FIDELITY FINANCIAL TRUST, N-30D, 1999-07-21

FIDELITY FINANCIAL TRUST
N-30D, 1999-07-21

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FIDELITY
CONVERTIBLE SECURITIES
FUND

SEMIANNUAL REPORT
MAY 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 26 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 30 Footnotes to the financial
statements.

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

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

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

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION
OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS
IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY,
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-8888 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

After its first-ever close above 11,000 on the first trading day of
May, the Dow Jones Industrial Average dropped over 450 points by
month's end. The Federal Reserve Board's shift in bias toward raising
rates to ward off inflation contributed to the decline. Government
securities followed a similar path during May, as expectations of an
eventual boost in interest rates drove the price of the bellwether
30-year Treasury consistently downwards.

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

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

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

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

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

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

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

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

PERIODS ENDED MAY 31, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CONVERTIBLE SECURITIES 15.24% 9.77% 105.75% 313.08%

ML All US Convertible 15.57% 11.29% 102.98% 246.72%
Securities

Convertible Securities Funds 10.62% 5.21% 83.38% 195.69%
Average

</TABLE>

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or 10 years. For example, if you had invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare the fund's returns to the performance
of the Merrill Lynch All U.S. Convertible Securities Index - a market
capitalization-weighted index of domestic corporate convertible
securities. To measure how the fund's performance stacked up against
its peers, you can compare it to the convertible securities funds
average, which reflects the performance of mutual funds with similar
objectives tracked by Lipper Inc. The past six months average
represents a peer group of 63 mutual funds. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED MAY 31, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CONVERTIBLE SECURITIES 9.77% 15.52% 15.24%

ML All US Convertible 11.29% 15.21% 13.24%
Securities

Convertible Securities Funds 5.21% 12.70% 11.09%
Average

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a different figure than that
obtained by averaging the cumulative total returns and annualizing the
result.)

$10,000 OVER 10 YEARS
Convertible Securities ML All Conv. Sec. Index
00308 ML014
1989/05/31 10000.00 10000.00
1989/06/30 10080.31 10007.25
1989/07/31 10533.97 10227.54
1989/08/31 10878.75 10471.11
1989/09/30 10887.82 10415.45
1989/10/31 10667.49 10063.42
1989/11/30 10841.92 10136.12
1989/12/31 10975.51 10160.92
1990/01/31 10568.66 9769.59
1990/02/28 10691.66 9870.12
1990/03/31 10901.58 10051.95
1990/04/30 10815.37 9872.82
1990/05/31 11246.45 10375.98
1990/06/30 11372.02 10392.17
1990/07/31 11294.46 10236.82
1990/08/31 10547.96 9569.71
1990/09/30 10027.44 9187.15
1990/10/31 9831.01 8734.42
1990/11/30 10341.72 9224.09
1990/12/31 10657.86 9450.45
1991/01/31 11318.34 9934.72
1991/02/28 12048.88 10719.24
1991/03/31 12369.23 11015.10
1991/04/30 12510.94 11191.20
1991/05/31 12936.07 11548.45
1991/06/30 12690.45 11231.68
1991/07/31 13202.16 11495.66
1991/08/31 13703.64 11877.71
1991/09/30 13932.39 11899.47
1991/10/31 14532.30 12095.30
1991/11/30 13911.70 11922.75
1991/12/31 14786.44 12511.09
1992/01/31 15532.79 13072.45
1992/02/29 16041.17 13430.88
1992/03/31 15770.65 13346.38
1992/04/30 15901.71 13529.05
1992/05/31 16207.51 13768.41
1992/06/30 16110.81 13606.31
1992/07/31 16551.90 14041.66
1992/08/31 16232.10 14006.24
1992/09/30 16618.79 14296.03
1992/10/31 17008.38 14333.14
1992/11/30 17553.80 14739.82
1992/12/31 18042.34 15189.17
1993/01/31 18645.69 15679.35
1993/02/28 18320.81 15795.23
1993/03/31 19232.51 16397.57
1993/04/30 19408.31 16302.94
1993/05/31 19888.83 16675.72
1993/06/30 19866.06 16785.02
1993/07/31 20067.21 16847.43
1993/08/31 20540.49 17321.92
1993/09/30 20779.11 17493.46
1993/10/31 21256.79 17923.25
1993/11/30 21053.78 17675.13
1993/12/31 21251.69 17944.51
1994/01/31 21781.37 18412.75
1994/02/28 21432.55 18179.81
1994/03/31 20494.38 17428.86
1994/04/30 20154.76 17086.95
1994/05/31 20076.39 17081.56
1994/06/30 20061.28 16888.42
1994/07/31 20418.57 17188.16
1994/08/31 21503.68 17632.79
1994/09/30 21369.37 17407.61
1994/10/31 21503.35 17469.01
1994/11/30 20940.64 16935.48
1994/12/31 20878.53 16867.67
1995/01/31 20878.53 16988.78
1995/02/28 21313.50 17519.78
1995/03/31 21943.35 17995.45
1995/04/30 22437.70 18370.92
1995/05/31 22684.87 18878.13
1995/06/30 23252.28 19522.48
1995/07/31 23862.36 20182.85
1995/08/31 24139.67 20478.54
1995/09/30 24597.86 20744.88
1995/10/31 23996.20 20180.82
1995/11/30 24709.79 20954.88
1995/12/31 24924.90 21032.30
1996/01/31 25432.37 21680.86
1996/02/29 26044.65 22170.53
1996/03/31 26377.65 22401.96
1996/04/30 26995.64 22818.42
1996/05/31 27432.76 23322.76
1996/06/30 27129.33 22977.31
1996/07/31 25850.51 21998.48
1996/08/31 26566.04 22846.93
1996/09/30 27145.96 23476.09
1996/10/31 27468.94 23759.13
1996/11/30 28668.59 24561.86
1996/12/31 28675.10 24381.38
1997/01/31 29605.89 25091.84
1997/02/28 29050.68 24998.23
1997/03/31 28042.34 24461.84
1997/04/30 28438.70 24684.15
1997/05/31 30090.19 25936.24
1997/06/30 30989.09 26749.94
1997/07/31 32558.58 28276.97
1997/08/31 32408.31 28123.81
1997/09/30 34570.37 29423.97
1997/10/31 32787.17 28857.22
1997/11/30 32921.76 28913.05
1997/12/31 32820.74 29151.72
1998/01/31 33592.25 29241.46
1998/02/28 36170.48 30536.22
1998/03/31 37972.99 31658.94
1998/04/30 38655.82 31857.64
1998/05/31 37631.57 31153.92
1998/06/30 38224.34 31417.05
1998/07/31 37842.48 30918.11
1998/08/31 31885.44 27365.61
1998/09/30 32935.56 27911.78
1998/10/31 34322.32 28632.71
1998/11/30 35843.90 30000.34
1998/12/31 38165.09 31755.59
1999/01/31 39486.87 33322.09
1999/02/28 37603.59 32157.88
1999/03/31 39825.81 33488.57
1999/04/30 41579.15 34847.94
1999/05/28 41307.80 34672.01
IMATRL PRASUN SHR__CHT 19990531 19990611 104222 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Convertible Securities Fund on May 31, 1989. As
the chart shows, by May 31, 1999, the value of the investment would
have grown to $41,308 - a 313.08% increase on the initial investment.
For comparison, look at how the Merrill Lynch All U.S. Convertible
Securities Index did over the same period. With dividends and capital
gains, if any, reinvested, the same $10,000 would have grown to
$34,672 - a 246.72% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

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

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

With the Federal Reserve Board's
shift in bias toward raising interest
rates to combat inflation, U.S.
equity markets stalled - at least
temporarily - toward the tail end
of the six-month period ending May
31, 1999. Just six months earlier, it
was the Fed's willingness to lower
rates that helped U.S. stock markets
shrug off the ill effects of worldwide
economic doldrums, spurring a
continuation of their bullish
performance into the spring. For the
six-month period, the Dow Jones
Industrial Average - an index of
30 blue-chip stocks - returned
16.75%. The tech-heavy NASDAQ
Index rose 26.93% for the period,
while the Standard & Poor's 500
Index - a popular performance
measure of U.S. stock markets -
returned 12.61%. For the month of
May itself, however, the returns for
all three indexes were in negative
territory, testament to the inflation
concerns of anxious investors. The
later stages of the period also were
characterized by a rotation out of
the recently favored large-cap growth
stocks, and into the smaller,
economically sensitive cyclical and
value stocks. What's more, the
previously beleaguered Russell
2000 Index - a popular
performance measure of
small-capitalization stocks -
demonstrated renewed strength,
soundly outperforming the S&P 500
during the last three months of the
period by a count of 12.28% to
5.48%.

(photograph of David Felman)

An interview with David Felman, Portfolio Manager of Fidelity
Convertible Securities Fund

Q. HOW DID THE FUND PERFORM, DAVID?

A. The fund marginally lagged the 15.57% return for the Merrill Lynch
All U.S. Convertible Securities Index. Yet, fund performance was
strong with a 15.24% total return for the six months that ended May
31, 1999. During the same time, the convertible securities funds
average tracked by Lipper Inc. returned 10.62%. For the 12 months that
ended May 31, 1999, the fund returned 9.77%. In comparison, the
Merrill Lynch All U.S. Convertible Securities Index and the Lipper
convertible securities funds average returned 11.29% and 5.21%,
respectively.

Q. WHAT FACTORS CAUSED THE FUND TO SIGNIFICANTLY OUTPACE THE LIPPER
AVERAGE, YET UNDERPERFORM THE MERRILL LYNCH INDEX?

A. Fund performance benefited from an overweighted asset allocation in
the telecommunications and energy sectors, which performed very well
during the period. There were also a number of holdings in the basic
industries sectors, such as metals, chemicals, and packaging &
containers, that provided strong results. Relative to the index, the
slight lag in performance can be attributed to the fund's
underweighted position in the Internet sector, combined with poor
results from a number of holdings across a range of industries. I'll
discuss the specific securities that hurt performance later in the
interview.

Q. WHY WAS THE FUND UNDERWEIGHTED IN THE TOP-PERFORMING INTERNET
STOCKS?

A. I felt that many Internet stocks and the overall sector were
characterized by excessive speculation and hype. While I did dabble in
a few Internet holdings that did very well for the fund, Internet
optimism resulted in stock valuations that seemed excessive given
existing business prospects. I'm a careful stock picker in this sector
in the near term because of high valuations, a tremendously
competitive business environment and the threat of tighter monetary
policy at the Federal Reserve.

Q. WHAT SPECIFIC HOLDINGS HELPED THE FUND'S PERFORMANCE?

A. In the telecommunications sector, holdings such as Global
TeleSystems and WinStar performed well. Global TeleSystems, a European
telecommunications company, benefited from its dominant position as a
long-distance call provider and its valuable network infrastructure.
Shares of WinStar Communications appreciated as the telecommunications
sector continued to display favorable long-term growth potential.
Another boost to total return came from cable operator MediaOne.
Shares of MediaOne rallied dramatically as investor confidence in the
company's high-speed Internet access capabilities increased and after
its merger agreement with AT&T was announced.

Q. WHICH SECURITIES WERE THE PRIMARY DETRACTORS FROM TOTAL RETURN?

A. Aerospace and information systems company Orbital Sciences was a
significant detractor from performance during the period. Shares in
Orbital Sciences were hammered after the company announced its
earnings would fall below expectations. In spite of this disappointing
news, I'm optimistic about the company's product line and future
business prospects. Another detractor from performance was
Federal-Mogul. This global automotive parts manufacturer was hurt by
concerns over weakness in overseas markets and the perception that the
company was planning acquisitions that could dilute future earnings.

Q. WHAT'S YOUR OUTLOOK FOR THE FUND?

A. One of the measurements I monitor very closely in managing the fund
is volatility compared to the benchmark index. The portfolio's
volatility has been reduced somewhat - meaning the fund's assets are
positioned closer to the index in terms of its volatility and risk.
The fund's neutral position is more conservative compared to the asset
allocation a year ago for a few reasons. First, I started to become
more defensive toward the end of last year in light of uncertainties
in the global economy. Second, more recently, I became concerned about
what I saw as a high level of market speculation. Finally, I feared
the threat of tighter monetary policy to combat potential inflation in
the robust U.S. economy could have a negative impact on stock
valuations.

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.

NOTE TO SHAREHOLDERS:
Effective August 2, 1999, Beso Sikharulidze will become Portfolio
Manager of Fidelity Convertible Securities Fund.

(checkmark)FUND FACTS

GOAL: to provide high total
return through a combination
of current income and capital
appreciation by investing
mainly in securities that are
convertible into common
stock

FUND NUMBER: 308

TRADING SYMBOL: FCVSX

START DATE: January 5, 1987

SIZE: as of May 31, 1999,
more than $1.0 billion

MANAGER: David Felman, since
1997; manager, Fidelity Select
Telecommunications Portfolio,
1994-1996; Fidelity Select
Chemicals Portfolio, 1995;
joined Fidelity in 1993

DAVID FELMAN ON THE INTERNET'S
IMPACT ON THE CONVERTIBLE
SECURITIES MARKET:

"When an industry's stock valuations
increase dramatically, companies
can issue convertible securities at
lower costs than issuing bonds.
That's what we've seen lately with
Internet stocks. As the prices for
Internet stocks appreciated, many of
these companies issued new
convertible securities. As a result,
Internet stocks now represent
approximately 8% of the convertible
securities market. Such a large
percentage of the index represented
by one industry can make it difficult
to manage the fund's performance
relative to its index and Lipper
peer group.

