Product Information 1-800-544-6666
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
Fidelity Automated Service
Telephone (FAST(registered trademark)) 1-800-544-5555

AUTOMATED LINE FOR QUICKEST SERVICE

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

FIDELITY(REGISTERED TRADEMARK)
CONTRAFUND(REGISTERED TRADEMARK) II

ANNUAL REPORT
JUNE 30, 2000

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 16 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 20 Notes to the financial
statements.

REPORT OF INDEPENDENT 25 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 26

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

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

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

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

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.

FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-6666 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photograph 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 JUNE 30, 2000 PAST 1 YEAR LIFE OF FUND

FIDELITY CONTRAFUND II 33.87% 68.67%

FIDELITY CONTRAFUND II (INCL. 29.85% 63.61%
3.00% SALES CHARGE)

S&P 500 (registered trademark) 7.25% 36.00%

Growth Funds Average 19.61% n/a *

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year or since the fund
started on 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 500SM Index - a market
capitalization-weighted index of common stocks. To measure how the
fund's performance stacked up against its peers, you can compare it to
the growth funds average, which reflects the performance of mutual
funds with similar objectives tracked by Lipper Inc. The past one year
average represents a peer group of 1,476 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges. Lipper has created new comparison
categories that group funds according to portfolio characteristics and
capitalization, as well as by capitalization only. These averages are
listed on page 5 of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED JUNE 30, 2000 PAST 1 YEAR LIFE OF FUND

FIDELITY CONTRAFUND II 33.87% 26.16%

FIDELITY CONTRAFUND II (INCL. 29.85% 24.46%
3.00% SALES CHARGE)

S&P 500 7.25% 14.65%

Growth Funds Average 19.61% n/a *

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
arithmatic average. This may produce a different figure than that
obtained by averaging the cumulative total returns and annualizing the
result.)

* NOT AVAILABLE

$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
1999/01/31 11416.90 11755.60
1999/02/28 10999.80 11390.23
1999/03/31 11630.30 11845.96
1999/04/30 11921.30 12304.75
1999/05/31 11717.60 12014.24
1999/06/30 12222.00 12681.03
1999/07/31 11921.30 12285.12
1999/08/31 11744.29 12224.31
1999/09/30 11506.72 11889.24
1999/10/31 12260.75 12641.60
1999/11/30 13200.70 12898.60
1999/12/31 15400.82 13658.33
2000/01/31 14812.06 12972.13
2000/02/29 15659.05 12726.57
2000/03/31 16568.02 13971.61
2000/04/30 15648.72 13551.20
2000/05/31 14956.67 13273.13
2000/06/30 16361.44 13600.32
IMATRL PRASUN SHR__CHT 20000630 20000721 110548 R00000000000030

$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 June 30, 2000, the value of the investment would have grown
to $16,361 - a 63.61% 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 $13,600 - a 36.00% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER MULTI-CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTI-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF JUNE 30, 2000, THE ONE YEAR
CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURN FOR THE MULTI-CAP GROWTH
FUNDS AVERAGE WAS 45.82%. THE ONE YEAR CUMULATIVE AND AVERAGE ANNUAL
TOTAL RETURN FOR THE MULTI-CAP SUPERGROUP AVERAGE WAS 16.67%.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

If ever there was a one-year period
that investors could point to in support of
the merits of diversification, the 12
months ending June 30, 2000,
wouldn't be a bad place to start.
New economy technology stocks, the
performance darlings of six months
ago, were being trounced by
less-glamorous, old economy natural
resources and real estate issues by
the end of the period. The health
sector, which looked anything but
healthy in 1999, was the
top-performing sector through the
first half of 2000. And large-cap
growth stocks, which dominated
Wall Street a year ago, were looking
up - way up - at their small-cap
brethren. Yes, the past 12 months
were remarkably volatile. Investors
enjoyed record-setting highs in all
major U.S. stock market indexes,
and endured gut-wrenching
declines, including a 10-week, 33%
freefall in the NASDAQ Composite
Index. But still, when the dust settled
and the numbers tallied, most
indexes were in positive territory. The
tech-heavy NASDAQ index, despite
its travails in the spring, finished the
12-month period up 47.99%. The
broader-based Standard & Poor's
500SM
Index returned 7.25%, and the
Russell 2000(registered trademark) Index - a popular
measure of small-cap stock
performance - gained 14.32%. The
Dow Jones Industrial Average -
an index of 30 blue-chip stocks -
was not as fortunate, declining 3.30%
for the one-year period ending June
30, 2000.

(photograph of Adam Hetnarski)

NOTE TO SHAREHOLDERS: Adam Hetnarski became Portfolio Manager of
Fidelity Contrafund II on February 14, 2000.

Q. HOW DID THE FUND PERFORM, ADAM?

A. Very well. For the 12 months that ended June 30, 2000, the fund
returned 33.87%, far outperforming the Standard & Poor's 500 Index and
the growth funds average tracked by Lipper Inc., which returned 7.25%
and 19.61%, respectively.

Q. WHAT ENABLED THE FUND TO BEAT THE INDEX BY SUCH A WIDE MARGIN?

A. In the first half of the period, an overweighting in technology
stocks, together with strong stock selection in that sector, accounted
for most of the fund's outperformance compared to the index. The
fund's investments in fiber-optic and network equipment manufacturers
did extremely well during the strong rally at the end of 1999, as did
its wireless holdings in the utilities sector and its biotechnology
holdings in the health sector. Following a sharp correction in the
spring, investors began to embrace the technology sector again but in
a more selective way. As a result, the stocks that rebounded most
tended to be higher-quality names, a number of which the fund held.
Stock selection in the health sector also helped performance in the
latter part of the period, when biotechnology and large-capitalization
drug stocks did well.

Q. DRUG STOCKS WERE LACKLUSTER PERFORMERS FOR QUITE A WHILE. WHY DID
THEY REVIVE?

A. Drugs stocks are considered defensive holdings, which means that
they tend to outperform the overall market when the economy is weak.
When economic growth is strong, as it was during the period, investors
usually find other industries more interesting. However, the sharp
rise in short-term interest rates led many investors to expect a
slowing economy, so they began to position themselves in the defensive
sectors of the market. In addition, there was some harsh rhetoric
about the drug industry from some of the presidential candidates
around the beginning of the year. While typical of campaign season,
the comments scared investors and created some good values in
pharmaceutical stocks. Finally, late in the period there was some
merger and acquisition activity in the group, which typically results
in higher share prices across the sector.

Q. WHICH STOCKS HELPED PERFORMANCE?

A. Cisco Systems was a top performer. A leading provider of network
and routing equipment for the Internet, Cisco has been a prime
beneficiary of the build-out of the Internet's infrastructure.
Pharmaceutical holding Eli Lilly exemplified the recent improvement in
that industry's share prices. While Lilly benefited from more
favorable sentiment toward the industry generally, it also was helped
by an extremely successful trial of a new drug, Zovant, used to treat
sepsis, or blood poisoning. Another Internet company, Vignette, saw
strong growth in sales of its customer relationship and content
software.

Q. WHICH STOCKS WERE DETRIMENTAL TO PERFORMANCE?

A. One of the worst performers was Healtheon/WebMD, an online medical
processing firm and the operator of a consumer-oriented Web portal.
The stock was one of many that suffered in the recent correction
because the company was not sufficiently far along in its development
to have a significant earnings stream. There also were fears of
greater competition as a result of a recent agreement by six large
HMOs to form an online exchange for processing medical claims.
Microsoft was another detractor, beset by problems stemming from the
antitrust suit filed against the company by the U.S. Justice
Department. As a result of the June 7, 2000, ruling in the case, the
company may be split up.

Q. WHAT'S YOUR OUTLOOK, ADAM?

A. The rest of the year looks to have several favorable influences on
technology stocks. There should be an uptick in technology spending
triggered by the rollout of Microsoft's updated version of its Windows
NT operating system for corporate environments. Moreover, I expect to
see the introduction of data communications capabilities for wireless
phones, which should keep demand for wireless products and services
healthy. On the down side, the rise in interest rates is expected to
slow the economy and consequently may crimp earnings growth in some
areas. At this point, though, a soft landing - that is, a moderate
slowing but no recession - looks like the most likely scenario. In
that environment, there should still be plenty of attractive
investment opportunities.

(checkmark)FUND FACTS

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

FUND NUMBER: 339

TRADING SYMBOL: FCONX

START DATE: March 31, 1998

SIZE: as of June 30, 2000,
more than $1.5 billion

MANAGER: Adam Hetnarski,
since February 2000;
manager, Fidelity Export and
Multinational Fund,
1998-2000; Fidelity Select
Technology Portfolio and
Fidelity Advisor Technology
Fund, 1996-
1998; joined Fidelity in
1991

ADAM HETNARSKI ON
RADIO STOCKS:

"This spring's damage to dot-com
stocks has been cited as one cause
of the recent correction in radio
shares. Investors reasoned that
spending for radio advertising
would slow when technology stock
prices crashed and dot-com
companies no longer had as much
cash sloshing around in their
coffers. However, I see a lot of
opportunity in radio stocks.

"There are several likely drivers of
radio ad sales. For one thing, the
recent relaxation of the rules for
advertising drugs has prompted a
surge of radio ads that should
continue. These rules have
resulted in the proliferation of
so-called `ask your doctor' ads, in
which a benefit for a drug is touted
and the listener is then urged to
consult a physician for further
details.

"Furthermore, there are two
possible short-term catalysts
for ad revenues - the November
elections and the Olympic summer
games in Sydney. Therefore,
despite a drop in dot-com ad
spending, I see lots of other sources
to pick up the slack. Moreover,
dot-coms have not gone away. I
believe they will continue to be an
important and growing source of
radio ad revenues in the years to
come."

INVESTMENT CHANGES

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

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

Cisco Systems, Inc. 4.3 3.3

Eli Lilly & Co. 4.0 0.5

Microsoft Corp. 3.3 5.3

General Electric Co. 3.0 2.6

Bristol-Myers Squibb Co. 2.9 0.8

Nokia AB sponsored ADR 2.9 0.8

EMC Corp. 2.8 0.7

Exxon Mobil Corp. 2.3 2.2

VERITAS Software Corp. 2.1 0.0

Ariba, Inc. 2.0 0.0

29.6 16.2

TOP FIVE MARKET SECTORS AS OF
JUNE 30, 2000

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

Technology 38.1 30.5

Health 12.2 8.0

Media & Leisure 9.6 7.1

Energy 9.1 7.2

Utilities 8.5 10.4

</TABLE>

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

AS OF JUNE 30, 2000 * AS OF DECEMBER 31, 1999 **

Stocks 94.9% Stocks 93.8%

Short-Term Investments and Short-Term Investments and
Net Other Assets 5.1% Net Other Assets 6.2%

* FOREIGN INVESTMENTS 6.3% ** FOREIGN INVESTMENTS 8.2%

Row: 1, Col: 1, Value: 94.90000000000001 Row: 1, Col: 1, Value: 93.8
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 5.1 Row: 1, Col: 8, Value: 6.2

</TABLE>

INVESTMENTS JUNE 30, 2000

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 94.9%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 0.4%

Boeing Co. 150,000 $ 6,272

BASIC INDUSTRIES - 0.3%

METALS & MINING - 0.3%

Martin Marietta Materials, 100,000 4,044
Inc.