"For example, despite the Internet
sector's questionable earnings
prospects and high valuations, the
fund slightly underperformed the
index because it did not approach
the full weighting of Internet stocks
present in the index. This type of
development tends to prompt
convertible securities fund
managers to increase their exposure
to the dominant sector in an effort to
minimize the chances of
underperforming the index
regardless of the sector's investment
merits. A speculative environment
of this sort can lead to a
broad-based setback if investors
are forced to revise their
assumptions that strong
fundamentals, high valuations, low
inflation and interest rates will
persist indefinitely."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN INVESTMENTS AS OF MAY
31, 1999

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

MediaOne Group, Inc. Class D 3.8 1.8
$2.25

MediaOne Group, Inc. 3.1 0.0
(AirTouch Communications,
Inc.) $3.63 PIES

Houston Industries, Inc. 2.6 3.0
(Time Warner) $3.216 ACES

Sealed Air Corp. Series A, 2.0 1.8
$2.00

Premier Parks, Inc. $4.05 PIES 1.9 1.5

Tosco Financing Trust $2.875 1.9 2.0

Federal-Mogul Financing Trust 1.7 2.6
$3.50

Hewlett-Packard Co. 0% 10/14/17 1.7 0.0

Union Pacific Capital Trust 1.6 0.5
$3.125

Xerox Corp. 0.57% 4/21/18 1.4 1.4

TOP FIVE MARKET SECTORS AS OF
MAY 31, 1999

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

TECHNOLOGY 16.3 21.5

MEDIA & LEISURE 14.6 7.6

ENERGY 11.7 4.1

FINANCE 10.0 10.0

UTILITIES 9.4 16.7

</TABLE>

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

AS OF MAY 31, 1999 * AS OF NOVEMBER 30, 1998 **

Convertible Securities 68.1% Convertible Securities 77.8%

Stocks 20.4% Stocks 9.9%

Nonconvertible Bonds 0.7% Nonconvertible Bonds 1.0%

Short-Term Investments 10.8% Short-Term Investments 11.3%

* FOREIGN INVESTMENTS 4.3% ** FOREIGN INVESTMENTS 5.8%

Row: 1, Col: 1, Value: 68.09999999999999 Row: 1, Col: 1, Value: 77.8
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 20.4 Row: 1, Col: 3, Value: 9.9
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.7000000000000001 Row: 1, Col: 5, Value: 1.0
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: 10.8 Row: 1, Col: 8, Value: 11.3
</TABLE>

INVESTMENTS MAY 31, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CORPORATE BONDS - 35.8%

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

CONVERTIBLE BONDS - 35.1%

AEROSPACE & DEFENSE - 2.9%

Kellstrom Industries, Inc.:

5.5% 6/15/03 B3 $ 5,245 $ 4,222

5.75% 10/15/02 (e) B3 1,500 1,313

5.75% 10/15/02 B3 2,350 2,056

Orbital Sciences Corp.:

5% 10/1/02 (e) B2 12,200 12,719

5% 10/1/02 B+ 9,570 9,977

30,287

BASIC INDUSTRIES - 0.9%

PAPER & FOREST PRODUCTS - 0.9%

Metsa-Serla Oyj:

4.375% 10/15/02 (e) - 8,000 7,680

4.375% 10/15/02 - 2,000 1,940

9,620

CONSTRUCTION & REAL ESTATE -
0.7%

CONSTRUCTION - 0.7%

Lennar Corp. 0% 7/29/18 Ba1 16,650 7,243

ENERGY - 2.3%

ENERGY SERVICES - 2.3%

Baker Hughes, Inc. 0% 5/5/08 A2 14,500 10,748

Diamond Offshore Drilling, Baa2 2,500 2,488
Inc. 3.75% 2/15/07

Nabors Industries, Inc. 5% Baa1 6,666 7,674
5/15/06

Pride International, Inc. 0% B2 11,000 3,369
4/24/18

24,279

FINANCE - 2.6%

CREDIT & OTHER FINANCE - 0.4%

Elan Finance Corp. Ltd. 0% Baa3 8,200 4,182
12/14/18 liquid yield option
notes (e)

CORPORATE BONDS - CONTINUED

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

CONVERTIBLE BONDS - CONTINUED

FINANCE - CONTINUED

INSURANCE - 2.2%

Berkshire Hathaway, Inc. 1% Aaa $ 4,540 $ 8,944
12/2/01

Loews Corp. 3.125% 9/15/07 A2 18,000 14,614

23,558

TOTAL FINANCE 27,740

HEALTH - 3.2%

DRUGS & PHARMACEUTICALS - 3.2%

Alpharma, Inc.:

3% 6/1/06 (e) B 3,000 3,000

5.75% 4/1/05 B 6,250 6,969

Atrix Laboratories, Inc. 7% - 1,500 1,080
12/1/04 (e)

Genzyme Corp. 5.25% 6/1/05 - 5,650 6,907

IDEC Pharmaceuticals Corp. - 12,300 4,843
liquid yield option note 0%
2/16/19 (e)

Integrated Process Equipment
Corp.:

6.25% 9/15/04 (e) B- 2,500 1,941

6.25% 9/15/04 B- 750 582

Roche Holdings, Inc. liquid
yield option note:

0% 4/20/10 (e) - 2,000 1,160

0% 5/6/12 (e) - 10,000 4,900

Sepracor, Inc. 7% 12/15/05 (e) - 3,000 2,633

34,015

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.8%

ELECTRICAL EQUIPMENT - 0.5%

ANTEC Corp. 4.5% 5/15/03 B2 1,000 1,340

Oak Industries, Inc.:

4.875% 3/1/08 (e) B2 500 695

4.875% 3/1/08 B2 2,500 3,475

5,510

CORPORATE BONDS - CONTINUED

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

CONVERTIBLE BONDS - CONTINUED

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.3%

ASM Lithography Holding:

2.5% 4/9/05 (e) - NLG 500 $ 227

2.5% 4/9/05 - NLG 5,500 2,492

2,719

TOTAL INDUSTRIAL MACHINERY & 8,229
EQUIPMENT

MEDIA & LEISURE - 0.7%

PUBLISHING - 0.2%

News America Holdings, Inc. Baa3 1,500 1,043
liquid yield option notes 0%
3/11/13

Scholastic Corp. 5% 8/15/05 Baa3 500 479
(e)

1,522

RESTAURANTS - 0.5%

CKE Restaurants, Inc.:

4.25% 3/15/04 (e) B2 2,500 1,938

4.25% 3/15/04 B1 4,500 3,488

5,426

TOTAL MEDIA & LEISURE 6,948

RETAIL & WHOLESALE - 2.9%

GENERAL MERCHANDISE STORES -
1.2%

Costco Companies, Inc.:

0% 8/19/17 (e) A3 1,000 875

0% 8/19/17 - 14,000 12,250

13,125

GROCERY STORES - 1.0%

Koninklijke Ahold NV 3% Baa1 NLG 16,000 9,968
9/30/03

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.7%

Home Depot, Inc. 3.25% 10/1/01 A1 400 988

CORPORATE BONDS - CONTINUED

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

CONVERTIBLE BONDS - CONTINUED

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - CONTINUED

HomeBase, Inc. 5.25% 11/1/04 B- $ 2,000 $ 1,575

Office Depot, Inc. 0% 11/1/08 Baa2 6,000 4,913

7,476

TOTAL RETAIL & WHOLESALE 30,569

SERVICES - 2.5%

ADVERTISING - 1.2%

Clear Channel Communications, Baa3 1,250 1,559
Inc. 2.625% 4/1/03

DoubleClick, Inc. 4.75% - 2,950 3,964
3/15/06 (e)

Interpublic Group of
Companies, Inc.:

1.8% 9/16/04 - 2,000 2,178

1.87% 6/1/06 (e) - 5,500 4,737

12,438

SERVICES - 1.3%

ADT Operations, Inc. liquid Baa1 5,800 13,772
yield option notes 0%, 7/6/10

TOTAL SERVICES 26,210

TECHNOLOGY - 13.7%

COMMUNICATIONS EQUIPMENT - 1.5%

Checkpoint Systems, Inc. - 2,000 1,490
5.25% 11/1/05

DSC Communications Corp. 7% A1 14,000 14,455
8/1/04

15,945

COMPUTER SERVICES & SOFTWARE
- - 1.3%

Automatic Data Processing, Aa3 3,875 4,125
Inc. 0% 2/20/12

Exodus Communications, Inc. - 1,900 3,378
5% 3/15/06 (e)

Networks Associates, Inc. 0% - 17,500 5,250
2/13/18

Tecnomatix Tech Ltd. 5.25% - 1,732 1,204
8/15/04 (e)

13,957

COMPUTERS & OFFICE EQUIPMENT
- - 6.6%

Adaptec, Inc. 4.75% 2/1/04 B1 9,000 8,010

Comverse Technology, Inc. B 6,250 10,570
4.5% 7/1/05

Hewlett-Packard Co. 0% Aa3 28,000 17,360
10/14/17

CORPORATE BONDS - CONTINUED

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

CONVERTIBLE BONDS - CONTINUED

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - CONTINUED

Hutchinson Technology, Inc. - $ 5,250 $ 5,499
6% 3/15/05

Quantum Corp. 7% 8/1/04 B2 13,500 12,555

Xerox Corp. 0.57% 4/21/18 A3 24,000 15,000

68,994

ELECTRONIC INSTRUMENTS - 0.4%

LAM Research Corp. 5% 9/1/02 B 5,000 4,175

ELECTRONICS - 3.9%

Brightpoint, Inc.:

0% 3/11/18 (e) B2 13,500 3,375

0% 3/11/18 B2 1,000 250

Candescent Technologies Corp. - 5,500 4,125
7% 5/1/03 (e)

Conexant Systems, Inc. 4.25% - 6,000 6,353
5/1/06 (e)

LSI Logic Corp. 4.25% 3/15/04 - 9,500 13,051
(e)

World Access, Inc.:

4.5% 10/1/02 (e) CCC+ 10,850 6,944

4.5% 10/1/02 CCC+ 10,200 6,528

40,626

TOTAL TECHNOLOGY 143,697

UTILITIES - 1.9%

ELECTRIC UTILITY - 1.2%

AES Corp. 4.5% 8/15/05 B1 8,500 9,531

KTI, Inc. 8.75% 8/15/04 - 3,670 3,688

13,219

TELEPHONE SERVICES - 0.7%

Cam-Net Communications - 2,275 -
Network, Inc. 11.5% 4/4/00
(f)

France Telecom SA 2% 1/1/04 Aa1 EUR 4,640 5,390
(e)

Telefonica Europe BV 2% A2 1,000 1,630
7/15/02

7,020

TOTAL UTILITIES 20,239

TOTAL CONVERTIBLE BONDS 369,076

CORPORATE BONDS - CONTINUED

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

NONCONVERTIBLE BONDS - 0.7%

UTILITIES - 0.7%

TELEPHONE SERVICES - 0.7%

Global TeleSystems Group, Caa2 $ 1,000 $ 968
Inc. 9.875% 2/15/05

WinStar Communications, Inc. CCC 8,000 6,640
10% 3/15/08

7,608

TOTAL CORPORATE BONDS 376,684
(Cost $378,555)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 20.3%

BASIC INDUSTRIES - 4.3%

CHEMICALS & PLASTICS - 1.7%

Airgas, Inc. (a) 284,000 3,248

Hanna (M.A.) Co. 182,800 2,696

Hercules, Inc. 100,000 3,494

NOVA Chemicals Corp. 209,000 4,469

Solutia, Inc. 165,000 3,702

17,609

IRON & STEEL - 0.2%

Nucor Corp. 46,200 2,307

METALS & MINING - 0.6%

Alcoa, Inc. 110,000 6,050

PACKAGING & CONTAINERS - 0.9%

Ball Corp. 44,700 2,176

Corning, Inc. 50,300 2,748

Tupperware Corp. 213,500 4,750

9,674

PAPER & FOREST PRODUCTS - 0.9%

Georgia-Pacific Corp. 25,000 2,161

Trex Co., Inc. (a) 324,100 7,110

9,271

TOTAL BASIC INDUSTRIES 44,911

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
0.1%

BUILDING MATERIALS - 0.1%

American Standard Companies, 20,000 $ 925
Inc. (a)

DURABLES - 0.8%

AUTOS, TIRES, & ACCESSORIES -
0.8%

Navistar International Corp. 136,500 6,740
(a)

Pep Boys-Manny, Moe & Jack 100,000 1,888

8,628

ENERGY - 4.3%

ENERGY SERVICES - 1.1%

BJ Services Co. (a) 80,000 2,205

ENSCO International, Inc. 100,000 1,775

Halliburton Co. 190,000 7,861

11,841

OIL & GAS - 3.2%

Anadarko Petroleum Corp. 339,500 12,731

Cooper Cameron Corp. (a) 108,300 3,919

Nuevo Energy Co. (a) 130,000 1,983

Suncor Energy, Inc. 80,000 3,017

USX-Marathon Group 190,000 5,688

Weatherford International, 175,000 5,775
Inc. (a)

33,113

TOTAL ENERGY 44,954

FINANCE - 0.7%

CREDIT & OTHER FINANCE - 0.2%

Associates First Capital 63,600 2,608
Corp. Class A

ContiFinancial Corp. (a) 10,000 71

2,679

INSURANCE - 0.3%

CIGNA Corp. 10,000 933

Financial Security Assurance 500 28
Holdings Ltd.

MBIA, Inc. 27,400 1,872

UICI (a) 15,300 367

3,200

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

SAVINGS & LOANS - 0.2%

Washington Mutual, Inc. 50,500 $ 1,928

TOTAL FINANCE 7,807

HEALTH - 1.3%

DRUGS & PHARMACEUTICALS - 0.7%

Immunex Corp. (a) 12,400 1,626

PE Corp.:

(Biosystems Group) 49,600 5,540

(Celera Genomics Group) (a) 24,800 422

7,588

MEDICAL FACILITIES MANAGEMENT
- - 0.6%

United HealthCare Corp. 110,000 6,408

TOTAL HEALTH 13,996

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.0%

ELECTRICAL EQUIPMENT - 0.0%

Sensormatic Electronics Corp. 640 7
(a)(e)

MEDIA & LEISURE - 1.6%

BROADCASTING - 0.4%

AT&T Corp. (Liberty Media 35,000 2,325
Group) Class A (a)

MediaOne Group, Inc. 10,000 739

Time Warner, Inc. 10,105 688

3,752

ENTERTAINMENT - 0.4%

King World Productions, Inc. 100,000 3,338
(a)

Premier Parks, Inc. (a) 22,700 809

4,147

LODGING & GAMING - 0.2%

Argosy Gaming Co. (a) 65,900 527

Circus Circus Enterprises, 82,500 1,743
Inc. (a)

2,270

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - 0.6%

Tricon Global Restaurants, 108,400 $ 6,314
Inc. (a)

TOTAL MEDIA & LEISURE 16,483

PRECIOUS METALS - 1.5%

Newmont Mining Corp. 150,000 2,672

Stillwater Mining Co. (a) 406,908 12,996

15,668

RETAIL & WHOLESALE - 0.6%

APPAREL STORES - 0.1%

Abercrombie & Fitch Co. Class 5,700 480
A (a)

Intimate Brands, Inc. Class A 15,000 777

1,257

DRUG STORES - 0.0%

CVS Corp. 1,700 78

GENERAL MERCHANDISE STORES -
0.2%

Consolidated Stores Corp. (a) 50,000 1,719

GROCERY STORES - 0.1%

Kroger Co. (a) 18,000 1,054

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.2%

Circuit City Stores, Inc. - 25,000 1,795
Circuit City Group

IKON Office Solutions, Inc. 31,100 433

2,228

TOTAL RETAIL & WHOLESALE 6,336

SERVICES - 0.4%

ADVERTISING - 0.4%

Getty Images, Inc. (a) 120,000 2,625

Interpublic Group of 15,400 1,167
Companies, Inc.

3,792

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - CONTINUED

SERVICES - 0.0%

Bright Horizons Family 1,610 $ 31
Solutions, Inc. (a)

CheckFree Holdings Corp. (a) 10,200 480

511

TOTAL SERVICES 4,303

TECHNOLOGY - 2.5%

COMMUNICATIONS EQUIPMENT - 0.9%

AudioCodes Ltd. 23,800 352

Copper Mountain Networks, 300 19
Inc.

DSP Communications, Inc. (a) 80,000 2,460

Jabil Circuit, Inc. (a) 124,600 6,012

8,843

COMPUTER SERVICES & SOFTWARE
- - 0.8%

Sabre Group Holdings, Inc. 2,700 166
Class A (a)

Unisys Corp. (a) 212,454 8,060

8,226

COMPUTERS & OFFICE EQUIPMENT
- - 0.0%

Caere Corp. (a) 21,300 253

ELECTRONIC INSTRUMENTS - 0.1%

Teradyne, Inc. (a) 24,100 1,273

ELECTRONICS - 0.7%

National Semiconductor Corp. 400,100 7,752
(a)

TOTAL TECHNOLOGY 26,347

TRANSPORTATION - 0.0%

AIR TRANSPORTATION - 0.0%

Florida West Airlines, Inc. 18,236 -
(a)

UTILITIES - 2.2%

CELLULAR - 0.1%

Cellnet Data Systems, Inc. (a) 200,000 1,775

ELECTRIC UTILITY - 0.1%

Calpine Corp. (a) 12,800 694

KTI, Inc. (a) 9,400 99

793

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

GAS - 0.3%

Enron Corp. 43,000 $ 3,069

TELEPHONE SERVICES - 1.7%

Allegiance Telecom, Inc. (a) 15,300 566

Cincinnati Bell, Inc. 312,800 7,566

MCI WorldCom, Inc. (a) 93,929 8,113

Metromedia Fiber Network, 34,800 1,405
Inc. Class A (a)

SUNCOM Telecommunications, 2,413,358 -
Inc. (a)

WinStar Communications, Inc. 5,364 265
(a)

17,915

TOTAL UTILITIES 23,552

TOTAL COMMON STOCKS 213,917
(Cost $174,145)

PREFERRED STOCKS - 33.1%

CONVERTIBLE PREFERRED STOCKS
- - 33.0%

BASIC INDUSTRIES - 2.5%

CHEMICALS & PLASTICS - 0.1%

Monsanto Co. $1.625 ACES 28,800 1,195

PACKAGING & CONTAINERS - 0.3%

Owens-Illinois, Inc. $2.375 84,000 3,497

PAPER & FOREST PRODUCTS - 2.1%

International Paper Capital 20,000 1,035
Trust $2.625

Sealed Air Corp. Series A, 340,700 20,527
$2.00

21,562

TOTAL BASIC INDUSTRIES 26,254

CONSTRUCTION & REAL ESTATE -
0.1%

CONSTRUCTION - 0.1%

Kaufman & Broad Home Corp. 100,000 800
$0.825 PRIDES

ENERGY - 5.1%

OIL & GAS - 5.1%

Apache Corp. $2.015 ACES 276,000 9,557

PREFERRED STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONVERTIBLE PREFERRED STOCKS
- - CONTINUED

ENERGY - CONTINUED

OIL & GAS - CONTINUED

EVI, Inc.:

$2.50 (e) 30,000 $ 1,110

$2.50 150,000 5,550

Pogo Trust I $3.25 QUIPS 140,000 7,035

Tesoro Petroleum Corp. 410,500 5,234
$1.1552 PIES

Tosco Financing Trust:

$2.875 (e) 409,000 19,530

$2.875 115,000 5,491

53,507

FINANCE - 6.7%

BANKS - 0.1%

National Australia Bank Ltd. 60,000 1,793
$1.9687 EXCAPS

CREDIT & OTHER FINANCE - 5.4%

CVS Trust Automatic Common 60,000 5,040
Exchangeable Securities
Trust $4.23

Dollar General STRYPES Trust 50,500 2,058
$3.3536

Federal-Mogul Financing Trust:

$3.50 (e) 325,000 17,875

$3.50 25,000 1,375

Life Re Corp./Life Re Capital 70,000 5,377
Trust II $3.96

Newell Financial Trust I 105,000 5,460
$2.625 QUIPS

Nextel STRYPES Trust $1.015 60,000 1,890

Union Pacific Capital Trust 325,000 16,981
$3.125

WBK STRYPES Trust (Westpac 25,000 805
Banking Corp.) $3.135

56,861

INSURANCE - 0.3%

Philadelphia Consolidated 323,000 3,210
Holding Corp. $0.70 Income
PRIDES

SECURITIES INDUSTRY - 0.9%

Cendant Corp. $3.75 Income 70,900 2,251
PRIDES

PREFERRED STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONVERTIBLE PREFERRED STOCKS
- - CONTINUED

FINANCE - CONTINUED

SECURITIES INDUSTRY - CONTINUED

Merrill Lynch & Co., Inc.:

(Cox Communications, Inc.) 50,000 $ 3,378
$1.37 STRYPES

(IMC Global) $2.3906 STRYPES 151,000 3,596

9,225

TOTAL FINANCE 71,089

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.3%

ELECTRICAL EQUIPMENT - 1.3%

Qualcomm Financial Trust I 94,000 12,984
$2.875

Sensormatic Electronics Corp. 15,000 326
$1.625 (a)(e)

13,310

MEDIA & LEISURE - 12.3%

BROADCASTING - 9.7%

Adelphia Communications Corp. 35,000 7,588
$11.00 (a)

Comcast Corp. (AT&T) $2.7658 30,000 2,678
PHONES

CSC Holdings, Inc. $2.125 58,700 6,905

EchoStar Communications Corp. 32,000 7,072
$3.375

MediaOne Group, Inc. 387,000 32,411
(AirTouch Communications,
Inc.) $3.63 PIES

MediaOne Group, Inc. Class D 271,600 39,793
$2.25

TCI Pacific Communications, 15,500 5,518
Inc. (Telecommunications,
Inc.) Class A, $5.00

101,965

ENTERTAINMENT - 1.9%

Premier Parks, Inc. $4.05 PIES 305,600 20,322

RESTAURANTS - 0.7%

Wendys Financing I $2.50 127,500 7,523
TECONS

TOTAL MEDIA & LEISURE 129,810

NONDURABLES - 0.1%

FOODS - 0.1%

Dole Foods Co., Inc. $2.75 31,400 969
ACES

PREFERRED STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONVERTIBLE PREFERRED STOCKS
- - CONTINUED

SERVICES - 0.1%

Medpartners, Inc. $1.44 TAPS 148,800 $ 1,451

TECHNOLOGY - 0.1%

COMMUNICATIONS EQUIPMENT - 0.1%

Globalstar Telecommunications 35,000 1,641
Ltd. $4.00 (a)

TRANSPORTATION - 0.2%

TRUCKING & FREIGHT - 0.2%

CNF Trust I $2.50 TECONS 33,900 1,979

UTILITIES - 4.5%

CELLULAR - 0.2%

Nextel Communications, Inc. 5,600 2,241
0% (a)(e)

ELECTRIC UTILITY - 2.6%

Houston Industries, Inc. 241,700 27,675
(Time Warner) $3.216 ACES

GAS - 0.1%

Enron Corp. Series J, $10.50 1,100 1,072

TELEPHONE SERVICES - 1.6%

Intermedia Communications, 140,000 3,028
Inc. $1.75 (e)

Sprint Corp. (Southern New 10,800 837
England Telecommunications)
$2.63 DECS

WinStar Communications, Inc. 210,000 12,285
Series D, $3.50 (e)

16,150

TOTAL UTILITIES 47,138

TOTAL CONVERTIBLE PREFERRED 347,948
STOCKS

NONCONVERTIBLE PREFERRED
STOCKS - 0.1%

UTILITIES - 0.1%

TELEPHONE SERVICES - 0.1%

Intermedia Communications, 1,067 1,110
Inc. 13.5% pay-in-kind

TOTAL PREFERRED STOCKS 349,058
(Cost $306,015)

CASH EQUIVALENTS - 10.8%

SHARES VALUE (NOTE 1) (000S)

Taxable Central Cash Fund (c) 113,958,089 $ 113,958
(Cost $113,958)

TOTAL INVESTMENT IN $ 1,053,617
SECURITIES - 100%
(Cost $972,673)

</TABLE>

SECURITY TYPE ABBREVIATIONS

ACES - Automatic Common Exchange
Securities

DECS - Dividend Enhanced Convertible
Stock/Debt Exchangeable for
Common Stock

EXCAPS - Exchangeable Capital Units

PHONES - Participating Hybrid Option
Note Exchangeable Security

PIES - Premium Income Equity
Securities

PRIDES - Preferred Redeemable
Increased Dividend Equity
Securities

QUIPS - Quarterly Income Preferred
Securities

STRYPES - Structured Yield Product
Exchangeable for Common Stock

TAPS - Threshold Appreciation Price
Secuities

TECONS - Term Convertible Shares

CURRENCY ABBREVIATIONS

EUR - European Monetary Unit

NLG - Dutch guilder

LEGEND

(a) Non-income producing

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

(c) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.82%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.

(d) Principal amount is stated in United States dollars unless
otherwise noted.

(e) 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 $158,588,000 or 15.2% of net assets.

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

Additonal information on each holding is as follows:

SECURITY ACQUISITION DATE ACQUISITION COST (000S)

Cam-Net Communications 4/12/96 $ 1,838
Network, Inc. 11.5% 4/4/00

OTHER INFORMATION

The composition of long-term debt holdings as a percentage of total
value of investments in securities, is as follows (ratings are
unaudited):

MOODY'S RATINGS S&P RATINGS

Aaa, Aa, A 8.9% AAA, AA, A 8.5%

Baa 4.4% BBB 4.0%

Ba 0.7% BB 0.8%

B 6.5% B 9.5%

Caa 0.1% CCC 1.9%

Ca, C 0.0% CC, C 0.0%

D 0.0%

The percentage not rated by Moody's or S&P amounted to 9.6%. FMR has
determined that unrated debt securities that are lower quality account
for 9.6% of the total value of investment in securities.