CONSTRUCTION & REAL ESTATE -
1.8%

BUILDING MATERIALS - 0.2%

Florida Rock Industries, Inc. 75,000 2,672

CONSTRUCTION - 0.6%

Lennar Corp. 500,000 10,125

REAL ESTATE INVESTMENT TRUSTS
- 1.0%

Pinnacle Holdings, Inc. (a) 305,200 16,481

TOTAL CONSTRUCTION & REAL 29,278
ESTATE

ENERGY - 9.1%

ENERGY SERVICES - 4.4%

Baker Hughes, Inc. 210,000 6,720

BJ Services Co. (a) 65,000 4,063

Halliburton Co. 160,000 7,550

Nabors Industries, Inc. (a) 243,200 10,108

Noble Drilling Corp. 375,000 15,445

Smith International, Inc. (a) 197,550 14,384

Weatherford International, 300,000 11,944
Inc.

70,214

OIL & GAS - 4.7%

Burlington Resources, Inc. 200,300 7,661

Cabot Oil & Gas Corp. Class A 535,000 11,335

Cooper Cameron Corp. (a) 175,500 11,583

Exxon Mobil Corp. 455,000 35,718

Grant Prideco, Inc. (a) 295,000 7,375

73,672

TOTAL ENERGY 143,886

FINANCE - 6.0%

CREDIT & OTHER FINANCE - 0.3%

Citigroup, Inc. 90,000 5,423

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

FEDERAL SPONSORED CREDIT - 2.9%

Fannie Mae 605,900 $ 31,620

Freddie Mac 354,300 14,349

45,969

INSURANCE - 2.8%

AMBAC Financial Group, Inc. 280,000 15,348

American International Group, 150,000 17,625
Inc.

Everest Re Group Ltd. 318,600 10,474

43,447

TOTAL FINANCE 94,839

HEALTH - 12.2%

DRUGS & PHARMACEUTICALS - 12.2%

Bristol-Myers Squibb Co. 800,000 46,600

Eli Lilly & Co. 628,000 62,722

Exelixis, Inc. 84,500 2,820

Genentech, Inc. 153,000 26,316

Human Genome Sciences, Inc. 146,900 19,593
(a)

Immunex Corp. (a) 387,700 19,167

PRAECIS Pharmaceuticals, Inc. 207,500 5,784

Schering-Plough Corp. 185,000 9,343

192,345

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.9%

ELECTRICAL EQUIPMENT - 3.0%

General Electric Co. 900,900 47,748

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.9%

Ingersoll-Rand Co. 200,000 8,050

MSC Industrial Direct, Inc. 250,000 5,234
(a)

13,284

TOTAL INDUSTRIAL MACHINERY & 61,032
EQUIPMENT

MEDIA & LEISURE - 9.6%

BROADCASTING - 6.4%

AMFM, Inc. (a) 410,000 28,290

AT&T Corp. - Liberty Media 740,400 17,955
Group Class A (a)

Grupo Televisa SA de CV 225,000 15,511
sponsored GDR (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

Infinity Broadcasting Corp. 850,000 $ 30,972
Class A (a)

Westwood One, Inc. 230,000 7,849

100,577

ENTERTAINMENT - 2.4%

Viacom, Inc. Class B 350,020 23,867
(non-vtg.) (a)

Walt Disney Co. 355,000 13,778

37,645

LODGING & GAMING - 0.8%

Starwood Hotels & Resorts 390,000 12,699
Worldwide, Inc. unit

TOTAL MEDIA & LEISURE 150,921

NONDURABLES - 4.3%

BEVERAGES - 1.2%

Anheuser-Busch Companies, 265,000 19,792
Inc.

FOODS - 1.7%

Keebler Foods Co. 350,000 12,994

Quaker Oats Co. 180,000 13,523

26,517

TOBACCO - 1.4%

Philip Morris Companies, Inc. 825,000 21,914

TOTAL NONDURABLES 68,223

RETAIL & WHOLESALE - 0.5%

APPAREL STORES - 0.3%

Abercrombie & Fitch Co. Class 400,000 4,875
A (a)

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.2%

Ventro Corp. 158,200 2,986

TOTAL RETAIL & WHOLESALE 7,861

SERVICES - 0.2%

ADVERTISING - 0.2%

DoubleClick, Inc. (a) 50,000 1,906

Omnicom Group, Inc. 20,000 1,781

3,687

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - 38.1%

COMMUNICATIONS EQUIPMENT -
10.2%

Chromatis Networks, Inc. (c) 7,400 $ 624

Ciena Corp. (a) 85,000 14,168

Cisco Systems, Inc. (a) 1,065,000 67,692

Comverse Technology, Inc. (a) 29,800 2,771

Lucent Technologies, Inc. 60,000 3,555

Nokia AB sponsored ADR 910,000 45,443

Nortel Networks Corp. 300,000 20,811

Telefonaktiebolaget LM 300,000 6,000
Ericsson sponsored ADR

161,064

COMPUTER SERVICES & SOFTWARE
- 17.3%

Aether Systems, Inc. 51,600 10,578

Affymetrix, Inc. (a) 45,000 7,431

Amazon.com, Inc. (a) 80,000 2,905

Ariba, Inc. 324,000 31,767

BEA Systems, Inc. (a) 139,800 6,911

CMGI, Inc. (a) 110,000 5,039

Covad Communications Group, 370,000 5,966
Inc. (a)

Healtheon/WebMD (a) 200,000 2,963

i2 Technologies, Inc. (a) 190,000 19,810

Internap Network Services 486,200 20,185
Corp.

Intuit, Inc. (a) 255,000 10,551

Kana Communications, Inc. 120,000 7,425

Legato Systems, Inc. (a) 445,000 6,731

Microsoft Corp. (a) 650,000 52,000

NaviSite, Inc. 200,000 8,363

OnDisplay, Inc. 100,000 8,144

Priceline.com, Inc. (a) 100,000 3,798

Software.com, Inc. 69,000 8,961

VERITAS Software Corp. (a) 294,493 33,282

Vignette Corp. (a) 246,900 12,843

webMethods, Inc. 18,600 2,924

Yahoo!, Inc. (a) 30,000 3,716

272,293

COMPUTERS & OFFICE EQUIPMENT
- 8.5%

Dell Computer Corp. (a) 525,000 25,889

EMC Corp. (a) 580,000 44,624

Ingram Micro, Inc. Class A (a) 750,000 13,078

Juniper Networks, Inc. 210,000 30,568

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- CONTINUED

Lexmark International Group, 215,300 $ 14,479
Inc. Class A (a)

Network Appliance, Inc. (a) 70,000 5,635

134,273

ELECTRONIC INSTRUMENTS - 0.2%

KLA-Tencor Corp. (a) 50,000 2,928

ELECTRONICS - 1.9%

Texas Instruments, Inc. 440,000 30,223

TOTAL TECHNOLOGY 600,781

UTILITIES - 8.5%

CELLULAR - 3.8%

SBA Communications Corp. 400,000 20,775
Class A

Sprint Corp. - PCS Group 442,400 26,323
Series 1 (a)

Tritel, Inc. Class A 200,100 5,940

VoiceStream Wireless Corp. (a) 59,955 6,973

60,011

ELECTRIC UTILITY - 1.3%

AES Corp. (a) 125,000 5,703

Calpine Corp. (a) 229,982 15,121

20,824

TELEPHONE SERVICES - 3.4%

AT&T Corp. 450,000 14,231

BellSouth Corp. 397,600 16,948

Metromedia Fiber Network, 550,000 21,828
Inc. Class A (a)

TeraBeam Networks (c) 4,800 18

53,025

TOTAL UTILITIES 133,860

TOTAL COMMON STOCKS 1,497,029
(Cost $1,285,495)

CASH EQUIVALENTS - 8.5%

SHARES VALUE (NOTE 1) (000S)

Central Cash Collateral Fund, 36,269,600 $ 36,270
6.71% (b)

Taxable Central Cash Fund, 94,744,645 94,745
6.59% (b)

MATURITY AMOUNT (000S)

Investments in repurchase $ 3,063 3,061
agreements (U.S. Treasury
Obligations), in a joint
trading account at 6%, dated
6/30/00 due 7/3/00

TOTAL CASH EQUIVALENTS 134,076
(Cost $134,076)

TOTAL INVESTMENT PORTFOLIO - 1,631,105
103.4%
(Cost $1,419,571)

NET OTHER ASSETS - (3.4)% (53,900)

NET ASSETS - 100% $ 1,577,205

</TABLE>

LEGEND

(a) Non-income producing

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

Additional information on each holding is as follows:

SECURITY ACQUISITION DATE ACQUISITION COST (000S)

Chromatis Networks, Inc. 5/19/00 $ 130

TeraBeam Networks 4/7/00 $ 18

INCOME TAX INFORMATION

At June 30, 2000, the aggregate cost of investment securities for
income tax purposes was $1,438,067,000. Net unrealized appreciation
aggregated $193,038,000, of which $294,143,000 related to appreciated
investment securities and $101,105,000 related to depreciated
investment securities.

The fund hereby designates approximately $15,772,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

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

ASSETS

Investment in securities, at $ 1,631,105
value (including repurchase
agreements of $3,061) (cost
$1,419,571) - See
accompanying schedule

Receivable for investments 17,561
sold

Receivable for fund shares 1,682
sold

Dividends receivable 702

Interest receivable 231

Other receivables 338

TOTAL ASSETS 1,651,619

LIABILITIES

Payable for investments $ 34,053
purchased

Payable for fund shares 2,910
redeemed

Accrued management fee 874

Other payables and accrued 307
expenses

Collateral on securities 36,270
loaned, at value

TOTAL LIABILITIES 74,414

NET ASSETS $ 1,577,205

Net Assets consist of:

Paid in capital $ 1,134,864

Accumulated undistributed net 230,807
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 211,534
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 99,565 shares $ 1,577,205
outstanding

NET ASSET VALUE and $15.84
redemption price per share
($1,577,205 (divided by)
99,565 shares)

Maximum offering price per $16.33
share (100/97.00 of $15.84)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED JUNE 30, 2000

INVESTMENT INCOME $ 6,614
Dividends

Interest 2,658

Security lending 231

TOTAL INCOME 9,503

EXPENSES

Management fee Basic fee $ 7,069

Performance adjustment 915

Transfer agent fees 2,442

Accounting and security 346
lending fees

Non-interested trustees' 4
compensation

Custodian fees and expenses 70

Registration fees 219

Audit 27

Legal 9

Interest 6

Miscellaneous 3

Total expenses before 11,110
reductions

Expense reductions (638) 10,472

NET INVESTMENT INCOME (LOSS) (969)

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

Investment securities 241,920

Foreign currency transactions 44 241,964

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 115,865

Assets and liabilities in (1) 115,864
foreign currencies

NET GAIN (LOSS) 357,828

NET INCREASE (DECREASE) IN $ 356,859
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS YEAR ENDED JUNE 30, 2000 YEAR ENDED JUNE 30, 1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ (969) $ (29)
income (loss)

Net realized gain (loss) 241,964 51,202

Change in net unrealized 115,864 79,239
appreciation (depreciation)

NET INCREASE (DECREASE) IN 356,859 130,412
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (51,448) -
from net realized gains

Share transactions Net 956,767 800,818
proceeds from sales of shares

Reinvestment of distributions 50,104 -

Cost of shares redeemed (636,011) (349,422)

NET INCREASE (DECREASE) IN 370,860 451,396
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 676,271 581,808
IN NET ASSETS

NET ASSETS

Beginning of period 900,934 319,126

End of period (including $ 1,577,205 $ 900,934
undistributed net investment
income of $0 and $8,
respectively)

OTHER INFORMATION
Shares

Sold 68,610 73,180

Issued in reinvestment of 4,514 -
distributions

Redeemed (45,057) (32,501)

Net increase (decrease) 28,067 40,679

</TABLE>

FINANCIAL HIGHLIGHTS

YEARS ENDED JUNE 30, 2000 1999 1998 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 12.60 $ 10.35 $ 10.00
period

Income from Investment
Operations

Net investment income (loss) D (.01) .00 (.01)

Net realized and unrealized 3.97 2.25 .36
gain (loss)

Total from investment 3.96 2.25 .35
operations

Less Distributions

From net realized gain (.72) - -

Net asset value, end of period $ 15.84 $ 12.60 $ 10.35

TOTAL RETURN B, C 33.87% 21.74% 3.50%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 1,577 $ 901 $ 319
millions)

Ratio of expenses to average .91% .93% 1.28% A
net assets

Ratio of expenses to average .86% F .86% F 1.23% A, F
net assets after expense
reductions

Ratio of net investment (.08)% (.01)% (.28)% A
income (loss) to average
net assets

Portfolio turnover rate 291% 293% 141% A

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD MARCH 31, 1998 (COMMENCEMENT OF OPERATIONS) TO JUNE
30, 1998.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.