INCOME TAX INFORMATION

At May 31, 1999, the aggregate cost of investment securities for
income tax purposes was $974,974,000. Net unrealized appreciation
aggregated $78,643,000, of which $127,032,000 related to appreciated
investment securities and $48,389,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) MAY 31, 1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 1,053,617
value (cost $972,673) - See
accompanying schedule

Receivable for investments 20,068
sold

Receivable for fund shares 4,511
sold

Dividends receivable 670

Interest receivable 3,708

Other receivables 23

TOTAL ASSETS 1,082,597

LIABILITIES

Payable for investments $ 37,434
purchased

Payable for fund shares 1,011
redeemed

Accrued management fee 517

Other payables and accrued 236
expenses

TOTAL LIABILITIES 39,198

NET ASSETS $ 1,043,399

Net Assets consist of:

Paid in capital $ 879,660

Undistributed net investment 4,504
income

Accumulated undistributed net 78,306
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 80,929
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 52,728 shares $ 1,043,399
outstanding

NET ASSET VALUE, offering $19.79
price and redemption price
per share ($1,043,399
(divided by) 52,728 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED MAY 31, 1999
(UNAUDITED)

INVESTMENT INCOME $ 8,391
Dividends

Interest (including income on 12,064
securities loaned of $22)

TOTAL INCOME 20,455

EXPENSES

Management fee Basic fee $ 2,495

Performance adjustment 493

Transfer agent fees 980

Accounting and security 193
lending fees

Non-interested trustees' 3
compensation

Custodian fees and expenses 29

Registration fees 41

Audit 19

Legal 8

Reports to shareholders 25

Miscellaneous 1

Total expenses before 4,287
reductions

Expense reductions (120) 4,167

NET INVESTMENT INCOME 16,288

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

Investment securities 86,264

Foreign currency transactions (111) 86,153

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 42,376

Assets and liabilities in 6 42,382
foreign currencies

NET GAIN (LOSS) 128,535

NET INCREASE (DECREASE) IN $ 144,823
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1999 YEAR ENDED NOVEMBER 30, 1998
(UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 16,288 $ 33,377
income

Net realized gain (loss) 86,153 90,161

Change in net unrealized 42,382 (39,475)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 144,823 84,063
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (18,601) (31,437)
From net investment income

From net realized gain (60,281) (95,599)

TOTAL DISTRIBUTIONS (78,882) (127,036)

Share transactions Net 180,440 458,888
proceeds from sales of shares

Reinvestment of distributions 72,059 119,172

Cost of shares redeemed (261,878) (577,708)

NET INCREASE (DECREASE) IN (9,379) 352
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 56,562 (42,621)
IN NET ASSETS

NET ASSETS

Beginning of period 986,837 1,029,458

End of period (including $ 1,043,399 $ 986,837
undistributed net investment
income of $4,504 and $6,817,
respectively)

OTHER INFORMATION
Shares

Sold 9,475 24,071

Issued in reinvestment of 4,008 6,962
distributions

Redeemed (13,787) (30,607)

Net increase (decrease) (304) 426

</TABLE>

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

SIX MONTHS ENDED MAY 31, 1999 YEARS ENDED NOVEMBER 30,
(UNAUDITED)

1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 18.61 $ 19.57 $ 18.64 $ 17.66 $ 15.63 $ 17.63
period

Income from Investment
Operations

Net investment income .30 D .60 D .64 D .83 .79 .78

Net realized and unrealized 2.37 .86 1.90 1.79 1.94 (.86)
gain (loss)

Total from investment 2.67 1.46 2.54 2.62 2.73 (.08)
operations

Less Distributions

From net investment income (.35) (.58) (.80) (.74) (.70) (.91)

From net realized gain (1.14) (1.84) (.81) (.90) - (1.01)

Total distributions (1.49) (2.42) (1.61) (1.64) (.70) (1.92)

Net asset value, end of period $ 19.79 $ 18.61 $ 19.57 $ 18.64 $ 17.66 $ 15.63

TOTAL RETURN B, C 15.24% 8.88% 14.84% 16.02% 18.00% (.54)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 1,043 $ 987 $ 1,029 $ 1,148 $ 1,049 $ 903
millions)

Ratio of expenses to average .85% A .79% .74% .85% .70% .86%
net assets

Ratio of expenses to average .82% A, E .77% E .73% E .83% E .70% .85% E
net assets after expense
reductions

Ratio of net investment 3.21% A 3.21% 3.46% 4.48% 4.59% 4.61%
income to average net assets

Portfolio turnover rate 252% A 223% 212% 175% 203% 318%

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended May 31, 1999 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity Convertible Securities Fund (the fund) is a fund of Fidelity
Financial 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. Debt securities for which quotations are readily
available are valued by a pricing service at their market values as
determined by their most recent bid prices in the principal market
(sales prices if the principal market is an exchange) in which such
securities are normally traded. Equity securities for which quotations
are readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities (including restricted
securities) for which market quotations are not readily available are
valued at their fair value as determined in good faith under
consistently applied procedures under the general supervision of the
Board of Trustees. Short-term securities with remaining maturities of
sixty days or less for which quotations are not readily available are
valued at amortized cost or original cost plus accrued interest, both
of which approximate current value.

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

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

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

INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

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.

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

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

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

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

2. OPERATING POLICIES.

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.

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

REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency

2. OPERATING POLICIES - CONTINUED

REPURCHASE AGREEMENTS - CONTINUED

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

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

RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, restricted securities (excluding 144A
issues) amounted to $0 or 0.0% of net assets.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $1,128,438,000 and $1,189,585,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .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. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).15% of the fund's average net assets over the performance
period) based on the fund's

4. FEES AND OTHERS TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

investment performance as compared to the appropriate index over a
specified period of time. For the period, the management fee was
equivalent to an annualized rate of .59% of average net assets after
the performance adjustment.

TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annualized rate of .19% of average net assets.

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

BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $52,000 for the
period.

5. SECURITY LENDING.

The fund loaned securities to certain brokers who paid the fund
negotiated lenders' fees. These fees are included in interest income.
The fund receives U.S. Treasury obligations and/or cash as collateral
against the loaned securities, in an amount at least equal to 102% of
the market value of the loaned securities at the inception of each
loan. This collateral must be maintained at not less than 100% of the
market value of the loaned securities during the period of the loan.
At period end, there were no 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 $107,000 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $7,000 and $6,000, respectively, under these arrangements.

TO VISIT FIDELITY

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

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

455 Market Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

3 Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

1 West Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

470 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

MICHIGAN

280 North Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

MINNESOTA

7600 France Avenue South
Edina, MN

MISSOURI

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

200 North Broadway
St. Louis, MO

NEW JERSEY

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 Franklin Avenue
Garden City, NY

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

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

OHIO

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

OREGON

16850 SW 72 Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

TENNESSEE

6150 Poplar Road
Memphis, TN

TEXAS

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

8180 Greensboro Drive
McLean, VA

WASHINGTON

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

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

MANAGING YOUR INVESTMENTS

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

BY PHONE

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

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

PRESS
1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

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

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

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

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

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

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

TO WRITE FIDELITY

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

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

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

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

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

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

SELLING SHARES

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

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

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

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

SELLING SHARES

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

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

GENERAL CORRESPONDENCE

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

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

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

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Richard A. Spillane, Jr., Vice President
David Felman, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer

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

ADVISORY BOARD
J. Gary Burkhead

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

* INDEPENDENT TRUSTEES

CVS-SANN-0799 80006
1.704534.101

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

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH AND INCOME FUNDS
Balanced Fund
Convertible Securities Fund
Equity-Income Fund
Equity-Income II Fund
Fidelity(registered trademark) Fund
Global Balanced Fund
Growth & Income Portfolio
Growth & Income II Portfolio
Puritan(registered trademark) Fund
Real Estate Investment Portfolio
Utilities Fund

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

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

FIDELITY
EQUITY-INCOME II
FUND

SEMIANNUAL REPORT
MAY 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 19 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 23 Footnotes to the financial
statements.

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

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

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

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

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

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

PERIODS ENDED MAY 31, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY EQUITY-INCOME II 8.83% 13.01% 143.77% 441.55%

S&P 500 (registered trademark) 12.61% 21.03% 215.95% 403.29%

Equity Income Funds Average 8.63% 8.72% 130.18% n/a

</TABLE>

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or since the fund started on August 21, 1990. For example, if
you had invested $1,000 in a fund that had a 5% return over the past
year, the value of your investment would be $1,050. You can compare
the fund's returns to the performance of the Standard & Poor's 500
Index - a market capitalization-weighted index of common stocks. To
measure how the fund's performance stacked up against its peers, you
can compare it to the equity income funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Inc. The past six months average represents a peer group of 240 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED MAY 31, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY EQUITY-INCOME II 13.01% 19.51% 21.21%

S&P 500 21.03% 25.87% 20.21%

Equity Income Funds Average 8.72% 18.04% n/a

$10,000 OVER LIFE OF FUND
Equity-Income II S&P 500
00319 SP001
1990/08/21 10000.00 10000.00
1990/08/31 10090.00 10035.72
1990/09/30 9790.00 9546.98
1990/10/31 9790.00 9505.93
1990/11/30 10180.00 10120.01
1990/12/31 10451.06 10402.36
1991/01/31 10954.00 10855.90
1991/02/28 11929.70 11632.10
1991/03/31 12424.99 11913.60
1991/04/30 12770.41 11942.19
1991/05/31 13420.62 12458.09
1991/06/30 13105.67 11887.51
1991/07/31 13833.74 12441.47
1991/08/31 14361.43 12736.33
1991/09/30 14456.53 12523.64
1991/10/31 14904.71 12691.45
1991/11/30 14456.53 12179.99
1991/12/31 15320.99 13573.38
1992/01/31 15754.68 13320.91
1992/02/29 16262.56 13494.08
1992/03/31 16199.86 13230.95
1992/04/30 16550.87 13619.94
1992/05/31 16731.70 13686.68
1992/06/30 16626.27 13482.75
1992/07/31 17139.50 14034.19
1992/08/31 16786.65 13746.49
1992/09/30 17001.04 13908.70
1992/10/31 17140.75 13957.38
1992/11/30 17807.03 14433.32
1992/12/31 18240.51 14610.85
1993/01/31 18739.36 14733.59
1993/02/28 19071.82 14933.96
1993/03/31 19793.85 15249.07
1993/04/30 19849.55 14880.04
1993/05/31 20150.30 15278.83
1993/06/30 20341.51 15323.14
1993/07/31 20543.02 15261.84
1993/08/31 21214.73 15840.27
1993/09/30 21136.47 15718.30
1993/10/31 21530.18 16043.67
1993/11/30 21203.96 15891.25
1993/12/31 21685.43 16083.53
1994/01/31 22723.07 16630.37
1994/02/28 22286.55 16179.69
1994/03/31 21374.40 15474.26
1994/04/30 21955.29 15672.33
1994/05/31 22216.10 15929.35
1994/06/30 22047.50 15539.08
1994/07/31 22643.38 16048.77
1994/08/31 23418.02 16706.77
1994/09/30 22879.58 16297.45
1994/10/31 23274.88 16664.14
1994/11/30 22244.70 16057.23
1994/12/31 22370.95 16295.36
1995/01/31 22345.60 16717.90
1995/02/28 23154.03 17369.40
1995/03/31 23916.45 17881.97
1995/04/30 24475.31 18408.59
1995/05/31 25046.86 19144.39
1995/06/30 25390.89 19589.11
1995/07/31 26386.61 20238.68
1995/08/31 26527.03 20289.48
1995/09/30 27125.59 21145.70
1995/10/31 26317.59 21070.21
1995/11/30 27612.95 21995.19
1995/12/31 28274.79 22418.82
1996/01/31 29056.25 23181.96
1996/02/29 29427.41 23396.85
1996/03/31 30226.90 23622.16
1996/04/30 30706.27 23970.35
1996/05/31 30999.21 24588.55
1996/06/30 30759.08 24682.23
1996/07/31 29714.58 23591.77
1996/08/31 30397.52 24089.32
1996/09/30 31443.22 25445.07
1996/10/31 32022.26 26146.84
1996/11/30 33894.04 28123.28
1996/12/31 33564.33 27566.16
1997/01/31 34714.35 29288.50
1997/02/28 35041.04 29518.12
1997/03/31 33624.26 28305.22
1997/04/30 35208.43 29995.04
1997/05/31 37220.75 31821.14
1997/06/30 38981.23 33246.72
1997/07/31 41547.49 35892.17
1997/08/31 39153.27 33881.49
1997/09/30 41322.15 35737.18
1997/10/31 40012.85 34543.55
1997/11/30 41451.65 36142.58
1997/12/31 42684.77 36763.14
1998/01/31 42875.18 37169.74
1998/02/28 45524.77 39850.43
1998/03/31 48002.14 41891.17
1998/04/30 48114.83 42312.59
1998/05/31 47921.66 41585.24
1998/06/30 49500.82 43274.43
1998/07/31 49226.35 42813.56
1998/08/31 41718.89 36623.57
1998/09/30 43543.72 38969.68
1998/10/31 47300.56 42139.47
1998/11/30 49761.93 44693.55
1998/12/31 52493.82 47268.79
1999/01/31 53135.89 49245.57
1999/02/28 52414.03 47715.02
1999/03/31 53890.47 49624.10
1999/04/30 56202.08 51546.04
1999/05/28 54155.16 50329.03
IMATRL PRASUN SHR__CHT 19990531 19990610 165627 R00000000000109

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Equity-Income II Fund on August 21, 1990, when
the fund started. As the chart shows, by May 31, 1999, the value of
the investment would have grown to $54,155 - a 441.55% 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 $50,329 - a
403.29% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(photograph of Bettina Doulton)

An interview with Bettina Doulton, Portfolio Manager of Fidelity
Equity-Income II Fund

Q. HOW DID THE FUND PERFORM, BETTINA?

A. The six-month period ending May 31, 1999, was characterized by
strong performance early on and lackluster performance later on. All
told, the fund's six-month return of 8.83% edged out the 8.63% return
of the equity income funds average, as tracked by Lipper Inc., but
trailed the 12.61% return of the Standard & Poor's 500 Index during
the same time frame. For the 12 months that ended May 31, 1999, the
fund returned 13.01%, again topping the average of its peer group -
which returned 8.72% - but lagging the S&P 500's one-year return of
21.03%. As in prior periods, the fund's underperformance relative to
the S&P is primarily due to its underweighting of technology stocks.
Given the fund's income-oriented investment approach, shareholders
should not expect the fund to have a large allocation in the
technology sector.

Q. WHAT HELPED THE FUND OUTPACE ITS PEER GROUP OVER THE SIX-MONTH
PERIOD?

A. The fund's outperformance was attributable to strong contributions
from several of the fund's largest holdings and its overweighting of
the media and leisure sector. Citigroup, General Electric, American
Express and Chase Manhattan, the fund's top four holdings, were big
contributors to returns. In the media and leisure sector, Time Warner,
the fund's fifth-largest holding, was the second-best contributor to
overall performance for the period. Time Warner benefited from solid
financial returns driven by strong growth of its cable, magazine and
music operations, along with continued capital discipline.

Q. THERE WAS A DRAMATIC MARKET ROTATION FROM GROWTH TO CYCLICAL STOCKS
DURING THE PERIOD. CAN YOU DESCRIBE THIS SCENARIO IN MORE DETAIL?

A. I don't know if I'd call it a "market rotation" as much as I'd
describe it as a "market broadening." Early in the period, the market
rallied due to aggressive domestic and global central bank easings,
done to boost investor confidence and spur economic growth. The market
narrowness of 1998 and early 1999 quickly broadened as more small- and
mid-cap companies began to demonstrate positive earnings growth.
Therefore, those few large-cap growth stocks that were so attractive
over the past 18 months were less eye-catching as the earnings base
started to broaden out. Fears of inflation, concerns about
interest-rate increases and a rapidly improving global economy further
exaggerated the broadening. To take advantage of this shift, I added
more energy stocks to the portfolio, and also increased my position in
BP Amoco, which was a strong performer. Admittedly, I didn't own the
energy stocks as deeply as I would have liked when this sector began
rallying mid-spring.

Q. WHAT STOCKS PERFORMED WELL FOR THE FUND?

A. In addition to those I've already mentioned, I would highlight AT&T
and MCI WorldCom. Although they compete on several levels, both
performed extremely well during the period. The telecom industry in
general benefited from a strong economy and a surge in volume growth
driven by the Internet. Specifically, AT&T's appreciation was driven
by the company's repositioning efforts and acquisitions of cable and
media companies, thus reducing its exposure to slower-growth
businesses. Meanwhile, the benefits of the MCI and WorldCom merger are
coming through on both a cost and revenue basis, and the market has
rewarded the new company accordingly.

Q. WHAT ABOUT DISAPPOINTMENTS?

A. Pharmaceuticals were notable laggards relative to the market.
Specifically, the fund's holdings in Merck, Eli Lilly and
Schering-Plough were detractors. Several factors came into play to
depress the sector. First, the relative earnings growth for the
pharmaceutical industry didn't look as attractive as it had previously
as the global economic recovery broadened the market's earnings
prospects. Second, earnings disappointments plagued several companies
in the industry. Third, political rhetoric increased as options for
expanding Medicare coverage were considered. I reduced the portfolio's
overall exposure to pharmaceuticals, but retain significant positions
in Bristol-Myers Squibb, Schering-Plough and Merck, which I believe
offer good fundamentals and reasonable valuations.

Q. BETTINA, WHAT'S YOUR OUTLOOK FOR THE NEXT FEW MONTHS?

A. Given recent market events, it is one of the most interesting - and
most challenging - times to be thinking about positioning a portfolio.
Currently, the fund's positioning reflects my thinking that inflation
risks are not significant. I don't think the global recoveries are so
strong that the Federal Reserve Board will need to drastically
increase interest rates. Meanwhile, I will continue to track U.S.
consumer spending, critical for both domestic economic growth and the
recoveries in Southeast Asia.

(checkmark)FUND FACTS

GOAL: reasonable income; the
fund also considers the
potential for capital
appreciation

FUND NUMBER: 319

TRADING SYMBOL: FEQTX

START DATE: August 21, 1990

SIZE: as of May 31, 1999
more than $19.5 billion

MANAGER: Bettina Doulton,
since 1996; manager,
Fidelity Puritan Fund, since
1996; joined Fidelity in
1986

BETTINA DOULTON ON THE
INFLUENCE OF DAY TRADERS
ON TODAY'S MARKETS:

"Day traders are significantly
changing market dynamics.
Technology is accelerating the
speed and evenness of news
dissemination, transforming the
trading process, and thus
attracting greater day trader
participation than ever before. In
fact, day traders now account for
up to 20% of NASDAQ's daily
trading volume. Increased
participation by day traders and a
lack of investor conviction
regarding economic growth and
inflation has increased market
volatility. It's amazing how quickly
news, be it related to an individual
company or the macro economy, is
discounted in the respective stock
price or broad market. The
increased market participation by
individuals is also significantly
responsible for the NASDAQ
market's plan to extend trading
hours beginning in the fall of 2000.
Against a backdrop of increased
market volatility, I remain
committed to investing with a two-
to three-year time horizon and will
trade opportunistically around
core positions."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF MAY 31,
1999

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

Citigroup, Inc. 4.8 3.4

General Electric Co. 4.0 5.0

American Express Co. 3.9 3.7

Chase Manhattan Corp. 3.9 2.0

Time Warner, Inc. 3.4 2.9

Fannie Mae 3.0 2.6

Exxon Corp. 3.0 0.9

Bristol-Myers Squibb Co. 2.8 1.6

BP Amoco PLC sponsored ADR 2.4 2.0

International Business 2.1 2.1
Machines Corp.

TOP FIVE MARKET SECTORS AS OF
MAY 31, 1999

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

FINANCE 23.9 22.7

ENERGY 10.8 6.8

HEALTH 9.2 10.1

MEDIA & LEISURE 8.7 5.3

UTILITIES 8.3 10.5

</TABLE>

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

AS OF MAY 31, 1999 * AS OF NOVEMBER 30, 1998 **

Stocks 94.9% Stocks 93.3%

Convertible Securities 0.7% Convertible Securities 1.4%

Short-Term Investments 4.4% Short-Term Investments 5.3%

* FOREIGN INVESTMENTS 6.7% ** FOREIGN INVESTMENTS 6.5%

Row: 1, Col: 1, Value: 94.90000000000001 Row: 1, Col: 1, Value: 93.3
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.7000000000000001 Row: 1, Col: 4, Value: 1.4
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: 4.4 Row: 1, Col: 8, Value: 5.3
</TABLE>

INVESTMENTS MAY 31, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

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

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 2.5%

AEROSPACE & DEFENSE - 2.1%

AlliedSignal, Inc. 826,800 $ 48,006

Boeing Co. 1,541,500 65,128

Gulfstream Aerospace Corp. (a) 500,900 30,931

Textron, Inc. 2,057,500 183,246

United Technologies Corp. 1,140,600 70,788

398,099

SHIP BUILDING & REPAIR - 0.4%

General Dynamics Corp. 1,215,430 79,915

TOTAL AEROSPACE & DEFENSE 478,014

BASIC INDUSTRIES - 4.0%

CHEMICALS & PLASTICS - 2.4%

Dow Chemical Co. 152,200 18,492

E.I. du Pont de Nemours and 3,715,300 243,120
Co.

Engelhard Corp. 598,200 12,114

ICI (Imperial Chemical 3,500,000 38,445
Industries) PLC Class L

Lyondell Chemical Co. 1,000,000 19,063

Praxair, Inc. 1,916,600 93,554

Rohm & Haas Co. 1,025,900 41,164

465,952

METALS & MINING - 1.4%

Alcoa, Inc. 4,888,100 268,846

PAPER & FOREST PRODUCTS - 0.2%

Georgia-Pacific Corp. 93,000 8,039

Kimberly-Clark Corp. 616,100 36,157

44,196

TOTAL BASIC INDUSTRIES 778,994

CONSTRUCTION & REAL ESTATE -
0.7%

BUILDING MATERIALS - 0.6%

Masco Corp. 4,226,800 120,728

REAL ESTATE INVESTMENT TRUSTS
- - 0.1%

Equity Residential Properties 487,300 23,360
Trust (SBI)

TOTAL CONSTRUCTION & REAL 144,088
ESTATE

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - 2.6%

AUTOS, TIRES, & ACCESSORIES -
1.5%

Delphi Automotive Systems 908,609 $ 17,831
Corp. (a)

Ford Motor Co. 3,448,300 196,769

General Motors Corp. 1,300,000 89,700

304,300

CONSUMER DURABLES - 1.0%

Minnesota Mining & 2,227,900 191,042
Manufacturing Co.

HOME FURNISHINGS - 0.1%

Newell Rubbermaid, Inc. 457,400 18,525

TOTAL DURABLES 513,867

ENERGY - 10.8%

ENERGY SERVICES - 1.9%

Baker Hughes, Inc. 1,680,100 52,293

Halliburton Co. 4,604,600 190,515

Schlumberger Ltd. 2,109,100 126,941

369,749

OIL & GAS - 8.9%

Atlantic Richfield Co. 1,380,300 115,514

BP Amoco PLC 2 -

BP Amoco PLC sponsored ADR 4,354,638 466,491

Burlington Resources, Inc. 944,600 40,559

Chevron Corp. 815,500 75,587

Conoco, Inc. Class A 1,103,600 29,935

Exxon Corp. 7,268,600 580,579

Royal Dutch Petroleum Co. (NY 2,092,900 118,380
Registry Gilder 1.25)

Texaco, Inc. 759,000 49,715

Total SA:

Class B 997,649 121,339

sponsored ADR 100,900 6,136

Unocal Corp. 750,000 29,813

USX-Marathon Group 3,094,100 92,630

1,726,678

TOTAL ENERGY 2,096,427

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - 23.9%

BANKS - 5.5%

Bank of America Corp. 2,486,300 $ 160,833

Bank of New York Co., Inc. 2,512,056 89,806

Chase Manhattan Corp. 10,494,800 760,873

U.S. Bancorp 2,008,300 65,270

1,076,782

CREDIT & OTHER FINANCE - 10.6%

American Express Co. 6,287,712 761,992

Associates First Capital 6,787,260 278,278
Corp. Class A

Citigroup, Inc. 14,090,721 933,503

Household International, Inc. 2,247,786 97,498

2,071,271

FEDERAL SPONSORED CREDIT - 4.8%

Fannie Mae 8,724,000 593,232

Freddie Mac 5,835,900 340,306

933,538

INSURANCE - 2.6%

American International Group, 1,085,600 124,098
Inc.

Hartford Financial Services 4,066,700 257,219
Group, Inc.

MBIA, Inc. 1,716,800 117,279

498,596

SECURITIES INDUSTRY - 0.4%

Morgan Stanley, Dean Witter & 896,400 86,503
Co.

TOTAL FINANCE 4,666,690

HEALTH - 9.2%

DRUGS & PHARMACEUTICALS - 6.8%

American Home Products Corp. 1,176,900 67,819

Bristol-Myers Squibb Co. 7,870,900 540,141

Lilly (Eli) & Co. 3,164,200 226,043

Merck & Co., Inc. 5,081,800 343,022

Pharmacia & Upjohn, Inc. 447,400 24,803

Schering-Plough Corp. 2,944,400 132,682

1,334,510

MEDICAL EQUIPMENT & SUPPLIES
- - 2.4%

Abbott Laboratories 1,738,900 78,577

Baxter International, Inc. 1,864,100 120,351

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES
- - CONTINUED

Becton, Dickinson & Co. 3,402,200 $ 131,835

Johnson & Johnson 1,384,800 128,267

459,030

TOTAL HEALTH 1,793,540

HOLDING COMPANIES - 0.2%

ABB AB Series A 3,235,200 44,019

INDUSTRIAL MACHINERY &
EQUIPMENT - 7.3%

ELECTRICAL EQUIPMENT - 4.5%

Emerson Electric Co. 1,332,000 85,082

General Electric Co. 7,758,200 788,912

Honeywell, Inc. 123,800 11,715

885,709

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.6%

Cooper Industries, Inc. 113,600 5,630

Deere & Co. 2,651,300 100,915

Illinois Tool Works, Inc. 595,100 45,674

Ingersoll-Rand Co. 1,645,300 104,785

Parker-Hannifin Corp. 61,900 2,704

Tyco International Ltd. 2,711,438 236,912

496,620

POLLUTION CONTROL - 0.2%

Browning-Ferris Industries, 680,800 28,253
Inc.

Waste Management, Inc. 200,000 10,575

38,828

TOTAL INDUSTRIAL MACHINERY & 1,421,157
EQUIPMENT

MEDIA & LEISURE - 8.0%

BROADCASTING - 4.8%

CBS Corp. (a) 3,238,400 135,203

Comcast Corp. Class A 1,141,400 43,944
(special)

MediaOne Group, Inc. 1,208,800 89,300

Time Warner, Inc. 9,665,981 657,891

926,338

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

ENTERTAINMENT - 1.3%

Disney (Walt) Co. 2,121,700 $ 61,795

Fox Entertainment Group, Inc. 416,000 10,608
(a)

King World Productions, Inc. 92,800 3,097
(a)

News Corp. Ltd.: sponsored 1,209,300 40,134
ADR

sponsored ADR (ltd. vtg.) 625,800 19,048

Viacom, Inc. Class B 3,257,600 125,418
(non-vtg.) (a)

260,100

PUBLISHING - 0.6%

McGraw-Hill Companies, Inc. 2,199,900 114,120

RESTAURANTS - 1.3%

McDonald's Corp. 6,513,200 250,758

TOTAL MEDIA & LEISURE 1,551,316

NONDURABLES - 5.0%

BEVERAGES - 0.5%

Brown-Forman Corp. Class B 23,300 1,554

PepsiCo, Inc. 2,766,900 99,090

100,644

FOODS - 0.4%

Dean Foods Co. 1,094,500 41,044

Flowers Industries, Inc. 1,400,200 31,154

Nabisco Holdings Corp. Class A 208,800 8,744

80,942

HOUSEHOLD PRODUCTS - 2.8%

Avon Products, Inc. 3,506,000 173,328

Procter & Gamble Co. 715,300 66,791

Unilever NV 3,020,178 197,255

Unilever PLC 12,330,267 108,660

546,034

TOBACCO - 1.3%

British American Tobacco PLC 2,789,600 25,514

Philip Morris Companies, Inc. 5,744,400 221,518

247,032

TOTAL NONDURABLES 974,652

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - 3.7%

GENERAL MERCHANDISE STORES -
2.0%

Dayton Hudson Corp. 2,097,400 $ 132,136

Federated Department Stores, 250,000 13,625
Inc. (a)

Nordstrom, Inc. 2,378,400 84,433

Saks, Inc. (a) 1,461,572 40,376

Wal-Mart Stores, Inc. 2,795,200 119,145

389,715

GROCERY STORES - 1.6%

Albertson's, Inc. 1,217,900 65,158

American Stores Co. 1,289,200 42,544

Kroger Co. (a) 3,608,700 211,334

319,036

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.1%

Toys R Us, Inc. (a) 529,100 12,202

TOTAL RETAIL & WHOLESALE 720,953

SERVICES - 0.4%

PRINTING - 0.3%

Donnelley (R.R.) & Sons Co. 1,418,300 51,413

SERVICES - 0.1%

ServiceMaster Co. 1,665,050 30,179

TOTAL SERVICES 81,592

TECHNOLOGY - 6.9%

COMPUTER SERVICES & SOFTWARE
- - 2.2%

Electronic Data Systems Corp. 350,000 19,688

International Business 3,477,000 404,419
Machines Corp.