NOTES TO FINANCIAL STATEMENTS
For the period ended June 30, 2000

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:

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

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

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

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.

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 $642,000 or .04% of net assets.

INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by
the SEC, the fund, along with other registered investment companies
having management contracts with FMR, may participate in an interfund
lending program. This program provides an alternative credit facility
allowing the fund to borrow from, or lend money to, other
participating funds.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $3,691,714,000 and $3,443,210,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

performance adjustment (up to a maximum of (plus/minus).20% of the
fund's average net assets over the performance period) based on the
fund's investment performance as compared to the appropriate index
over a specified period of time. For the period, the management fee
was equivalent to an annual rate of .65% of average net assets after
the performance adjustment.

SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $3,113,000 on sales of shares of the fund all of
which 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 based on the level of average net
assets for the month plus out-of-pocket expenses.

5. INTERFUND LENDING PROGRAM.

The fund participated in the interfund lending program as a borrower.
The average daily loan balance during the period for which loans were
outstanding amounted to $ 8,857,000. The weighted average interest
rate was 5.42%. Interest expense includes $5,000 paid under the
interfund lending program.

6. SECURITY LENDING.

7. BANK BORROWINGS.

The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. The interest
rate on the borrowings is the bank's base rate, as revised from time
to time. The average daily loan balance during the period for which
loans were outstanding amounted to $3,119,000. The weighted average
interest rate was 5.57%. Interest expense includes $1,000 paid under
the bank borrowing program.

8. 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 $624,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $8,000 and $6,000, respectively, under these arrangements.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Hastings Street Trust and the Shareholders
of Fidelity Contrafund II:

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Contrafund II (a fund of Fidelity Hastings Street Trust) at
June 30, 2000, and the results of its operations, the changes in its
net assets and the financial highlights for the periods indicated, in
conformity with accounting principles generally accepted in the United
States. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the
Fidelity Contrafund II 's management; our responsibility is to express
an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
auditing standards generally accepted in the United States which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation
of securities at June 30, 2000 by correspondence with the custodian
and brokers, provide a reasonable basis for the opinion expressed
above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
August 8, 2000

DISTRIBUTIONS

The Board of Trustees of Fidelity Contrafund II voted to pay on August
7, 2000, to shareholders of record at the opening of business on
August 4, 2000, a distribution of $2.18 per share derived from capital
gains realized from sales of portfolio securities.

A total of 10% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

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

MANAGING YOUR INVESTMENTS

BY PHONE

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

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))
1-800-544-5555

PRESS

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
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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
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(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM

(COMPUTER_GRAPHIC)
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TO VISIT FIDELITY

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

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

Three Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

MICHIGAN

280 Old N. Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

MINNESOTA

7600 France Avenue South
Edina, MN

MISSOURI

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

NEW JERSEY

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 Franklin Avenue
Garden City, NY

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

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

OHIO

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

OREGON

16850 SW 72nd Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

RHODE ISLAND

47 Providence Place
Providence, RI

TENNESSEE

6150 Poplar Avenue
Memphis, TN

TEXAS

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

1861 International Drive
McLean, VA

WASHINGTON

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

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

TO WRITE FIDELITY

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

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

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

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

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

SELLING SHARES

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

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

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

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

SELLING SHARES

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

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

GENERAL CORRESPONDENCE

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

INVESTMENT ADVISER
Fidelity Management &
Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Limited

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

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

ADVISORY BOARD
J. Michael Cook
Marie L. Knowles

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

CII-ANN-0800 108584
1.705796.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
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Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium Fund (registered trademark)
OTC Portfolio
Retirement Growth Fund
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Corporate Headquarters
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FIDELITY(REGISTERED TRADEMARK)
FUND

ANNUAL REPORT
JUNE 30, 2000

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

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

NOTES 25 Notes to the financial
statements.

REPORT OF INDEPENDENT 29 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 30

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

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

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

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

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.

FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-6666 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photograph 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 JUNE 30, 2000 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY FUND 10.47% 192.38% 409.02%

S&P 500(registered trademark) 7.25% 190.84% 414.73%

Growth & Income Funds Average 2.15% 127.55% 284.77%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, 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 500SM Index - a market capitalization-weighted index
of common stocks. To measure how the fund's performance stacked up
against its peers, you can compare it to the growth & income funds
average, which reflects the performance of mutual funds with similar
objectives tracked by Lipper Inc. The past one year average represents
a peer group of 960 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges. Lipper has created new comparison categories that group funds
according to portfolio characteristics and capitalization, as well as
by capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

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

FIDELITY FUND 10.47% 23.93% 17.67%

S&P 500 7.25% 23.80% 17.80%

Growth & Income Funds Average 2.15% 17.45% 14.14%

$10,000 OVER 10 YEARS
Fidelity S&P 500
00003 SP001
1990/06/30 10000.00 10000.00
1990/07/31 9906.23 9968.00
1990/08/31 9194.70 9066.89
1990/09/30 8783.16 8625.34
1990/10/31 8688.72 8588.25
1990/11/30 9072.05 9143.05
1990/12/31 9260.55 9398.14
1991/01/31 9857.45 9807.90
1991/02/28 10505.52 10509.16
1991/03/31 10745.31 10763.48
1991/04/30 10756.75 10789.32
1991/05/31 11300.31 11255.41
1991/06/30 10674.36 10739.92
1991/07/31 11152.23 11240.40
1991/08/31 11336.47 11506.79
1991/09/30 11238.63 11314.63
1991/10/31 11348.70 11466.25
1991/11/30 10665.11 11004.16
1991/12/31 11496.60 12263.03
1992/01/31 11677.21 12034.94
1992/02/29 12007.28 12191.39
1992/03/31 11643.88 11953.66
1992/04/30 11725.35 12305.10
1992/05/31 11831.89 12365.39
1992/06/30 11669.41 12181.15
1992/07/31 11921.31 12679.36
1992/08/31 11675.71 12419.43
1992/09/30 11794.94 12565.98
1992/10/31 11940.48 12609.96
1992/11/30 12206.24 13039.96
1992/12/31 12469.26 13200.35
1993/01/31 12798.44 13311.24
1993/02/28 12909.69 13492.27
1993/03/31 13293.13 13776.96
1993/04/30 13293.13 13443.55
1993/05/31 13618.65 13803.84
1993/06/30 13639.53 13843.87
1993/07/31 13652.88 13788.50
1993/08/31 14288.32 14311.08
1993/09/30 14418.96 14200.89
1993/10/31 14657.35 14494.84
1993/11/30 14267.26 14357.14
1993/12/31 14758.83 14530.86
1994/01/31 15386.86 15024.91
1994/02/28 15080.50 14617.74
1994/03/31 14394.67 13980.40
1994/04/30 14733.18 14159.35
1994/05/31 14717.80 14391.57
1994/06/30 14377.64 14038.97
1994/07/31 14848.91 14499.45
1994/08/31 15494.81 15093.93
1994/09/30 15169.29 14724.13
1994/10/31 15495.16 15055.42
1994/11/30 14949.32 14507.10
1994/12/31 15139.72 14722.24
1995/01/31 15115.14 15103.99
1995/02/28 15631.27 15692.59
1995/03/31 16197.90 16155.68
1995/04/30 16593.17 16631.47
1995/05/31 16873.16 17296.23
1995/06/30 17409.65 17698.02
1995/07/31 18204.01 18284.88
1995/08/31 18501.23 18330.78
1995/09/30 19044.61 19104.34
1995/10/31 18822.66 19036.14
1995/11/30 19616.54 19871.82
1995/12/31 20112.81 20254.55
1996/01/31 20602.07 20944.02
1996/02/29 20860.04 21138.17
1996/03/31 21252.04 21341.73
1996/04/30 21591.51 21656.31
1996/05/31 22011.36 22214.82
1996/06/30 22109.52 22299.46
1996/07/31 21149.80 21314.27
1996/08/31 21739.93 21763.79
1996/09/30 22852.53 22988.66
1996/10/31 23227.64 23622.68
1996/11/30 24622.26 25408.32
1996/12/31 24099.93 24904.98
1997/01/31 25114.67 26461.05
1997/02/28 25358.59 26668.50
1997/03/31 24105.27 25572.69
1997/04/30 25504.80 27099.38
1997/05/31 26904.33 28749.19
1997/06/30 28293.89 30037.16
1997/07/31 30678.70 32427.21
1997/08/31 29097.26 30610.64
1997/09/30 30648.20 32287.18
1997/10/31 29795.45 31208.79
1997/11/30 31115.18 32653.45
1997/12/31 31826.27 33214.11
1998/01/31 31986.42 33581.45
1998/02/28 34196.43 36003.35
1998/03/31 35982.84 37847.08
1998/04/30 36250.41 38227.82
1998/05/31 36025.65 37570.69
1998/06/30 37783.55 39096.81
1998/07/31 37944.46 38680.43
1998/08/31 32252.39 33088.01
1998/09/30 33686.04 35207.63
1998/10/31 36167.58 38071.42
1998/11/30 38424.55 40378.93
1998/12/31 41693.40 42705.56
1999/01/31 43159.31 44491.51
1999/02/28 42261.58 43108.71
1999/03/31 44102.26 44833.49
1999/04/30 45047.14 46569.89
1999/05/31 43646.89 45470.38
1999/06/30 46076.56 47993.98
1999/07/31 44639.16 46495.61
1999/08/31 43996.29 46265.46
1999/09/30 43059.48 44997.32
1999/10/31 44928.47 47844.75
1999/11/30 46773.18 48817.43
1999/12/31 51789.44 51692.78
2000/01/31 49565.21 49095.74
2000/02/29 51254.65 48166.35
2000/03/31 53491.94 52878.47
2000/04/30 50378.27 51287.35
2000/05/31 48103.83 50234.94
2000/06/30 50901.98 51473.23
IMATRL PRASUN SHR__CHT 20000630 20000714 082222 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Fund on June 30, 1990. As the chart shows, by
June 30, 2000, the value of the investment would have grown to $50,902
- a 409.02% increase on the initial investment. For comparison, look
at how the Standard & Poor's 500 Index did over the same period. With
dividends and capital gains, if any, reinvested, the same $10,000
would have grown to $51,473 - a 414.73% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER LARGE-CAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER LARGE-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF JUNE 30, 2000, THE ONE YEAR,
FIVE YEAR AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR
THE LIPPER LARGE-CAP CORE FUNDS AVERAGE WERE, 11.37%, 169.56%,
354.92%, AND 11.37%, 21.79%,16.17%, RESPECTIVELY; AND THE ONE YEAR,
FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR
THE LIPPER LARGE-CAP SUPERGROUP AVERAGES WERE, 13.48%, 176.32%,
374.41%, AND 13.48%, 22.13%, 16.55%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

If ever there was a one-year period
that investors could point to in support of
the merits of diversification, the 12
months ending June 30, 2000,
wouldn't be a bad place to start.
New economy technology stocks, the
performance darlings of six months
ago, were being trounced by
less-glamorous, old economy natural
resources and real estate issues by
the end of the period. The health
sector, which looked anything but
healthy in 1999, was the
top-performing sector through the
first half of 2000. And large-cap
growth stocks, which dominated
Wall Street a year ago, were looking
up - way up - at their small-cap
brethren. Yes, the past 12 months
were remarkably volatile. Investors
enjoyed record-setting highs in all
major U.S. stock market indexes,
and endured gut-wrenching
declines, including a 10-week, 33%
freefall in the NASDAQ Composite
Index. But still, when the dust settled
and the numbers tallied, most
indexes were in positive territory. The
tech-heavy NASDAQ index, despite
its travails in the spring, finished the
12-month period up 47.99%. The
broader-based Standard & Poor's
500SM
Index returned 7.25%, and the
Russell 2000(registered trademark) Index - a popular
measure of small-cap stock
performance - gained 14.32%. The
Dow Jones Industrial Average -
an index of 30 blue-chip stocks -
was not as fortunate, declining 3.30%
for the one-year period ending June
30, 2000.