424,107

COMPUTERS & OFFICE EQUIPMENT
- - 4.2%

Hewlett-Packard Co. 1,749,200 164,971

Pitney Bowes, Inc. 5,480,400 349,376

Xerox Corp. 5,599,200 314,605

828,952

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - 0.5%

Motorola, Inc. 375,900 $ 31,129

Texas Instruments, Inc. 544,200 59,522

90,651

TOTAL TECHNOLOGY 1,343,710

TRANSPORTATION - 1.4%

RAILROADS - 1.4%

Burlington Northern Santa Fe 5,334,900 165,382
Corp.

CSX Corp. 1,350,700 63,398

Union Pacific Corp. 918,800 52,429

281,209

UTILITIES - 8.3%

CELLULAR - 1.0%

ALLTEL Corp. 2,649,900 189,965

ELECTRIC UTILITY - 1.0%

CMS Energy Corp. 1,722,000 80,073

Duke Energy Corp. 580,000 34,981

Entergy Corp. 414,900 13,458

PG&E Corp. 1,777,900 60,004

188,516

GAS - 0.2%

Enron Corp. 668,300 47,700

TELEPHONE SERVICES - 6.1%

Ameritech Corp. 2,505,600 164,900

AT&T Corp. 7,082,950 393,104

MCI WorldCom, Inc. (a) 4,044,794 349,369

SBC Communications, Inc. 5,225,000 267,128

Sprint Corp. (FON Group) 106,100 11,963

1,186,464

TOTAL UTILITIES 1,612,645

TOTAL COMMON STOCKS 18,502,873
(Cost $12,965,937)

CONVERTIBLE PREFERRED STOCKS
- - 0.5%

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.0%

Ingersoll Rand Co./Ingersoll 22,400 $ 655
Rand Finance $1.68 Income
PRIDES

MEDIA & LEISURE - 0.5%

BROADCASTING - 0.5%

MediaOne Group, Inc. 1,032,700 86,489
(AirTouch Communucations,
Inc.) $3.63 PIES

TOTAL CONVERTIBLE PREFERRED 87,144
STOCKS
(Cost $71,592)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CONVERTIBLE BONDS - 0.2%

MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT (000S)

MEDIA & LEISURE - 0.2%

PUBLISHING - 0.2%

News America Holdings, Inc. Baa3 $ 68,010 47,267
liquid yield option notes 0%
3/11/13 (Cost $45,424)

CASH EQUIVALENTS - 4.4%

Taxable Central Cash Fund (b) 861,644,521 861,645
(Cost $861,645)

TOTAL INVESTMENT IN $ 19,498,929
SECURITIES - 100%
(Cost $13,944,598)

</TABLE>

SECURITY TYPE ABBREVIATIONS

PIES - Premium Income Equity
Securities

PRIDES - Preferred Redeemable
Increased Dividend Equity
Securities

LEGEND

(a) Non-income producing

(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.82%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.

INCOME TAX INFORMATION

At May 31, 1999, the aggregate cost of investment securities for
income tax purposes was $13,992,705,000.

Net unrealized appreciation aggregated $5,506,224,000, of which
$5,774,260,000 related to appreciated investment securities and
$268,036,000 related to depreciated investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) MAY 31, 1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 19,498,929
value (cost $13,944,598) -
See accompanying schedule

Receivable for investments 907
sold

Receivable for fund shares 12,292
sold

Dividends receivable 62,388

Interest receivable 6,442

Other receivables 286

TOTAL ASSETS 19,581,244

LIABILITIES

Payable for investments $ 12,478
purchased

Payable for fund shares 17,466
redeemed

Accrued management fee 8,090

Other payables and accrued 2,940
expenses

TOTAL LIABILITIES 40,974

NET ASSETS $ 19,540,270

Net Assets consist of:

Paid in capital $ 12,445,436

Undistributed net investment 69,999
income

Accumulated undistributed net 1,470,880
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 5,553,955
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 636,676 $ 19,540,270
shares outstanding

NET ASSET VALUE, offering $30.69
price and redemption price
per share ($19,540,270
(divided by) 636,676 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED MAY 31, 1999
(UNAUDITED)

INVESTMENT INCOME $ 125,852
Dividends

Special dividend from 21,160
Unilever NV

Special dividend from 16,543
Unilever PLC

Interest (including income on 30,710
securities loaned of $1,006)

TOTAL INCOME 194,265

EXPENSES

Management fee $ 47,316

Transfer agent fees 16,255

Accounting and security 522
lending fees

Non-interested trustees' 70
compensation

Custodian fees and expenses 164

Registration fees 226

Audit 18

Legal 33

Reports to shareholders 377

Miscellaneous 24

Total expenses before 65,005
reductions

Expense reductions (1,627) 63,378

NET INVESTMENT INCOME 130,887

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

Investment securities 1,548,855

Foreign currency transactions 168 1,549,023

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (51,887)

Assets and liabilities in (484) (52,371)
foreign currencies

NET GAIN (LOSS) 1,496,652

NET INCREASE (DECREASE) IN $ 1,627,539
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1999 YEAR ENDED NOVEMBER 30, 1998
(UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 130,887 $ 215,282
income

Net realized gain (loss) 1,549,023 1,578,191

Change in net unrealized (52,371) 1,388,942
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,627,539 3,182,415
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (99,302) (200,602)
From net investment income

From net realized gain (1,468,613) (1,714,025)

TOTAL DISTRIBUTIONS (1,567,915) (1,914,627)

Share transactions Net 1,418,015 2,699,403
proceeds from sales of shares

Reinvestment of distributions 1,487,807 1,855,162

Cost of shares redeemed (2,031,529) (3,866,382)

NET INCREASE (DECREASE) IN 874,293 688,183
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 933,917 1,955,971
IN NET ASSETS

NET ASSETS

Beginning of period 18,606,353 16,650,382

End of period (including $ 19,540,270 $ 18,606,353
undistributed net investment
income of $69,999 and
$38,414, respectively)

OTHER INFORMATION
Shares

Sold 46,296 93,193

Issued in reinvestment of 51,291 69,690
distributions

Redeemed (66,329) (135,365)

Net increase (decrease) 31,258 27,518

</TABLE>

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

SIX MONTHS ENDED MAY 31, 1999 YEARS ENDED NOVEMBER 30,

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 30.73 $ 28.81 $ 25.17 $ 21.53 $ 18.57 $ 18.85
period

Income from Investment
Operations

Net investment income .20 D, E .35 D .42 D .48 .42 .37

Net realized and unrealized 2.34 4.84 4.87 4.23 3.80 .53
gain (loss)

Total from investment 2.54 5.19 5.29 4.71 4.22 .90
operations

Less Distributions

From net investment income (.16) (.33) (.49) (.43) (.40) (.47)

From net realized gain (2.42) (2.94) (1.16) (.64) (.86) (.71)

Total distributions (2.58) (3.27) (1.65) (1.07) (1.26) (1.18)

Net asset value, end of $ 30.69 $ 30.73 $ 28.81 $ 25.17 $ 21.53 $ 18.57
period

TOTAL RETURN B, C 8.83% 20.05% 22.30% 22.75% 24.13% 4.91%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 19,540 $ 18,606 $ 16,650 $ 15,596 $ 11,553 $ 7,605
millions)

Ratio of expenses to average .68% A .68% .70% .73% .76% .83%
net assets

Ratio of expenses to average .66% A, F .66% F .68% F .72% F .75% F .81% F
net assets after expense
reductions

Ratio of net investment 1.36% A 1.20% 1.58% 2.13% 2.37% 2.36%
income to average net assets

Portfolio turnover rate 71% A 62% 77% 46% 45% 75%

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E INVESTMENT INCOME PER SHARE REFLECTS SPECIAL DIVIDENDS FROM UNILEVER
NV AND UNILEVER PLC WHICH AMOUNTED TO
$.03 AND $.03 PER SHARE, RESPECTIVELY.
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 May 31, 1999 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity Equity-Income II Fund (the fund) is a fund of Fidelity
Financial 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 (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust. The
financial statements have been prepared in conformity with generally
accepted accounting principles which require management to make
certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the fund:

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

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

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

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

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, 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.

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 &

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT - CONTINUED

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

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

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $6,412,628,000 and $6,847,796,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates ranged from .2500% to .5200% for the
period. The annual individual fund fee rate is .20%. In the event that
these rates were lower than the contractual rates in effect during the
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. For the period, the management
fee was equivalent to an annualized rate of .49% of average net
assets.

TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

TRANSFER AGENT FEES - CONTINUED

asset-based fees that vary according to account size and type of
account. FSC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements. For the period, the
transfer agent fees were equivalent to an annualized rate of .17% 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 $1,471,000 under this arrangement.

In addition, the fund has entered into an arrangement with its
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's transfer agent fees were reduced by $156,000
under this arrangement.

MANAGING YOUR INVESTMENTS

BY PHONE

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

PRESS
1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

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

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

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

TO VISIT FIDELITY

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

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

455 Market Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

3 Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

1 West Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

470 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

MICHIGAN

280 North Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

MINNESOTA

7600 France Avenue South
Edina, MN

MISSOURI

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

200 North Broadway
St. Louis, MO

NEW JERSEY

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 Franklin Avenue
Garden City, NY

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

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

OHIO

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

OREGON

16850 SW 72 Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

TENNESSEE

6150 Poplar Road
Memphis, TN

TEXAS

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

8180 Greensboro Drive
McLean, VA

WASHINGTON

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

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

TO WRITE FIDELITY

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

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

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

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

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

SELLING SHARES

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

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

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

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

SELLING SHARES

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

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

GENERAL CORRESPONDENCE

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

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

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

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Bettina E. Doulton, Vice President
Richard A. Spillane, Jr., Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead

* INDEPENDENT TRUSTEES

EII-SANN-0799 79613
1.704739.101

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

CUSTODIAN
Chase Manhattan Bank, N.A.
New York, NY

FIDELITY'S GROWTH AND INCOME FUNDS
Balanced Fund
Convertible Securities Fund
Equity-Income Fund
Equity-Income II Fund
Fidelity (registered trademark) Fund
Global Balanced Fund
Growth & Income Portfolio
Growth & Income II Portfolio
Puritan(registered trademark) Fund
Real Estate Investment Portfolio
Utilities Fund

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

SEMIANNUAL REPORT
MAY 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 18 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 22 Footnotes to the financial
statements.

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

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

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

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

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

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

PERIODS ENDED MAY 31, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY RETIREMENT GROWTH 13.21% 23.29% 132.74% 357.67%

S&P 500 (registered trademark) 12.61% 21.03% 215.95% 426.65%

Capital Appreciation Funds 17.09% 17.54% 137.43% 279.60%
Average

</TABLE>

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or 10 years. For example, if you had invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare the fund's returns to the performance
of the Standard & Poor's 500 Index - a market capitalization-weighted
index of common stocks. To measure how the fund's performance stacked
up against its peers, you can compare it to the capital appreciation
funds average, which reflects the performance of mutual funds with
similar objectives tracked by Lipper Inc. The past six months average
represents a peer group of 281 mutual funds. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED MAY 31, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY RETIREMENT GROWTH 23.29% 18.41% 16.43%

S&P 500 21.03% 25.87% 18.07%

Capital Appreciation Funds 17.54% 17.20% 12.89%
Average

$10,000 OVER 10 YEARS
Retirement Growth S&P 500
00073 SP001
1989/05/31 10000.00 10000.00
1989/06/30 9859.45 9943.00
1989/07/31 10787.07 10840.85
1989/08/31 10913.56 11053.33
1989/09/30 11075.19 11008.01
1989/10/31 10688.69 10752.63
1989/11/30 10976.81 10971.98
1989/12/31 11281.50 11235.31
1990/01/31 10725.69 10481.42
1990/02/28 10837.81 10616.63
1990/03/31 10927.50 10897.97
1990/04/30 10613.58 10625.52
1990/05/31 11607.67 11661.51
1990/06/30 11869.27 11582.21
1990/07/31 11824.42 11545.15
1990/08/31 10613.58 10501.47
1990/09/30 9484.95 9990.05
1990/10/31 9178.50 9947.09
1990/11/30 9813.82 10589.67
1990/12/31 10135.83 10885.12
1991/01/31 10603.06 11359.71
1991/02/28 11477.23 12171.93
1991/03/31 11778.67 12466.50
1991/04/30 11854.03 12496.41
1991/05/31 12245.90 13036.26
1991/06/30 11462.16 12439.20
1991/07/31 12208.22 13018.87
1991/08/31 12728.20 13327.41
1991/09/30 12886.45 13104.85
1991/10/31 13346.14 13280.45
1991/11/30 12969.35 12745.25
1991/12/31 14756.25 14203.30
1992/01/31 14788.63 13939.12
1992/02/29 14999.09 14120.33
1992/03/31 14537.70 13844.98
1992/04/30 14699.59 14252.03
1992/05/31 14974.80 14321.86
1992/06/30 14424.38 14108.47
1992/07/31 14918.14 14685.50
1992/08/31 14513.42 14384.45
1992/09/30 14683.40 14554.19
1992/10/31 15144.79 14605.13
1992/11/30 16002.80 15103.16
1992/12/31 16319.86 15288.93
1993/01/31 16726.86 15417.36
1993/02/28 16200.74 15627.03
1993/03/31 16657.37 15956.76
1993/04/30 16528.32 15570.61
1993/05/31 17401.89 15987.90
1993/06/30 17630.21 16034.27
1993/07/31 17749.33 15970.13
1993/08/31 18742.03 16575.40
1993/09/30 18811.52 16447.77
1993/10/31 19367.42 16788.24
1993/11/30 19119.25 16628.75
1993/12/31 19931.35 16829.96
1994/01/31 20494.54 17402.17
1994/02/28 20284.29 16930.58
1994/03/31 19354.73 16192.40
1994/04/30 19531.79 16399.67
1994/05/31 19664.58 16668.62
1994/06/30 19233.00 16260.24
1994/07/31 19719.91 16793.57
1994/08/31 20671.60 17482.11
1994/09/30 20439.21 17053.80
1994/10/31 20527.74 17437.51
1994/11/30 19930.17 16802.44
1994/12/31 19943.53 17051.62
1995/01/31 20030.66 17493.76
1995/02/28 20489.85 18175.50
1995/03/31 20924.22 18711.85
1995/04/30 21470.29 19262.92
1995/05/31 21743.32 20032.86
1995/06/30 22190.10 20498.22
1995/07/31 23269.82 21177.94
1995/08/31 23443.57 21231.10
1995/09/30 23952.40 22127.05
1995/10/31 23431.16 22048.06
1995/11/30 24200.61 23015.97
1995/12/31 24785.83 23459.25
1996/01/31 25154.63 24257.81
1996/02/29 25414.95 24482.68
1996/03/31 25497.15 24718.45
1996/04/30 26305.50 25082.80
1996/05/31 26538.41 25729.68
1996/06/30 25962.98 25827.71
1996/07/31 24496.99 24686.64
1996/08/31 24921.72 25207.28
1996/09/30 26058.88 26625.95
1996/10/31 25853.37 27360.29
1996/11/30 27456.36 29428.46
1996/12/31 26851.70 28845.48
1997/01/31 28140.70 30647.75
1997/02/28 28031.99 30888.02
1997/03/31 26339.20 29618.84
1997/04/30 27208.89 31387.08
1997/05/31 28855.09 33297.93
1997/06/30 30361.52 34789.67
1997/07/31 33110.36 37557.89
1997/08/31 31961.13 35453.89
1997/09/30 33638.39 37395.70
1997/10/31 31231.21 36146.69
1997/11/30 31790.30 37819.92
1997/12/31 31830.72 38469.29
1998/01/31 32907.48 38894.76
1998/02/28 36534.49 41699.85
1998/03/31 37743.49 43835.29
1998/04/30 38329.10 44276.28
1998/05/31 37120.10 43515.17
1998/06/30 39254.74 45282.75
1998/07/31 39160.28 44800.49
1998/08/31 32510.78 38323.24
1998/09/30 35514.39 40778.22
1998/10/31 37667.92 44095.13
1998/11/30 40425.96 46767.73
1998/12/31 43254.97 49462.49
1999/01/31 46266.53 51531.01
1999/02/28 43878.30 49929.43
1999/03/31 46353.37 51927.10
1999/04/30 46787.60 53938.24
1999/05/28 45767.17 52664.76
IMATRL PRASUN SHR__CHT 19990531 19990611 140505 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Retirement Growth Fund on May 31, 1989. As the
chart shows, by May 31, 1999, the value of the investment would have
grown to $45,767 - a 357.67% 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 $52,665 - a 426.65% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(photograph of Fergus Shiel)

An interview with Fergus Shiel, Portfolio Manager of Fidelity
Retirement Growth Fund

Q. HOW DID THE FUND PERFORM, FERGUS?

A. For the six months that ended May 31, 1999, the fund returned
13.21%, compared to 12.61% for the Standard & Poor's 500 Index and
17.09% for the capital appreciation funds average tracked by Lipper
Inc. For the 12 months that ended May 31, 1999, the fund returned
23.29%, while the S&P 500 index and the Lipper average returned 21.03%
and 17.54%, respectively.

Q. WHAT FACTORS CAUSED THE FUND TO LAG THE LIPPER PEER GROUP, YET
OUTPERFORM THE S&P 500 INDEX DURING THE PERIOD?

A. The Lipper capital appreciation funds average is a large category,
and it's very difficult to say for sure what my competitors were
investing in during the period. Most likely, the fund lagged the peer
group due in part to my underweighting relative to the Lipper average
in smaller-cap value stocks and in cyclical stocks, which rallied
dramatically during the period. Relative to the S&P 500 index, the
fund benefited from strong stock selection, particularly in technology
companies, and a successful shift into biotechnology shares rather
than large-cap pharmaceutical companies, which performed poorly during
the period. While I sold both of these holdings during the period,
fund performance also was helped by strength in our positions in
financial stocks, particularly electronic brokerage start-up E*Trade
Group and consumer finance company Providian.

Q. YOU INDICATED THAT YOU SHIFTED ASSETS INTO BIOTECHNOLOGY COMPANIES.
CAN YOU TELL US A BIT MORE ABOUT THIS INVESTMENT CHANGE AND SPECIFIC
HOLDINGS?

A. Sure. I made a large transition into biotechnology stocks, which
now occupy four out of the top 10 holdings in the fund. Leaders in the
biotechnology industry and strong contributors to the fund were
Immunex and Amgen. When these companies first started out, they were
spending a lot of money on the research and development (R&D) of new
drugs, but they weren't making much money. Today, however, their R&D
spending is paying off and they are producing an array of effective
and profitable new products. As a result, the stock prices of these
companies rallied significantly as the market realized the potential
demand and profitability of these new drugs.

Q. WHAT ABOUT THE FUND'S TECHNOLOGY AND UTILITIES HOLDINGS?

A. In these sectors, the fund benefited from an eclectic mix of
companies in various industries, including wireless communications,
telecommunications and computer software. Top contributors from these
groups were Microsoft, MCI WorldCom and cellular telephone
manufacturer Nokia. Each of these holdings boosted fund performance as
they produced strong earnings growth resulting from their dominant
market positions.

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

A. The fund's exposure to pharmaceutical stocks such as Eli Lilly &
Co. and Schering-Plough hurt fund performance. The entire group came
under pressure toward the end of the period as investors shunned
expensive growth companies for cyclical and value stocks. In addition,
these companies suffered from the perception that their key products
may lose patent protection, and increased competition could put
pressure on earnings. My feeling was that, while these companies were
recently out of favor, they can perform well, given their defensive
characteristics, especially if the global economy doesn't turn around
as anticipated.

Q. WHAT'S YOUR OUTLOOK?

A. Given the increase in bond yields and concerns about inflation, the
stock market has been very resilient. However, I would not be
surprised if the market shifts gears and instead chooses to focus on
the negative message the bond market is sending. In response, we would
see short-term weakness in the equity market. Over the long-term,
though, I think a short-term pull back in the stock market is healthy
and would represent a buying opportunity given the positive outlook
for U.S. companies and stocks. There is still a lot of liquidity in
the market, in the form of new cash that eventually has to find a
home. The U.S. equity market will most likely be the primary
beneficiary of this steady flow of new investments.

(checkmark)FUND FACTS

GOAL: to provide capital
appreciation

FUND NUMBER: 073

TRADING SYMBOL: FDFFX

START DATE: March 25, 1983

SIZE: as of May 31, 1999,
more than $5.3 billion

MANAGER: J. Fergus Shiel,
since 1996; manager,
Fidelity Trend Fund,
1995-1996; Fidelity
Dividend Growth Fund,
1994-1995; Fidelity Select
Broadcast & Media Portfolio,
1993; Fidelity Select
Telecommunications Portfolio,
1992-1994; Fidelity Select
Consumer Products Portfolio,
1991-1993; joined Fidelity
in 1989

FERGUS SHIEL ON INVESTMENT
OPPORTUNITIES IN THE
TELECOMMUNICATIONS
INDUSTRY:

"The Internet and the changing
business environment offer
tremendous opportunities for the
telecommunications industry,
namely because the telephone
companies are going to be the
primary carriers of data and
Internet traffic. Today, telephone
voice service accounts for the
majority of revenues and is more
profitable than data and Internet
service; however, data and Internet
traffic are growing exponentially
faster than voice transmission.

"In general, the telephone business
is a `fixed-cost' business, and any
incremental increase in demand
quickly adds to earnings. As an
illustration, let's say a telephone
company with fixed costs and total
capacity for 100 calls carries 10
phone calls a day, but then
increases that business to 20 calls a
day. Given that the costs are fixed,
the revenue generated by those
extra 10 calls goes straight to the
bottom line. With unused network
capacity in the industry that should
be absorbed by the massive increase
in demand for data and Internet
traffic, we should see strong
earnings growth. We've already seen
the stock of many
telecommunications and Internet
equipment manufacturers benefit
from the surge in demand for data
and Internet access. On the other
hand, I don't believe the market
has fully recognized the potential
of many telecommunications
companies, and, as a result, I will
be keeping a close eye on them."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF MAY 31,
1999

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

Safeway, Inc. 4.1 2.1

Microsoft Corp. 3.6 2.6

Nokia AB sponsored ADR 3.5 1.7

Immunex Corp. 3.3 0.0

Ameritech Corp. 3.0 0.2

Amgen, Inc. 3.0 0.9

Associates First Capital 2.4 0.9
Corp. Class A

Biogen, Inc. 2.3 0.0

Genzyme Corp. (General 2.1 0.0
Division)

Merck & Co., Inc. 2.1 2.0

TOP FIVE MARKET SECTORS AS OF
MAY 31, 1999

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

HEALTH 23.9 18.2

TECHNOLOGY 21.3 18.0

FINANCE 11.4 9.2

RETAIL & WHOLESALE 9.7 5.9

UTILITIES 7.3 8.1

</TABLE>

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

AS OF MAY 31, 1999 * AS OF NOVEMBER 30, 1998 **

Stocks 93.3% Stocks 97.4%

Bonds 0.2% Bonds 0.2%

Short-Term Investments 6.5% Short-Term Investments 2.4%

* FOREIGN INVESTMENTS 11.0% ** FOREIGN INVESTMENTS 11.5%

Row: 1, Col: 1, Value: 93.3 Row: 1, Col: 1, Value: 97.0
Row: 1, Col: 4, Value: 1.0 Row: 1, Col: 4, Value: 1.0
Row: 1, Col: 8, Value: 6.0 Row: 1, Col: 8, Value: 2.0
</TABLE>

INVESTMENTS MAY 31, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 93.3%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 0.2%

United Technologies Corp. 199,960 $ 12,410

BASIC INDUSTRIES - 0.2%

IRON & STEEL - 0.0%

Armco, Inc. (a) 250,000 1,609

METALS & MINING - 0.0%

Belden, Inc. 52,300 1,232

PACKAGING & CONTAINERS - 0.2%

Crown Cork & Seal Co., Inc. 322,900 10,131

TOTAL BASIC INDUSTRIES 12,972

DURABLES - 1.0%

AUTOS, TIRES, & ACCESSORIES -
0.6%

Ford Motor Co. 500,000 28,531

Johnson Controls, Inc. 25,000 1,577

30,108

CONSUMER ELECTRONICS - 0.4%

Gemstar International Group 380,400 23,513
Ltd. (a)

TOTAL DURABLES 53,621

ENERGY - 1.9%

ENERGY SERVICES - 1.9%

ENSCO International, Inc. 2,200,000 39,050

Global Marine, Inc. (a) 4,250,400 59,771

98,821

FINANCE - 11.4%

BANKS - 2.1%

Bank of Ireland, Inc.:

(Great Britain) 2,421,500 45,110

(Ireland) 754,300 13,965

Bank of New York Co., Inc. 600,000 21,450

Mellon Bank Corp. 500,000 17,844

SunTrust Banks, Inc. 197,900 13,358

111,727

CREDIT & OTHER FINANCE - 6.2%

American Express Co. 557,700 67,586

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE -
CONTINUED

Associates First Capital 3,040,742 $ 124,670
Corp. Class A

Citigroup, Inc. 1,150,000 76,188

Household International, Inc. 1,291,100 56,001

324,445

FEDERAL SPONSORED CREDIT - 1.6%

Fannie Mae 570,000 38,760

Freddie Mac 752,200 43,863

82,623

INSURANCE - 0.2%

Xl Capital Ltd. 200,000 12,163

SECURITIES INDUSTRY - 1.3%

Bear Stearns Companies, Inc. 400,000 17,750

Merrill Lynch & Co., Inc. 100,000 8,400

Morgan Stanley, Dean Witter & 350,000 33,775
Co.