(photograph of Nick Thakore)

NOTE TO SHAREHOLDERS: Nick Thakore became Portfolio
Manager of Fidelity Fund on
June 1, 2000.

Q. HOW DID THE FUND PERFORM, NICK?

A. The fund performed well, especially relative to its benchmarks. For
the 12 months that ended June 30, 2000, the fund returned 10.47%,
bettering the 7.25% and 2.15% returns of the Standard & Poor's 500
Index and the growth and income funds average monitored by Lipper
Inc., respectively.

Q. WHAT ENABLED THE FUND TO OUTPERFORM THE INDEX AND THE LIPPER
AVERAGE?

A. In the first half of the period, avoiding many of the laggards in
the finance sector helped the fund beat many of its peers and the
index, as did underweighting the weak consumer nondurables sector. In
the second half of the period, stock selection in utilities -
primarily wireless communications stocks - and investments in
biotechnology and large-capitalization pharmaceutical stocks in the
health sector helped relative performance.

Q. YOU TOOK OVER THE FUND ON JUNE 1, 2000. DID YOU MAKE ANY
SIGNIFICANT CHANGES TO ITS HOLDINGS?

A. My philosophy is to rely primarily on stock selection to drive
performance. Unless I've got overwhelming conviction about a sector,
I'd rather avoid big positive or negative sector bets relative to the
S&P 500. That's certainly not the only way to manage a fund; it's more
a matter of what I'm comfortable with and what I feel I can do well. I
increased weightings in some sectors, such as energy, finance,
consumer nondurables and health. In addition, I brought down
weightings in Japanese stocks and wireless investments, although the
fund was still modestly overweighted in those areas compared to the
index at the end of the period.

Q. WHY DID YOU INCREASE WEIGHTINGS IN THE SECTORS YOU MENTIONED?

A. In the case of energy and finance, the fund had been significantly
underweighted compared to the S&P 500, a situation that was
inconsistent with how I wanted to run the fund. I increased the
weightings of the consumer nondurables and health sectors primarily
because of the stable earnings growth of many companies in those
sectors - a factor that could become important if a slowing economy
causes a reduction in overall corporate earnings growth later in the
year. People tend to buy items such as razor blades, toothpaste and
drugs in a somewhat predictable fashion unless the economy is
absolutely terrible.

Q. WHAT STOCKS HELPED THE FUND'S PERFORMANCE?

A. Nokia, a wireless handset manufacturer, was helped by surging
demand for wireless telephone service, as was China Telecom. Two core
technology holdings, Cisco Systems and Texas Instruments, also did
well. Cisco benefited from healthy demand in the Internet router
market and saw one of its competitors in the network computing market
exit the business. Texas Instruments is a key supplier of
semiconductors for the wireless phone industry, which boomed during
the period.

Q. WHAT HOLDINGS HAD THE MOST NEGATIVE INFLUENCE ON THE FUND'S
RETURNS?

A. Microsoft was one of the biggest detractors. The company was beset
by legal problems in the form of an antitrust suit brought by the
federal government's Department of Justice. The resulting ruling may,
despite the company's appeals, lead to splitting Microsoft into two
separate companies. In addition, the company's Windows 2000 operating
software encountered slower-than-expected sales. Another major
detractor was AT&T. Although my research showed that the stock was
cheap relative to the value of its separate divisions, deteriorating
prospects for the company's long-distance business caused investors to
avoid the stock.

Q. WHAT'S YOUR OUTLOOK, NICK?

A. The focus of the fund remains finding stocks that are attractively
valued relative to their earnings growth rates. The challenge in the
coming months is likely to be a slowing economy, with the slower
earnings growth that implies. I plan to keep the fund solidly
positioned in the long-term growth areas of the economy, including
technology, the wireless telecommunications segment of the utilities
sector and health. At the same time, increased exposure to the
defensive stocks that provide greater earnings stability should help
the fund in an environment of slower economic growth.

(checkmark)FUND FACTS

GOAL: seeks long-term
capital growth

FUND NUMBER: 003

TRADING SYMBOL: FFIDX

START DATE: April 30, 1930

SIZE: as of June 30, 2000,
more than $17 billion

MANAGER: Nick Thakore,
since June 2000; manager,
Fidelity Trend Fund,
1998-2000; Fidelity Utilities
Fund and Fidelity Advisor
Utilities Growth Fund,
1997-1998; several Fidelity
Select Portfolios, 1996-1998;
joined Fidelity in 1993

NICK THAKORE ON ADDING VALUE
THROUGH STOCK SELECTION:

"I like to keep the sector weightings
of my funds close to those of my
benchmark. One benefit of this
strategy, I believe, is that you get
more consistent performance. It's
less likely that you'll completely miss
a rally in a particular sector because
you mistakenly underweighted it.
This point is especially important
given the volatile market
environment we've had in the past
few years. Rallies have often
occurred so quickly that those who
were not already positioned to
take advantage of them were left
behind. The cyclical rally that
occurred in the spring of 1999 was
a good example of this
phenomenon.

"Within each sector, I try to add
value by selecting the best stocks
from the strongest subsectors. In
technology, for example, one area
I've emphasized is Internet
infrastructure stocks. In utilities,
I've favored wireless
telecommunications and
companies poised to benefit from
the trend toward upgrading and
expanding telecommunications
networks. In health, I've
emphasized biotechnology and,
more recently, large-cap
pharmaceutical stocks. Even in
out-of-favor sectors, there are
always some subsectors that do
better than others. That's where
I try to be."

INVESTMENT CHANGES

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

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

General Electric Co. 4.8 4.2

Cisco Systems, Inc. 3.2 1.9

Intel Corp. 3.1 0.1

Eli Lilly & Co. 2.7 1.0

Bristol-Myers Squibb Co. 2.5 1.1

Exxon Mobil Corp. 2.2 1.3

Philip Morris Companies, Inc. 1.9 0.4

Pfizer, Inc. 1.9 0.9

Schering-Plough Corp. 1.8 1.2

Wal-Mart Stores, Inc. 1.8 1.1

25.9 13.2

TOP FIVE MARKET SECTORS AS OF
JUNE 30, 2000

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

Technology 30.1 28.2

Finance 13.5 10.2

Health 12.5 9.8

Utilities 9.1 10.4

Industrial Machinery & 6.6 7.4
Equipment

</TABLE>

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

AS OF JUNE 30, 2000 * AS OF DECEMBER 31, 1999 **

Stocks 96.1% Stocks 93.7%

Convertible Securities 1.1% Convertible Securities 1.3%

Short-Term Investments and Short-Term Investments and
Net Other Assets 2.8% Net Other Assets 5.0%

* FOREIGN INVESTMENTS 7.6% ** FOREIGN INVESTMENTS 15.2%

Row: 1, Col: 1, Value: 96.09999999999999 Row: 1, Col: 1, Value: 93.7
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 1.0 Row: 1, Col: 5, Value: 1.3
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 2.8 Row: 1, Col: 8, Value: 5.0

</TABLE>

INVESTMENTS JUNE 30, 2000

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 96.1%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 1.4%

AEROSPACE & DEFENSE - 1.1%

Boeing Co. 2,132,800 $ 89,178

Textron, Inc. 1,212,600 65,859

United Technologies Corp. 612,400 36,055

191,092

SHIP BUILDING & REPAIR - 0.3%

General Dynamics Corp. 936,200 48,916

TOTAL AEROSPACE & DEFENSE 240,008

BASIC INDUSTRIES - 1.3%

CHEMICALS & PLASTICS - 1.1%

Avery Dennison Corp. 242,100 16,251

Dow Chemical Co. 840,900 25,385

E.I. du Pont de Nemours and 1,632,100 71,404
Co.

Lyondell Chemical Co. 993,300 16,638

Pharmacia Corp. 395,500 20,442

Praxair, Inc. 373,700 13,990

Union Carbide Corp. 543,800 26,918

191,028

METALS & MINING - 0.2%

Alcoa, Inc. 1,120,800 32,503

TOTAL BASIC INDUSTRIES 223,531

CONSTRUCTION & REAL ESTATE -
0.3%

BUILDING MATERIALS - 0.2%

American Standard Companies, 897,000 36,777
Inc. (a)

Masco Corp. 560,400 10,122

46,899

ENGINEERING - 0.1%

Fluor Corp. 487,400 15,414

TOTAL CONSTRUCTION & REAL 62,313
ESTATE

DURABLES - 0.8%

AUTOS, TIRES, & ACCESSORIES -
0.1%

General Motors Corp. 224,803 13,053

Navistar International Corp. 250,000 7,766
(a)

20,819

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

CONSUMER ELECTRONICS - 0.1%

Black & Decker Corp. 436,600 $ 17,164

General Motors Corp. Class H 78,913 6,925
(a)

24,089

HOME FURNISHINGS - 0.4%

Leggett & Platt, Inc. 3,712,300 61,253

TEXTILES & APPAREL - 0.2%

Mohawk Industries, Inc. (a) 720,400 15,669

Shaw Industries, Inc. 934,000 11,675

27,344

TOTAL DURABLES 133,505

ENERGY - 5.9%

ENERGY SERVICES - 1.3%

Diamond Offshore Drilling, 736,000 25,852
Inc.

Halliburton Co. 1,113,900 52,562

Schlumberger Ltd. (NY Shares) 1,293,900 96,557

Transocean Sedco Forex, Inc. 984,400 52,604

227,575

OIL & GAS - 4.6%

Alberta Energy Co. Ltd. 1,058,100 42,739

BP Amoco PLC sponsored ADR 793,200 44,865

Burlington Resources, Inc. 1,277,600 48,868

Canadian Natural Resources 479,700 13,933
Ltd. (a)

Chevron Corp. 374,900 31,796

Conoco, Inc. Class B 1,541,700 37,868

Devon Energy Corp. 187,300 10,524

Exxon Mobil Corp. 4,934,556 387,363

Royal Dutch Petroleum Co. (NY 1,918,200 118,089
Shares)

Santa Fe Snyder Corp. (a) 2,604,000 29,621

Talisman Energy, Inc. (a) 254,700 8,438

Union Pacific Resources 1,412,300 31,071
Group, Inc.

805,175

TOTAL ENERGY 1,032,750

FINANCE - 13.5%

BANKS - 1.9%

Bank of New York Co., Inc. 2,063,860 95,969

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

BANKS - CONTINUED

Chase Manhattan Corp. 4,645,950 $ 214,004

PNC Financial Services Group, 312,500 14,648
Inc.

324,621

CREDIT & OTHER FINANCE - 3.8%

American Express Co. 5,324,892 277,560

Associates First Capital 4,406,400 98,318
Corp. Class A

Citigroup, Inc. 3,901,225 235,049

Household International, Inc. 1,160,600 48,237

659,164

FEDERAL SPONSORED CREDIT - 2.5%

Fannie Mae 5,249,200 273,943

Freddie Mac 4,180,700 169,318

443,261

INSURANCE - 3.6%

Ace Ltd. 1,920,900 53,785

AFLAC, Inc. 335,200 15,398

AMBAC Financial Group, Inc. 295,700 16,208

American International Group, 2,279,000 267,783
Inc.

CIGNA Corp. 444,200 41,533

Hartford Financial Services 944,300 52,822
Group, Inc.

MBIA, Inc. 262,400 12,644

MetLife, Inc. 4,367,400 91,988

The Chubb Corp. 837,700 51,519

XL Capital Ltd. Class A 346,700 18,765

622,445

SECURITIES INDUSTRY - 1.7%

Daiwa Securities Group, Inc. 4,949,000 65,352

Merrill Lynch & Co., Inc. 339,700 39,066

Morgan Stanley Dean Witter & 1,660,100 138,203
Co.

Nikko Securities Co. Ltd. 6,487,000 64,246

306,867

TOTAL FINANCE 2,356,358

HEALTH - 12.5%

DRUGS & PHARMACEUTICALS - 10.7%

Abgenix, Inc. (a) 40,400 4,842

American Home Products Corp. 1,315,800 77,303

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Amgen, Inc. 386,700 $ 27,166

Bristol-Myers Squibb Co. 7,605,800 443,038

Celgene Corp. (a) 1,479,300 87,094

Cephalon, Inc. (a) 280,000 16,765

COR Therapeutics, Inc. (a) 156,800 13,377

Eli Lilly & Co. 4,633,600 462,781

Merck & Co., Inc. 879,400 67,384

Millennium Pharmaceuticals, 213,600 23,897
Inc. (a)

Pfizer, Inc. 6,698,350 321,521

Schering-Plough Corp. 6,153,000 310,727

1,855,895

MEDICAL EQUIPMENT & SUPPLIES
- 1.7%

Abbott Laboratories 2,814,500 125,421

Cardinal Health, Inc. 1,706,582 126,287

Johnson & Johnson 438,900 44,713

296,421

MEDICAL FACILITIES MANAGEMENT
- 0.1%

Wellpoint Health Networks, 206,400 14,951
Inc. (a)

TOTAL HEALTH 2,167,267

INDUSTRIAL MACHINERY &
EQUIPMENT - 6.6%

ELECTRICAL EQUIPMENT - 5.1%

Furukawa Electric Co. Ltd. 2,579,000 53,881

General Electric Co. 15,540,000 823,614

877,495

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.5%

Caterpillar, Inc. 500,100 16,941

Ingersoll-Rand Co. 992,400 39,944

Parker-Hannifin Corp. 484,400 16,591

Tyco International Ltd. 3,670,600 173,895

Veeco Instruments, Inc. (a) 241,000 17,653

265,024

TOTAL INDUSTRIAL MACHINERY & 1,142,519
EQUIPMENT

MEDIA & LEISURE - 4.3%

BROADCASTING - 2.0%

AT&T Corp. - Liberty Media 9,168,576 222,338
Group Class A (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

Comcast Corp. Class A 1,085,527 $ 43,964
(special) (a)

Time Warner, Inc. 1,174,340 89,250

355,552

ENTERTAINMENT - 1.4%

Mandalay Resort Group (a) 849,400 16,988

MGM Grand, Inc. 307,400 9,875

Viacom, Inc. Class B 2,003,313 136,601
(non-vtg.) (a)

Walt Disney Co. 1,886,300 73,212

236,676

LODGING & GAMING - 0.2%

Harrah's Entertainment, Inc. 1,340,000 28,056
(a)

PUBLISHING - 0.3%

McGraw-Hill Companies, Inc. 961,200 51,905

RESTAURANTS - 0.4%

McDonald's Corp. 2,132,800 70,249

Outback Steakhouse, Inc. (a) 243,000 7,108

77,357

TOTAL MEDIA & LEISURE 749,546

NONDURABLES - 4.4%

BEVERAGES - 1.9%

Anheuser-Busch Companies, 1,257,700 93,934
Inc.

Pepsi Bottling Group, Inc. 897,500 26,196

The Coca-Cola Co. 3,630,300 208,515

328,645

HOUSEHOLD PRODUCTS - 0.6%

Avon Products, Inc. 1,261,000 56,115

Procter & Gamble Co. 696,000 39,846

95,961

TOBACCO - 1.9%

Philip Morris Companies, Inc. 12,736,700 338,319

TOTAL NONDURABLES 762,925

PRECIOUS METALS - 0.1%

Barrick Gold Corp. 1,219,200 22,029

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - 5.3%

APPAREL STORES - 0.4%

Gap, Inc. 1,435,600 $ 44,863

The Limited, Inc. 1,334,400 28,856

73,719

DRUG STORES - 0.5%

Walgreen Co. 2,812,800 90,537

GENERAL MERCHANDISE STORES -
2.4%

Kohls Corp. (a) 860,200 47,849

Target Corp. 936,800 54,334

Wal-Mart Stores, Inc. 5,372,600 309,596

411,779

GROCERY STORES - 0.5%

Safeway, Inc. (a) 2,016,800 91,008

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.5%

Best Buy Co., Inc. (a) 362,800 22,947

Home Depot, Inc. 4,551,096 227,270

250,217

TOTAL RETAIL & WHOLESALE 917,260

SERVICES - 0.4%

ADVERTISING - 0.4%

Omnicom Group, Inc. 233,100 20,760

TMP Worldwide, Inc. (a) 560,500 41,372

62,132

SERVICES - 0.0%

Gartner Group, Inc. Class B 19,989 197
(a)

Storagenetworks, Inc. 9,300 839

1,036

TOTAL SERVICES 63,168

TECHNOLOGY - 30.1%

COMMUNICATIONS EQUIPMENT - 7.6%

3Com Corp. 361,800 20,849

Cabletron Systems, Inc. (a) 1,038,100 26,212

Centillium Communications, 24,900 1,718
Inc. (a)

Chromatis Networks, Inc. (e) 80,200 6,767

Cisco Systems, Inc. (a) 8,819,700 560,602

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMMUNICATIONS EQUIPMENT -
CONTINUED

Comverse Technology, Inc. (a) 250,900 $ 23,334

Corning, Inc. 215,400 58,131

Ditech Communications Corp. 971,100 91,830

Efficient Networks, Inc. 372,500 27,402

Lucent Technologies, Inc. 1,736,520 102,889

Nokia AB sponsored ADR 3,250,900 162,342

Nortel Networks Corp. 3,214,800 223,006

Terayon Communication 203,900 13,097
Systems, Inc. (a)

1,318,179

COMPUTER SERVICES & SOFTWARE
- 4.9%

America Online, Inc. (a) 2,186,500 115,338

Ariba, Inc. 669,500 65,642

BEA Systems, Inc. (a) 3,275,300 161,923

Cadence Design Systems, Inc. 596,300 12,150
(a)

Ceridian Corp. (a) 625,700 15,056

Computer Sciences Corp. (a) 176,400 13,175

IMS Health, Inc. 1,011,800 18,212

InfoSpace.com, Inc. (a) 201,500 11,133

Microsoft Corp. (a) 1,414,200 113,136

Netegrity, Inc. 276,700 20,839

Oracle Corp. (a) 1,422,700 119,596

Polycom, Inc. (a) 165,200 15,544

Priceline.com, Inc. (a) 319,300 12,128

Software.com, Inc. 219,700 28,534

Unisys Corp. (a) 1,196,509 17,424

VeriSign, Inc. (a) 105,925 18,696

Vignette Corp. (a) 366,900 19,085

Yahoo!, Inc. (a) 606,400 75,118

852,729

COMPUTERS & OFFICE EQUIPMENT
- 6.1%

Accelerated Networks, Inc. (a) 6,800 287

Copper Mountain Networks, 515,600 45,437
Inc.

Dell Computer Corp. (a) 5,412,600 266,909

EMC Corp. (a) 2,818,632 216,858

Gateway, Inc. (a) 1,271,500 72,158

International Business 1,853,600 203,085
Machines Corp.

Lexmark International Group, 701,400 47,169
Inc. Class A (a)

MRV Communications, Inc. (a) 400,400 26,927

Pitney Bowes, Inc. 1,026,530 41,061

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- CONTINUED

SCI Systems, Inc. (a) 400,700 $ 15,702

Sun Microsystems, Inc. (a) 1,486,700 135,197

1,070,790

ELECTRONIC INSTRUMENTS - 1.2%

Agilent Technologies, Inc. 2,905,600 214,288

ELECTRONICS - 10.3%

Advanced Micro Devices, Inc. 1,853,200 143,160
(a)

Celeritek, Inc. (a) 152,000 6,204

Cree, Inc. (a) 79,600 10,627

E Tek Dynamics, Inc. (a) 301,400 79,513

Fairchild Semiconduct 1,032,700 41,824
International, Inc. Class A

Intel Corp. 3,956,900 528,988

JDS Uniphase Corp. (a) 305,900 36,670

LSI Logic Corp. (a) 1,062,900 57,529

Marvell Technology Group Ltd. 6,700 382
(a)

Micron Technology, Inc. (a) 2,186,500 192,549

Motorola, Inc. 4,923,600 143,092

National Semiconductor Corp. 416,400 23,631
(a)

NVIDIA Corp. (a) 926,700 58,903

Power-One, Inc. (a) 242,500 27,630

Samsung Electronics Co. Ltd. 448,260 148,345

Texas Instruments, Inc. 3,563,500 244,768

Virata Corp. 679,100 40,491

1,784,306

TOTAL TECHNOLOGY 5,240,292

TRANSPORTATION - 0.3%

RAILROADS - 0.3%

Burlington Northern Santa Fe 1,379,100 31,633
Corp.