Schwab (Charles) Corp. 100,000 10,581

70,506

TOTAL FINANCE 601,464

HEALTH - 23.9%

DRUGS & PHARMACEUTICALS - 19.5%

Allergan, Inc. 800,000 74,400

Amgen, Inc. (a) 2,478,200 156,746

Biogen, Inc. (a) 1,100,000 120,038

Centocor, Inc. (a) 300,000 13,031

Elan Corp. PLC sponsored ADR 600,000 32,400
(a)

Genzyme Corp. (General 2,752,773 111,659
Division)

IDEC Pharmaceuticals Corp. (a) 110,800 5,588

Immunex Corp. (a) 1,330,000 174,396

Lilly (Eli) & Co. 1,300,700 92,919

Medimmune, Inc. (a) 493,500 31,399

Merck & Co., Inc. 1,643,200 110,916

Schering-Plough Corp. 2,413,800 108,772

1,032,264

MEDICAL EQUIPMENT & SUPPLIES
- - 3.0%

AmeriSource Health Corp. 1,800,200 53,218
Class A (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES
- - CONTINUED

Guidant Corp. 2,100,000 $ 105,000

Mentor Corp. 85,000 1,355

159,573

MEDICAL FACILITIES MANAGEMENT
- - 1.4%

Health Management Associates, 3,324,800 43,222
Inc. Class A (a)

Lincare Holdings, Inc. (a) 679,900 16,743

Universal Health Services, 251,900 12,564
Inc. Class B (a)

72,529

TOTAL HEALTH 1,264,366

HOLDING COMPANIES - 1.2%

Kinnevik Investment AB:

rights 7/30/99 (a) 6,069,000 4,235

Series B 2,926,000 60,909

65,144

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.6%

ELECTRICAL EQUIPMENT - 1.4%

General Electric Co. 751,300 76,398

POLLUTION CONTROL - 1.2%

Waste Management, Inc. 1,150,000 60,806

TOTAL INDUSTRIAL MACHINERY & 137,204
EQUIPMENT

MEDIA & LEISURE - 5.4%

BROADCASTING - 1.6%

Clear Channel Communications, 100,000 6,606
Inc. (a)

MediaOne Group, Inc. 632,700 46,741

Nielsen Media Research, Inc. 1,103,400 29,516

82,863

ENTERTAINMENT - 0.6%

Disney (Walt) Co. 600,000 17,475

Viacom, Inc. Class B 383,200 14,753
(non-vtg.) (a)

32,228

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

LEISURE DURABLES & TOYS - 1.1%

Hasbro, Inc. 2,100,000 $ 60,113

LODGING & GAMING - 0.5%

Circus Circus Enterprises, 464,200 9,806
Inc. (a)

Jurys Hotel Group PLC 1,812,200 16,401

26,207

PUBLISHING - 0.5%

Independent Newspapers PLC 4,884,346 25,153
(United Kingdom)

RESTAURANTS - 1.1%

Starbucks Corp. (a) 1,550,000 57,641

TOTAL MEDIA & LEISURE 284,205

NONDURABLES - 4.0%

AGRICULTURE - 0.2%

IAWS Group PLC 3,278,275 12,993

FOODS - 1.1%

Quaker Oats Co. 869,600 57,448

HOUSEHOLD PRODUCTS - 2.4%

Clorox Co. 800,000 80,750

Ecolab, Inc. 698,000 29,665

Procter & Gamble Co. 160,000 14,940

125,355

TOBACCO - 0.3%

Philip Morris Companies, Inc. 400,000 15,425

Universal Corp. 50,000 1,306

16,731

TOTAL NONDURABLES 212,527

RETAIL & WHOLESALE - 9.7%

APPAREL STORES - 0.6%

Ross Stores, Inc. 729,900 33,530

DRUG STORES - 0.8%

Walgreen Co. 1,697,200 39,460

GENERAL MERCHANDISE STORES -
2.7%

Arnotts PLC (d) 1,667,488 13,305

Dayton Hudson Corp. 1,353,300 85,258

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

GENERAL MERCHANDISE STORES -
CONTINUED

Dillards, Inc. Class A 100,000 $ 3,513

Dollar General Corp. 732,500 19,457

Family Dollar Stores, Inc. 925,600 20,652

142,185

GROCERY STORES - 4.1%

Safeway, Inc. (a) 4,673,600 217,318

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.5%

Bed Bath & Beyond, Inc. (a) 1,284,400 43,910

PETsMART, Inc. (a) 3,330,270 29,972

Staples, Inc. (a) 200,000 5,750

79,632

TOTAL RETAIL & WHOLESALE 512,125

SERVICES - 2.3%

ADVERTISING - 2.2%

ADVO, Inc. (a) 945,600 18,735

Interpublic Group of 596,000 45,147
Companies, Inc.

Omnicom Group, Inc. 743,800 52,066

115,948

PRINTING - 0.1%

Bowne & Co., Inc. 136,400 2,285

SERVICES - 0.0%

Armor Holdings, Inc. (a) 90,500 945

TOTAL SERVICES 119,178

TECHNOLOGY - 21.3%

COMMUNICATIONS EQUIPMENT - 5.4%

Cisco Systems, Inc. (a) 100,000 10,900

Lucent Technologies, Inc. 850,000 48,344

Newbridge Networks Corp. (a) 1,460,340 40,298

Nokia AB sponsored ADR 2,600,000 184,600

284,142

COMPUTER SERVICES & SOFTWARE
- - 10.8%

Affiliated Computer Services, 36,000 1,562
Inc. Class A (a)

BMC Software, Inc. 150,000 7,416

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Citrix Systems, Inc. (a) 850,000 $ 42,022

Computer Sciences Corp. (a) 481,100 31,121

Electronic Data Systems Corp. 300,000 16,875

Exodus Communications, Inc. 95,300 7,148
(a)

IMS Health, Inc. 1,610,200 39,651

Inktomi Corp. (a) 35,400 3,646

International Business 700,000 81,419
Machines Corp.

Legato Systems, Inc. (a) 750,000 41,063

Microsoft Corp. (a) 2,350,000 189,616

Siebel Systems, Inc. 1,080,421 49,193

Veritas Software Corp. (a) 700,000 61,775

572,507

COMPUTERS & OFFICE EQUIPMENT
- - 3.5%

Dell Computer Corp. (a) 400,000 13,775

Hewlett-Packard Co. 192,100 18,117

Lexmark International Group, 475,000 64,659
Inc. Class A (a)

Xerox Corp. 1,568,800 88,147

184,698

ELECTRONICS - 1.6%

Broadcom Corp. Class A (a) 160,000 15,320

Texas Instruments, Inc. 650,000 71,094

86,414

TOTAL TECHNOLOGY 1,127,761

TRANSPORTATION - 1.1%

AIR TRANSPORTATION - 0.0%

Ryanair Holdings PLC 2,400 106
sponsored ADR (a)

RAILROADS - 0.3%

Canadian National Railway Co. 237,100 15,178

SHIPPING - 0.8%

Irish Continental Group PLC 2,058,000 27,690
(d)

Peninsular & Oriental Steam 879,100 12,842
Navigation Co.

40,532

TOTAL TRANSPORTATION 55,816

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - 7.1%

CELLULAR - 0.6%

Millicom International 670,500 $ 24,138
Cellular SA (a)

Societe Europeene de 2,351,260 7,246
Communication SA unit (a)

31,384

TELEPHONE SERVICES - 6.5%

Ameritech Corp. 2,417,500 159,102

BellSouth Corp. 1,200,000 56,625

ESAT Telecom Group PLC 651,600 24,109
sponsored ADR (a)

MCI WorldCom, Inc. (a) 1,099,618 94,980

SBC Communications, Inc. 203,800 10,419

345,235

TOTAL UTILITIES 376,619

TOTAL COMMON STOCKS 4,934,233
(Cost $4,269,713)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
NONCONVERTIBLE BONDS - 0.2%

MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT (000S)

UTILITIES - 0.2%

CELLULAR - 0.2%

Millicom International Caa1 $ 14,696 10,949
Cellular SA 0% 6/1/06 (c)
(Cost $10,153)

CASH EQUIVALENTS - 6.5%

Taxable Central Cash Fund (b) 342,408,984 342,409
(Cost $342,409)

TOTAL INVESTMENT IN $ 5,287,591
SECURITIES - 100%
(Cost $4,622,275)
</TABLE>

LEGEND

(a) Non-income producing

(c) Debt obligation initially issued in zero coupon form which
converts to coupon form at a specified rate and date. The rate shown
is the rate at period end.

(d) Affiliated company

Distribution of investments by country of issue, as a percentage of
total value of investments in securities, is as follows:

United States of America 89.0%

Ireland 3.9

Finland 3.5

Sweden 1.2

Canada 1.1

Others (individually less 1.3
than 1%)

TOTAL 100.0%

INCOME TAX INFORMATION

At May 31, 1999, the aggregate cost of investment securities for
income tax purposes was $4,661,144,000. Net unrealized appreciation
aggregated $626,447,000, of which $835,018,000 related to appreciated
investment securities and $208,571,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) MAY 31, 1999(UNAUDITED)

ASSETS

Investment in securities, at $ 5,287,591
value (cost $4,622,275) -
See accompanying schedule

Receivable for investments 223,880
sold

Receivable for fund shares 4,933
sold

Dividends receivable 2,480

Interest receivable 1,156

Other receivables 1,915

TOTAL ASSETS 5,521,955

LIABILITIES

Payable for investments $ 213,641
purchased

Payable for fund shares 5,227
redeemed

Accrued management fee 1,895

Other payables and accrued 840
expenses

TOTAL LIABILITIES 221,603

NET ASSETS $ 5,300,352

Net Assets consist of:

Paid in capital $ 3,917,999

Undistributed net investment 10,070
income

Accumulated undistributed net 707,007
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 665,276
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 251,402 $ 5,300,352
shares outstanding

NET ASSET VALUE, offering $21.08
price and redemption price
per share ($5,300,352
(divided by) 251,402 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED MAY 31, 1999
(UNAUDITED)

INVESTMENT INCOME $ 19,010
Dividends (including $2,861
received from affiliated
issuers)

Special dividend from 2,148
Kinnevik Investment AB
Series B

Interest 4,683

TOTAL INCOME 25,841

EXPENSES

Management fee Basic fee $ 15,097

Performance adjustment (4,276)

Transfer agent fees 4,407

Accounting fees and expenses 450

Non-interested trustees' 22
compensation

Custodian fees and expenses 204

Registration fees 197

Audit 28

Legal 42

Interest 12

Miscellaneous 99

Total expenses before 16,282
reductions

Expense reductions (1,490) 14,792

NET INVESTMENT INCOME 11,049

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

Investment securities 773,664
(including realized gain
(loss) of $1,158 on sales
of investments in affiliated
issuers)

Foreign currency transactions (245) 773,419

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (173,928)

Assets and liabilities in (28) (173,956)
foreign currencies

NET GAIN (LOSS) 599,463

NET INCREASE (DECREASE) IN $ 610,512
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1999 YEAR ENDED NOVEMBER 30,
(UNAUDITED) 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 11,049 $ 29,783
income

Net realized gain (loss) 773,419 581,695

Change in net unrealized (173,956) 405,091
appreciation (depreciation)

NET INCREASE (DECREASE) IN 610,512 1,016,569
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (30,323) (25,385)
From net investment income

From net realized gain (608,308) (665,849)

TOTAL DISTRIBUTIONS (638,631) (691,234)

Share transactions Net 683,181 1,008,952
proceeds from sales of shares

Reinvestment of distributions 637,147 690,187

Cost of shares redeemed (636,140) (1,393,869)

NET INCREASE (DECREASE) IN 684,188 305,270
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 656,069 630,605
IN NET ASSETS

NET ASSETS

Beginning of period 4,644,283 4,013,678

End of period (including $ 5,300,352 $ 4,644,283
undistributed net investment
income of $10,070 and
$29,344, respectively)

OTHER INFORMATION
Shares

Sold 32,391 51,663

Issued in reinvestment of 32,238 42,187
distributions

Redeemed (30,227) (72,941)

Net increase (decrease) 34,402 20,909

</TABLE>

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

SIX MONTHS ENDED MAY 31, 1999 YEARS ENDED NOVEMBER 30,

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 21.40 $ 20.47 $ 20.04 $ 19.50 $ 18.01 $ 19.26
period

Income from Investment
Operations

Net investment income .04 D, G .13 D, F .13 D .26 .34 .19

Net realized and unrealized 2.52 4.34 2.61 2.14 3.09 .58
gain (loss)

Total from investment 2.56 4.47 2.74 2.40 3.43 .77
operations

Less Distributions

From net investment income (.14) (.13) (.26) (.34) (.20) (.14)

From net realized gain (2.74) (3.41) (2.05) (1.52) (1.74) (1.88)

Total distributions (2.88) (3.54) (2.31) (1.86) (1.94) (2.02)

Net asset value, end of period $ 21.08 $ 21.40 $ 20.47 $ 20.04 $ 19.50 $ 18.01

TOTAL RETURN B, C 13.21% 27.16% 15.78% 13.45% 21.43% 4.24%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 5,300 $ 4,644 $ 4,014 $ 4,205 $ 3,970 $ 3,163
millions)

Ratio of expenses to average .64% A .62% .64% .74% .99% 1.07%
net assets

Ratio of expenses to average .58% A, E .57% E .59% E .70% E .99% 1.07%
net assets after expense
reductions

Ratio of net investment .43% A .68% .66% 1.26% 1.92% 1.13%
income to average net assets

Portfolio turnover rate 338% A 266% 205% 230% 108% 72%

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
F INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $0.03 PER SHARE.
G INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND FROM
KINNEVIK INVESTMENT AB SERIES B WHICH AMOUNTED TO $0.01 PER SHARE.

NOTES TO FINANCIAL STATEMENTS
For the period ended May 31, 1999 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

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.

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 $8,265,873,000 and $8,378,985,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

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

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

TRANSFER AGENT FEES - CONTINUED

statements. For the period, the transfer agent fees were equivalent to
an annualized rate of .17% of average net assets.

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

5. 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
the loan was outstanding amounted to $80,597,000. The weighted average
interest rate was 5.2%.

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 $1,419,000 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $3,000 and $68,000, respectively, under these arrangements.

7. TRANSACTIONS WITH AFFILIATED COMPANIES.

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

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

AMOUNT IN THOUSANDS PURCHASE COST SALES COST DIVIDEND INCOME VALUE
AFFILIATE

ADVO, Inc. $ - $ 12,160 $ - $ -
Arnotts PLC - - 252 13,305
Irish Continental Group PLC - - 157 27,690
Kinnevik Investment AB Series - 2,429 2,452 -
B

TOTALS $ - $ 14,589 $ 2,861 $ 40,995

</TABLE>

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