Union Pacific Corp. 674,900 25,098

56,731

UTILITIES - 8.9%

CELLULAR - 2.1%

China Telecom (Hong Kong) 13,822,600 122,892
Ltd. (a)

Nextel Communications, Inc. 1,224,000 74,894
Class A (a)

QUALCOMM, Inc. (a) 344,000 20,640

Sprint Corp. - PCS Group 1,304,500 77,618
Series 1 (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

CELLULAR - CONTINUED

Vodafone AirTouch PLC 297,700 $ 12,336
sponsored ADR

VoiceStream Wireless Corp. (a) 446,227 51,895

360,275

ELECTRIC UTILITY - 0.7%

AES Corp. (a) 2,596,000 118,443

NRG Energy, Inc. 398,000 7,264

125,707

GAS - 1.2%

Dynegy, Inc. Class A 1,092,802 74,652

Kinder Morgan, Inc. 2,668,300 92,223

Williams Companies, Inc. 977,400 40,745

207,620

TELEPHONE SERVICES - 4.9%

AT&T Corp. 5,354,700 169,342

BellSouth Corp. 4,631,700 197,426

Global Crossing Ltd. (a) 1,204,000 31,680

Qwest Communications 753,500 37,440
International, Inc. (a)

SBC Communications, Inc. 855,800 37,013

Sprint Corp. - FON Group 611,800 31,202

Telefonos de Mexico SA de CV 705,000 40,273
Series L sponsored ADR

TeraBeam Networks (e) 50,800 191

U.S. WEST, Inc. 1,989,100 170,565

WorldCom, Inc. (a) 2,859,000 131,157

846,289

TOTAL UTILITIES 1,539,891

TOTAL COMMON STOCKS 16,710,093
(Cost $12,828,259)

CONVERTIBLE PREFERRED STOCKS
- 0.4%

MEDIA & LEISURE - 0.4%

BROADCASTING - 0.4%

MediaOne Group, Inc. 702,700 63,243
(Vodafone AirTouch PLC)
$3.63 PIES (Cost $55,300)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CONVERTIBLE BONDS - 0.7%

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

MEDIA & LEISURE - 0.5%

BROADCASTING - 0.5%

Liberty Media Corp.:

3.75% 2/15/30 (d) Baa3 $ 41,700 $ 45,245

4% 11/15/29 (d) Baa3 10,870 15,612

4% 11/15/29 Baa3 16,180 23,239

84,096

UTILITIES - 0.2%

CELLULAR - 0.2%

Nextel Communications, Inc. B1 30,180 31,236
5.25% 1/15/10 (d)

TOTAL CONVERTIBLE BONDS 115,332
(Cost $101,078)

</TABLE>

CASH EQUIVALENTS - 5.0%

Central Cash Collateral Fund, 45,704,300 45,704
6.71% (c)

Taxable Central Cash Fund, 824,094,619 824,095
6.59% (c)

TOTAL CASH EQUIVALENTS 869,799
(Cost $869,799)

TOTAL INVESTMENT PORTFOLIO - 17,758,467
102.2%
(Cost $13,854,436)

NET OTHER ASSETS - (2.2)% (379,231)

NET ASSETS - 100% $ 17,379,236

SECURITY TYPE ABBREVIATIONS

PIES - Premium Income Equity
Securities

LEGEND

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's
Investors Service, Inc.

(d) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $92,093,000 or 0.5% of net assets.

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

Additional information on each holding is as follows:

SECURITY ACQUISITION DATE ACQUISITION COST (000S)

Chromatis Networks, Inc. 5/19/00 $ 1,410

TeraBeam Networks 4/7/00 $ 191

INCOME TAX INFORMATION

At June 30, 2000, the aggregate cost of investment securities for
income tax purposes was $13,918,181,000. Net unrealized appreciation
aggregated $3,840,286,000, of which $4,303,609,000 related to
appreciated investment securities and $463,323,000 related to
depreciated investment securities.

The fund hereby designates approximately $665,295,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

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

ASSETS

Investment in securities, at $ 17,758,467
value (cost $13,854,436) -
See accompanying schedule

Cash 870

Foreign currency held at 17,425
value (cost $17,425)

Receivable for investments 150,458
sold

Receivable for fund shares 74,323
sold

Dividends receivable 12,620

Interest receivable 6,466

Other receivables 519

TOTAL ASSETS 18,021,148

LIABILITIES

Payable for investments $ 416,116
purchased

Payable for fund shares 173,035
redeemed

Accrued management fee 5,259

Other payables and accrued 1,798
expenses

Collateral on securities 45,704
loaned, at value

TOTAL LIABILITIES 641,912

NET ASSETS $ 17,379,236

Net Assets consist of:

Paid in capital $ 12,180,725

Undistributed net investment 7,954
income

Accumulated undistributed net 1,286,511
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 3,904,046
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 415,647 $ 17,379,236
shares outstanding

NET ASSET VALUE, offering $41.81
price and redemption price
per share ($17,379,236
(divided by) 415,647 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED JUNE 30, 2000

INVESTMENT INCOME $ 112,604
Dividends

Interest 52,792

Security lending 928

TOTAL INCOME 166,324

EXPENSES

Management fee $ 55,605

Transfer agent fees 25,686

Accounting and security 1,092
lending fees

Non-interested trustees' 66
compensation

Custodian fees and expenses 605

Registration fees 1,060

Audit 88

Legal 78

Miscellaneous 38

Total expenses before 84,318
reductions

Expense reductions (4,322) 79,996

NET INVESTMENT INCOME 86,328

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

Investment securities 1,325,005

Foreign currency transactions (656) 1,324,349

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 132,296

Assets and liabilities in 11 132,307
foreign currencies

NET GAIN (LOSS) 1,456,656

NET INCREASE (DECREASE) IN $ 1,542,984
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS YEAR ENDED JUNE 30, 2000 YEAR ENDED JUNE 30, 1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 86,328 $ 93,003
income

Net realized gain (loss) 1,324,349 919,878

Change in net unrealized 132,307 1,192,377
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,542,984 2,205,258
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (80,678) (88,023)
From net investment income

From net realized gain (778,623) (476,294)

TOTAL DISTRIBUTIONS (859,301) (564,317)

Share transactions Net 6,879,759 6,719,777
proceeds from sales of shares

Reinvestment of distributions 805,722 528,255

Cost of shares redeemed (4,832,004) (3,772,952)

NET INCREASE (DECREASE) IN 2,853,477 3,475,080
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 3,537,160 5,116,021
IN NET ASSETS

NET ASSETS

Beginning of period 13,842,076 8,726,055

End of period (including $ 17,379,236 $ 13,842,076
undistributed net investment
income of $7,954 and $5,224,
respectively)

OTHER INFORMATION
Shares

Sold 171,650 186,703

Issued in reinvestment of 22,248 15,678
distributions

Redeemed (120,989) (107,375)

Net increase (decrease) 72,909 95,006

</TABLE>

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

YEARS ENDED JUNE 30, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

Net asset value, beginning $ 40.39 $ 35.22 $ 28.83 $ 24.65 $ 21.04
of period

Income from Investment
Operations

Net investment income .23 B .31 B .32 B .34 B .39

Net realized and unrealized 3.61 6.96 8.74 5.99 5.04
gain (loss)

Total from investment 3.84 7.27 9.06 6.33 5.43
operations

Less Distributions

From net investment income (.21) (.29) (.31) (.33) (.41)

From net realized gain (2.21) (1.81) (2.36) (1.82) (1.41)

Total distributions (2.42) (2.10) (2.67) (2.15) (1.82)

Net asset value, end of period $ 41.81 $ 40.39 $ 35.22 $ 28.83 $ 24.65

TOTAL RETURN A 10.47% 21.95% 33.54% 27.97% 27.00%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 17,379 $ 13,842 $ 8,726 $ 5,509 $ 3,947
(in millions)

Ratio of expenses to average .56% .57% .58% .62% .63%
net assets

Ratio of expenses to average .53% C .55% C .56% C .59% C .60% C
net assets after expense
reductions

Ratio of net investment .57% .87% 1.01% 1.34% 1.71%
income to average net assets

Portfolio turnover rate 113% 71% 65% 107% 150%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.

NOTES TO FINANCIAL STATEMENTS
For the period ended June 30, 2000

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:

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

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

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

2. OPERATING POLICIES.

2. OPERATING POLICIES - CONTINUED

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $18,606,644,000 and $16,188,118,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

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 annual rate of .37% of
average net assets.

ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's
accounting records and administers the security lending program. The
security lending fee is based on the number and duration of lending
transactions. The accounting fee is based on the level of average net
assets for the month plus out-of-pocket expenses.

5. SECURITY LENDING.

6. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $3,773,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $3,000 and $546,000, respectively, under these arrangements.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Hastings Street Trust and the Shareholders
of Fidelity Fund:

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Fund (a fund of Fidelity Hastings Street Trust) at June 30,
2000, and the results of its operations, the changes in its net assets
and the financial highlights for the periods indicated, in conformity
with accounting principles generally accepted in the United States.
These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the
Fidelity Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
auditing standards generally accepted in the United States which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation
of securities at June 30, 2000 by correspondence with the custodian
and brokers, provide a reasonable basis for the opinion expressed
above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
August 8, 2000

DISTRIBUTIONS

The Board of Trustees of Fidelity Fund voted to pay on August 7, 2000,
to shareholders of record at the opening of business on August 4,
2000, a distribution of $3.09 per share derived from capital gains
realized from sales of portfolio securities.

A total of 37% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

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

The fund will notify shareholders in January 2001 of amounts for use
in preparing 2000 income tax returns.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST(registered trademark))
1-800-544-5555

PRESS

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

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

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

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

INVESTMENT ADVISER
Fidelity Management &
Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Limited

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

ADVISORY BOARD
J. Michael Cook
Marie L. Knowles

* INDEPENDENT TRUSTEES

FID-ANN-0800 108522
1.705632.103

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
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Puritan(registered trademark) Fund
Real Estate Investment Portfolio
Utilities Fund

AUTOMATED LINE FOR QUICKEST SERVICE

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

FIDELITY(REGISTERED TRADEMARK)
GROWTH & INCOME II
PORTFOLIO

ANNUAL REPORT
JUNE 30, 2000

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 16 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 20 Notes to the financial
statements.

REPORT OF INDEPENDENT 25 The auditors' opinion.
ACCOUNTANTS

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

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

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

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

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.

FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-6666 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photograph 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 JUNE 30, 2000 PAST 1 YEAR LIFE OF FUND

FIDELITY GROWTH & INCOME II -1.17% 6.55%

S&P 500 7.25% 20.91%

Growth & Income Funds Average 2.15% n/a*

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, or since the fund
started on December 28, 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 500SM Index - a market
capitalization-weighted index of common stocks. To measure how the
fund's performance stacked up against its peers, you can compare it to
the growth and income funds average, which reflects the performance of
mutual funds with similar objectives tracked by Lipper Inc. The past
one year average represents a peer group of 1,007 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges. Lipper has created new comparison
categories that group funds according to portfolio characteristics and
capitalization, as well as by capitalization only. These averages are
listed on page 5 of this report.**

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED JUNE 30, 2000 PAST 1 YEAR LIFE OF FUND

FIDELITY GROWTH & INCOME II -1.17% 4.30%

S&P 500 7.25% 13.43%

Growth & Income Funds Average 2.15% n/a*

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.

* NOT AVAILABLE

$10,000 OVER LIFE OF FUND
Growth & Income II S&P 500
00361 SP001
1998/12/28 10000.00 10000.00
1998/12/31 10100.00 10031.66
1999/01/31 10290.00 10451.19
1999/02/28 10060.00 10126.36
1999/03/31 10360.00 10531.52
1999/04/30 10640.00 10939.40
1999/05/31 10340.00 10681.13
1999/06/30 10781.46 11273.93
1999/07/31 10400.35 10921.96
1999/08/31 10270.62 10867.89
1999/09/30 10088.51 10570.00
1999/10/31 10613.64 11238.87
1999/11/30 10674.23 11467.36
1999/12/31 10917.10 12142.79
2000/01/31 10492.15 11532.73
2000/02/29 10117.79 11314.42
2000/03/31 10867.86 12421.31
2000/04/30 10523.17 12047.55
2000/05/31 10320.41 11800.34
2000/06/30 10655.02 12091.21
IMATRL PRASUN SHR__CHT 20000630 20000720 122533 R00000000000022

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Growth & Income II Portfolio on December 28,
1998, when the fund started. As the chart shows, by June 30, 2000, the
value of the investment would have grown to $10,655 - a 6.55% 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
$12,091 - a 20.91% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

** THE LIPPER LARGE-CAP VALUE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER LARGE-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF JUNE 30, 2000, THE ONE YEAR
CUMULATIVE AND AVERAGE ANNUAL RETURNS FOR THE LIPPER LARGE-CAP VALUE
FUNDS AVERAGE WERE -0.93% AND -0.93%, RESPECTIVELY; AND THE ONE YEAR
CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR THE LIPPER LARGE-CAP
SUPERGROUP AVERAGE WERE 13.48% AND 13.48%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

If ever there was a one-year period
that investors could point to in support of
the merits of diversification, the 12
months ending June 30, 2000,
wouldn't be a bad place to start.
New economy technology stocks, the
performance darlings of six months
ago, were being trounced by
less-glamorous, old economy natural
resources and real estate issues by
the end of the period. The health
sector, which looked anything but
healthy in 1999, was the
top-performing sector through the
first half of 2000. And large-cap
growth stocks, which dominated
Wall Street a year ago, were looking
up - way up - at their small-cap
brethren. Yes, the past 12 months
were remarkably volatile. Investors
enjoyed record-setting highs in all
major U.S. stock market indexes,
and endured gut-wrenching
declines, including a 10-week, 33%
freefall in the NASDAQ Composite
Index. But still, when the dust settled
and the numbers tallied, most
indexes were in positive territory. The
tech-heavy NASDAQ index, despite
its travails in the spring, finished the
12-month period up 47.99%. The
broader-based Standard & Poor's
500SM
Index returned 7.25%, and the
Russell 2000(registered trademark) Index - a popular
measure of small-cap stock
performance - gained 14.32%. The
Dow Jones Industrial Average -
an index of 30 blue-chip stocks -
was not as fortunate, declining 3.30%
for the one-year period ending June
30, 2000.

(photograph of Louis Salemy)

An interview with Louis Salemy, Portfolio Manager of Fidelity Growth &
Income II Portfolio

Q. HOW DID THE FUND PERFORM, LOUIS?

A. Absolute and relative performance both were disappointing. For the
12 months that ended June 30, 2000, the fund returned -1.17%, compared
to 7.25% for the Standard & Poor's 500 Index and 2.15% for the growth
and income funds average tracked by Lipper Inc.

Q. WHY DID THE FUND UNDERPERFORM THE S&P 500?

A. Toward the end of 1999 and beginning of 2000, one of the primary
difficulties was an underweighting in the technology sector. This time
period witnessed a speculative bubble in technology shares that
finally burst in the spring of 2000, flattening many formerly
high-flying technology stocks that had little or no earnings. The
fund's emphasis on growth at a reasonable price prevented it from
owning many of the best-performing stocks during the tech run-up. On
the other hand, an overweighting in the finance sector, which faced a
stiff headwind in the form of higher interest rates, also undermined
performance. Stock selection in the finance sector hurt as well, as a
number of the fund's finance holdings detracted significantly from
performance.

Q. THE FEDERAL RESERVE BOARD RAISED SHORT-TERM INTEREST RATES FIVE
TIMES DURING THE PERIOD. WHY DID YOU CONTINUE TO OVERWEIGHT FINANCE
STOCKS, WHICH TEND TO DO POORLY WHEN RATES RISE?

A. Most of the overweighting was accounted for by two mortgage loan
providers: Fannie Mae and Freddie Mac. These government-sponsored
enterprises (GSEs) normally tend to be less sensitive to rising
interest rates than banks, which I underweighted. Although the share
prices of these two holdings did poorly during the period, they did
not accurately reflect the earnings outlook, which remained excellent.
Unfortunately, the herd instinct took over, and investors appeared to
lump Fannie and Freddie in with the rate-sensitive segments of the
finance sector. Since the spring correction, investors have seemed
more willing to evaluate stocks on the basis of earnings and other
fundamental factors, so I am hopeful that Fannie's and Freddie's
merits will become more widely appreciated.

Q. WHAT STOCKS DID WELL FOR THE FUND?

A. Intel was one of the better performers. The stock firmed because of
a shortage of microprocessors and expectations of improving personal
computer demand in the second half of 2000. Intel also manufactures
memory components for the cellular phone market, which experienced
robust growth during the period. Cisco Systems was another technology
standout, based on its dominant share of the market for routers used
in the Internet build-out. Drug giant Eli Lilly also performed well.
The company had a very successful test of Zovant, a new drug for
testing sepsis, or blood poisoning. In addition, Lilly benefited from
greater investor interest in drug stocks, which are thought to offer
relatively stable earnings streams in a slowing economy.

Q. IN ADDITION TO FANNIE MAE AND FREDDIE MAC, WHAT OTHER STOCKS WERE
DISAPPOINTING?

A. Associates First, mentioned as a disappointment six months ago, was
the biggest detractor during this period. Although the fundamental
outlook for the stock changed only marginally for the worse, investors
punished it because of the unfriendly climate created by rising
interest rates.

Q. WHAT'S YOUR OUTLOOK, LOUIS?

A. Higher interest rates have begun to slow the economy, and I believe
that more slowing can be expected over the next six to 12 months, as
the Federal Reserve Board's series of interest-rate hikes percolates
through the economy. While a slowing economy should alleviate concerns
about inflation, it might also create a lot more earnings risk. With
valuations relatively high, we will probably continue to see stocks
punished severely when a company fails to meet earnings estimates.
Investing in stocks with attractive growth prospects at reasonable
prices is the fund's overall strategy, but finding companies that can
deliver stable earnings growth under a variety of economic conditions
also will be important in the period just ahead.

(checkmark)FUND FACTS

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

FUND NUMBER: 361

TRADING SYMBOL: FGRTX

START DATE: December 28,
1998

SIZE: as of June 30, 2000,
more than $174 million

MANAGER: Louis Salemy, since
inception; manager, Fidelity
VIP III: Growth & Income
Portfolio, since 1998; several
Fidelity Select Portfolios,
1992-1998; joined Fidelity
in 1992

LOUIS SALEMY ON
DEFENSIVE MARKET SECTORS:

"Choosing defensive sectors -
that is, sectors of the market that
tend to outperform the overall market
during unfavorable economic periods
- used to be more straightforward
than it is now. For example, consumer
nondurables was considered a fairly
reliable defensive sector. But a lot of
companies in that sector have recently
run into difficulty in maintaining
top-line, or revenue, growth. Although
many of them had sluggish U.S. sales,
they could usually count on robust
growth abroad. That's not been the
case lately. Many overseas markets
appear to be saturated, leaving
consumer nondurables companies
with fewer options for jump-starting
sales.

"Another traditional defensive
sector is health, especially the
large-capitalization drug stocks.
And although it's true that demand
for drugs tends to be relatively
stable, a lot of a drug company's
future growth depends on a healthy
pipeline of new drugs. At the moment,
though, there are relatively few
companies with attractive pipelines.
Overall, then, there are fewer sectors
in which to put `defensive' money."

INVESTMENT CHANGES

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

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

Microsoft Corp. 4.3 6.5

Exxon Mobil Corp. 4.2 4.6

Fannie Mae 3.9 4.1

Intel Corp. 3.8 1.7

Cisco Systems, Inc. 3.7 2.6

Freddie Mac 3.4 3.4

Eli Lilly & Co. 3.1 1.9

General Electric Co. 2.6 2.5

SBC Communications, Inc. 2.6 2.5

Wal-Mart Stores, Inc. 2.5 2.1

34.1 31.9

TOP FIVE MARKET SECTORS AS OF
JUNE 30, 2000

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

Technology 23.2 20.9

Finance 18.2 18.1

Utilities 10.0 8.5

Health 7.0 12.3

Energy 6.1 7.0

</TABLE>

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

AS OF JUNE 30, 2000 * AS OF DECEMBER 31, 1999 **

Stocks and Equity Futures 90.2% Stocks 93.2%

Short-Term Investments and Short-Term Investments and
Net Other Assets 9.8% Net Other Assets 6.8%

* FOREIGN INVESTMENTS 6.2% ** FOREIGN INVESTMENTS 4.5%

Row: 1, Col: 1, Value: 90.2 Row: 1, Col: 1, Value: 93.2
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 9.800000000000001 Row: 1, Col: 8, Value: 6.8

</TABLE>

INVESTMENTS JUNE 30, 2000

Showing Percentage of Net Assets

COMMON STOCKS - 88.1%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.6%

Boeing Co. 25,800 $ 1,078,762

BASIC INDUSTRIES - 0.5%

PACKAGING & CONTAINERS - 0.5%

Ball Corp. 24,749 796,608

CONSTRUCTION & REAL ESTATE -
1.2%

REAL ESTATE INVESTMENT TRUSTS
- 1.2%

Equity Office Properties Trust 37,510 1,033,869

Equity Residential Properties 22,630 1,040,980
Trust (SBI)

2,074,849

DURABLES - 1.8%

CONSUMER DURABLES - 0.8%

Minnesota Mining & 16,900 1,394,250
Manufacturing Co.

CONSUMER ELECTRONICS - 1.0%

General Motors Corp. Class H 19,900 1,746,225
(a)

TOTAL DURABLES 3,140,475

ENERGY - 6.1%

ENERGY SERVICES - 0.8%

Schlumberger Ltd. (NY Shares) 17,600 1,313,400

OIL & GAS - 5.3%

BP Amoco PLC sponsored ADR 33,058 1,869,843

Exxon Mobil Corp. 94,146 7,390,461

9,260,304

TOTAL ENERGY 10,573,704

FINANCE - 18.2%

BANKS - 4.2%

Bank of New York Co., Inc. 76,390 3,552,135

Mellon Financial Corp. 45,100 1,643,331

Wachovia Corp. 38,600 2,094,050

7,289,516

CREDIT & OTHER FINANCE - 3.7%

American Express Co. 42,500 2,215,313

Associates First Capital 193,990 4,328,402
Corp. Class A

6,543,715

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

FEDERAL SPONSORED CREDIT - 7.3%

Fannie Mae 130,690 $ 6,820,384

Freddie Mac 145,330 5,885,865

12,706,249

INSURANCE - 0.9%

American International Group, 10,887 1,279,223
Inc.

PMI Group, Inc. 6,800 323,000

1,602,223

SECURITIES INDUSTRY - 2.1%

Charles Schwab Corp. 31,050 1,044,056

Merrill Lynch & Co., Inc. 9,700 1,115,500

Morgan Stanley Dean Witter & 18,100 1,506,825
Co.

3,666,381

TOTAL FINANCE 31,808,084

HEALTH - 7.0%

DRUGS & PHARMACEUTICALS - 6.4%

Allergan, Inc. 12,900 961,050

Bristol-Myers Squibb Co. 63,640 3,707,030

Eli Lilly & Co. 55,000 5,493,125

Merck & Co., Inc. 12,960 993,060

11,154,265

MEDICAL EQUIPMENT & SUPPLIES
- 0.6%

Baxter International, Inc. 15,580 1,095,469

TOTAL HEALTH 12,249,734

INDUSTRIAL MACHINERY &
EQUIPMENT - 4.5%

ELECTRICAL EQUIPMENT - 2.6%

General Electric Co. 85,320 4,521,960

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.9%

Caterpillar, Inc. 20,600 697,825

Ingersoll-Rand Co. 18,840 758,310

Tyco International Ltd. 37,960 1,798,355

3,254,490

TOTAL INDUSTRIAL MACHINERY & 7,776,450
EQUIPMENT

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - 5.8%

BROADCASTING - 4.0%

Comcast Corp. Class A 32,800 $ 1,328,400
(special) (a)

EchoStar Communications Corp. 46,700 1,546,208
Class A (a)

Infinity Broadcasting Corp. 58,187 2,120,189
Class A (a)

Pegasus Communications Corp. 40,700 1,996,844
(a)

6,991,641

ENTERTAINMENT - 0.7%

Walt Disney Co. 31,000 1,203,188

PUBLISHING - 1.1%

McGraw-Hill Companies, Inc. 36,500 1,971,000

TOTAL MEDIA & LEISURE 10,165,829

NONDURABLES - 3.4%

FOODS - 1.1%

Bestfoods 23,730 1,643,303

Nabisco Holdings Corp. Class A 6,200 325,500

1,968,803

HOUSEHOLD PRODUCTS - 0.2%

Procter & Gamble Co. 5,740 328,615

TOBACCO - 2.1%

Philip Morris Companies, Inc. 134,030 3,560,172

TOTAL NONDURABLES 5,857,590

RETAIL & WHOLESALE - 5.6%

DRUG STORES - 0.9%

Walgreen Co. 45,900 1,477,406

GENERAL MERCHANDISE STORES -
2.5%

Wal-Mart Stores, Inc. 76,820 4,426,753

RETAIL & WHOLESALE,
MISCELLANEOUS - 2.2%

Bed Bath & Beyond, Inc. (a) 33,290 1,206,763

Home Depot, Inc. 53,235 2,658,423

3,865,186

TOTAL RETAIL & WHOLESALE 9,769,345

SERVICES - 0.2%

ADVERTISING - 0.2%

Omnicom Group, Inc. 5,000 445,313

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - 23.2%

COMMUNICATIONS EQUIPMENT - 6.5%

Cisco Systems, Inc. (a) 101,800 $ 6,470,663

Lucent Technologies, Inc. 10,300 610,275

Nokia AB sponsored ADR 37,100 1,852,681

Nortel Networks Corp. 35,100 2,434,833

11,368,452

COMPUTER SERVICES & SOFTWARE
- 6.8%

Adobe Systems, Inc. 7,600 988,000

IMS Health, Inc. 84,680 1,524,240

Intuit, Inc. (a) 14,200 587,525

Microsoft Corp. (a) 93,800 7,503,994

VERITAS Software Corp. (a) 10,500 1,186,664

11,790,423

COMPUTERS & OFFICE EQUIPMENT
- 3.9%

Compaq Computer Corp. 89,800 2,295,513

EMC Corp. (a) 35,480 2,729,743

Pitney Bowes, Inc. 42,900 1,716,000

6,741,256

ELECTRONICS - 6.0%

Intel Corp. 49,180 6,574,751

LSI Logic Corp. (a) 12,900 698,213

Micron Technology, Inc. (a) 11,600 1,021,525

Texas Instruments, Inc. 32,200 2,211,738

10,506,227

TOTAL TECHNOLOGY 40,406,358

UTILITIES - 10.0%

CELLULAR - 3.6%

Nextel Communications, Inc. 53,300 3,261,294
Class A (a)

Vodafone AirTouch PLC 74,700 3,095,381
sponsored ADR

6,356,675

ELECTRIC UTILITY - 0.5%

IPALCO Enterprises, Inc. 43,100 867,388

TELEPHONE SERVICES - 5.9%

Allegiance Telecom, Inc. (a) 17,000 1,088,000

AT&T Corp. 33,510 1,059,754

BellSouth Corp. 35,330 1,505,941

NEXTLINK Communications, Inc. 29,000 1,100,188
Class A

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Qwest Communications 19,600 $ 973,875
International, Inc. (a)

SBC Communications, Inc. 103,690 4,484,593

10,212,351

TOTAL UTILITIES 17,436,414

TOTAL COMMON STOCKS 153,579,515
(Cost $149,770,001)

U.S. TREASURY OBLIGATIONS -
0.1%

PRINCIPAL AMOUNT

U.S. Treasury Bills, yield at $ 200,000 198,595
date of purchase 5.59%
8/17/00 (c) (Cost $198,520)

CASH EQUIVALENTS - 12.1%

Central Cash Collateral Fund, 837,900 837,900
6.71% (b)

Taxable Central Cash Fund, 20,339,641 20,339,641
6.59% (b)

TOTAL CASH EQUIVALENTS 21,177,541
(Cost $21,177,541)

TOTAL INVESTMENT PORTFOLIO - 174,955,651
100.3%
(Cost $171,146,062)

NET OTHER ASSETS - (0.3)% (584,136)

NET ASSETS - 100% $ 174,371,515

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

EXPIRATION DATE UNDERLYING FACE AMOUNT AT VALUE UNREALIZED GAIN/LOSS

PURCHASED

10 S&P 500 Stock Index Sept. 2000 $ 3,670,250 $ 29,515
Contracts

THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF NET ASSETS - 2.1%

</TABLE>

LEGEND

(a) Non-income producing

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

(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 $198,595.

INCOME TAX INFORMATION

At June 30, 2000, the aggregate cost of investment securities for
income tax purposes was $171,437,968. Net unrealized appreciation
aggregated $3,517,683, of which $22,233,938 related to appreciated
investment securities and $18,716,255 related to depreciated
investment securities.

At June 30, 2000, the fund had a capital loss carryforward of
approximately $213,000 all of which will expire on June 30, 2008.

A total of 5.79% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax. The fund will notify
shareholders in January 2001 of amounts for use in preparing 2000
income tax returns (unaudited).

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2000

ASSETS

Investment in securities, at $ 174,955,651
value (cost $171,146,062) -
See accompanying schedule

Receivable for investments 1,379,008
sold

Receivable for fund shares 71,296
sold

Dividends receivable 143,022

Interest receivable 93,464

Receivable for daily 25,250
variation on futures
contracts

TOTAL ASSETS 176,667,691

LIABILITIES

Payable for investments $ 847,440
purchased

Payable for fund shares 474,742
redeemed

Accrued management fee 69,845

Other payables and accrued 66,249
expenses

Collateral on securities 837,900
loaned, at value

TOTAL LIABILITIES 2,296,176

NET ASSETS $ 174,371,515

Net Assets consist of:

Paid in capital $ 171,002,723

Undistributed net investment 64,491
income

Accumulated undistributed net (534,803)
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 3,839,104
(depreciation) on investments

NET ASSETS, for 16,627,643 $ 174,371,515
shares outstanding

NET ASSET VALUE, offering $10.49
price and redemption price
per share ($174,371,515
(divided by) 16,627,643
shares)

STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 2000

INVESTMENT INCOME $ 2,356,161
Dividends

Interest 1,045,132

Security lending 14,993

TOTAL INCOME 3,416,286

EXPENSES

Management fee $ 976,762

Transfer agent fees 597,750

Accounting and security 84,510
lending fees

Non-interested trustees' 611
compensation

Custodian fees and expenses 14,248

Registration fees 44,099

Audit 24,381

Legal 1,853

Miscellaneous 448

Total expenses before 1,744,662
reductions

Expense reductions (24,062) 1,720,600

NET INVESTMENT INCOME 1,695,686

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

Investment securities (495,385)

Foreign currency transactions 1,755

Futures contracts 189,465 (304,165)

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (4,375,034)

Futures contracts 29,515 (4,345,519)

NET GAIN (LOSS) (4,649,684)

NET INCREASE (DECREASE) IN $ (2,953,998)
NET ASSETS RESULTING FROM
OPERATIONS

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

YEAR ENDED JUNE 30, 2000 DECEMBER 28, 1998
(COMMENCEMENT OF OPERATIONS)
TO JUNE 30, 1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 1,695,686 $ 403,866
income

Net realized gain (loss) (304,165) 943,152

Change in net unrealized (4,345,519) 8,184,623
appreciation (depreciation)

NET INCREASE (DECREASE) IN (2,953,998) 9,531,641
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (1,538,118) (403,866)
From net investment income

In excess of net investment - (184,623)
income

From net realized gain (758,529) -

In excess of net realized (270,180) -
gain

TOTAL DISTRIBUTIONS (2,566,827) (588,489)

Share transactions Net 128,959,113 234,891,043
proceeds from sales of shares

Reinvestment of distributions 2,446,237 561,168

Cost of shares redeemed (167,802,239) (28,106,134)

NET INCREASE (DECREASE) IN (36,396,889) 207,346,077
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) (41,917,714) 216,289,229
IN NET ASSETS

NET ASSETS

Beginning of period 216,289,229 -

End of period (including $ 174,371,515 $ 216,289,229
undistributed net investment
income of $64,491 and $0,
respectively)

OTHER INFORMATION
Shares

Sold 12,421,135 22,753,650

Issued in reinvestment of 239,174 54,748
distributions

Redeemed (16,146,640) (2,694,424)

Net increase (decrease) (3,486,331) 20,113,974

</TABLE>

FINANCIAL HIGHLIGHTS

YEARS ENDED JUNE 30, 2000 1999 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 10.75 $ 10.00
period

Income from Investment
Operations

Net investment income D .09 .03

Net realized and unrealized (.22) .75
gain (loss)

Total from investment (.13) .78
operations

Less Distributions

From net investment income (.08) (.02)

In excess of net investment - (.01)
income

From net realized gain (.04) -

In excess of net realized gain (.01) -

Total distributions (.13) (.03)

Net asset value, end of period $ 10.49 $ 10.75

TOTAL RETURN B, C (1.17)% 7.81%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 174,372 $ 216,289
(000 omitted)

Ratio of expenses to average .85% 1.14% A
net assets

Ratio of expenses to average .84% F 1.12% A, F
net assets after expense
reductions

Ratio of net investment .83% .62% A
income to average net assets

Portfolio turnover rate 59% 59% A

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD DECEMBER 28, 1998 (COMMENCEMENT OF OPERATIONS) TO
JUNE 30, 1999.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.

NOTES TO FINANCIAL STATEMENTS
For the period ended June 30, 2000

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:

Trustees. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange) are valued primarily using dealer-supplied valuations or at
their fair value. Short-term securities with remaining maturities of
sixty days or less for which quotations are not readily available are
valued at amortized cost or original cost plus accrued interest, both
of which approximate current value.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

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

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

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

2. OPERATING POLICIES.

2. OPERATING POLICIES - CONTINUED

FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock and bond markets and to fluctuations in interest
rates and currency values. 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 $109,418,332 and $146,972,206, respectively, of which U.S.
government and government agency obligations aggregated $494,244 and
$300,000, respectively.

The market value of futures contracts opened and closed during the
period amounted to $12,176,701 and $8,725,431, 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 .2167% 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 annual rate of .48% of average net assets.

5. SECURITY LENDING.

6. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $24,036 under this arrangement.

In addition, through an arrangement with the fund's custodian, credits
realized as a result of uninvested cash balances were used to reduce a
portion of the fund's expenses. During the period, the fund's
custodian fees were reduced by $26 under this arrangement.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Hastings Street Trust and the Shareholders
of Fidelity Growth & Income II Portfolio:

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Growth & Income II Portfolio (a fund of Fidelity Hastings
Street Trust) at June 30, 2000, and the results of its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with accounting principles generally accepted
in the United States. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Fidelity Growth & Income II Portfolio's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these financial statements in accordance with auditing standards
generally accepted in the United States which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included
confirmation of securities at June 30, 2000 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion
expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
August 8, 2000

MANAGING YOUR INVESTMENTS

BY PHONE

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PRESS

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(LETTER_GRAPHIC)FOR NON-RETIREMENT
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Fidelity Investments
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Attn: Redemptions - CP6I
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(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

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SELLING SHARES

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

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

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Merrimack, NH 03054-0500

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For directions and hours,
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NORTH CAROLINA

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INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc.
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(Far East) Inc.
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OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Richard A. Spillane Jr., Vice President
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Michael Cook
Marie L. Knowles

* INDEPENDENT TRUSTEES

GII-ANN-0800 108524
1.723705.101

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
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