FIDELITY FINANCIAL TRUST, N-30D, 2000-01-24

FIDELITY FINANCIAL TRUST
N-30D, 2000-01-24

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FIDELITY(REGISTERED TRADEMARK)
CONVERTIBLE SECURITIES
FUND

ANNUAL REPORT
NOVEMBER 30, 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 27 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 31 Notes to the financial
statements.

REPORT OF INDEPENDENT 36 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 37

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

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

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

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

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

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-6666 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

U.S. equity indexes once again dominated the financial headlines, led
by the NASDAQ's 15 record highs in 21 November sessions. Meanwhile,
the Standard & Poor's 500SM posted two record closings and the Dow
Jones Industrial Average crept above the 11,000 mark for the first
time since mid-September. However, another Federal Reserve Board
interest rate hike and continued inflation concerns drove down the
price of the benchmark 30-year Treasury.

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

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

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

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

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

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

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

CUMULATIVE TOTAL RETURNS

PERIODS ENDED NOVEMBER 30, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CONVERTIBLE SECURITIES 32.36% 126.56% 337.58%

ML All US Convertible 30.10% 130.47% 285.07%
Securities

Convertible Securities Funds 23.86% 107.41% 222.82%
Average

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, 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 one year average represents
a peer group of 61 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 NOVEMBER 30, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CONVERTIBLE SECURITIES 32.36% 17.77% 15.91%

ML All US Convertible 30.10% 18.17% 14.43%
Securities

Convertible Securities Funds 23.86% 15.38% 12.06%
Average

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

$10,000 OVER 10 YEARS
Convertible Securities ML All Conv. Sec. Index
00308 ML014
1989/11/30 10000.00 10000.00
1989/12/31 10123.21 10024.46
1990/01/31 9747.96 9638.39
1990/02/28 9861.41 9737.57
1990/03/31 10055.03 9916.96
1990/04/30 9975.51 9740.23
1990/05/31 10373.12 10236.64
1990/06/30 10488.94 10252.61
1990/07/31 10417.40 10099.35
1990/08/31 9728.87 9441.19
1990/09/30 9248.77 9063.77
1990/10/31 9067.60 8617.12
1990/11/30 9538.64 9100.21
1990/12/31 9830.23 9323.54
1991/01/31 10439.43 9801.30
1991/02/28 11113.24 10575.28
1991/03/31 11408.71 10867.17
1991/04/30 11539.42 11040.90
1991/05/31 11931.53 11393.36
1991/06/30 11704.98 11080.84
1991/07/31 12176.96 11341.28
1991/08/31 12639.50 11718.20
1991/09/30 12850.48 11739.67
1991/10/31 13403.81 11932.87
1991/11/30 12831.40 11762.63
1991/12/31 13638.21 12343.07
1992/01/31 14326.61 12896.89
1992/02/29 14795.51 13250.52
1992/03/31 14546.00 13167.14
1992/04/30 14666.88 13347.37
1992/05/31 14948.93 13583.51
1992/06/30 14859.74 13423.58
1992/07/31 15266.57 13853.09
1992/08/31 14971.62 13818.15
1992/09/30 15328.27 14104.04
1992/10/31 15687.61 14140.65
1992/11/30 16190.68 14541.87
1992/12/31 16641.28 14985.19
1993/01/31 17197.78 15468.78
1993/02/28 16898.13 15583.11
1993/03/31 17739.03 16177.36
1993/04/30 17901.18 16084.00
1993/05/31 18344.38 16451.77
1993/06/30 18323.38 16559.61
1993/07/31 18508.91 16621.18
1993/08/31 18945.44 17089.30
1993/09/30 19165.53 17258.54
1993/10/31 19606.12 17682.55
1993/11/30 19418.87 17437.76
1993/12/31 19601.41 17703.52
1994/01/31 20089.95 18165.48
1994/02/28 19768.23 17935.67
1994/03/31 18902.90 17194.80
1994/04/30 18589.66 16857.49
1994/05/31 18517.38 16852.16
1994/06/30 18503.44 16661.62
1994/07/31 18832.98 16957.33
1994/08/31 19833.83 17395.99
1994/09/30 19709.95 17173.83
1994/10/31 19833.52 17234.41
1994/11/30 19314.52 16708.05
1994/12/31 19257.23 16641.15
1995/01/31 19257.23 16760.63
1995/02/28 19658.42 17284.50
1995/03/31 20239.36 17753.78
1995/04/30 20695.32 18124.21
1995/05/31 20923.30 18624.61
1995/06/30 21446.65 19260.30
1995/07/31 22009.35 19911.80
1995/08/31 22265.12 20203.52
1995/09/30 22687.73 20466.29
1995/10/31 22132.80 19909.80
1995/11/30 22790.98 20673.47
1995/12/31 22989.38 20749.85
1996/01/31 23457.44 21389.70
1996/02/29 24022.18 21872.80
1996/03/31 24329.32 22101.11
1996/04/30 24899.32 22511.98
1996/05/31 25302.49 23009.55
1996/06/30 25022.63 22668.74
1996/07/31 23843.11 21703.06
1996/08/31 24503.08 22540.11
1996/09/30 25037.97 23160.82
1996/10/31 25335.87 23440.06
1996/11/30 26442.36 24232.01
1996/12/31 26448.36 24053.95
1997/01/31 27306.87 24754.88
1997/02/28 26794.78 24662.52
1997/03/31 25864.74 24133.33
1997/04/30 26230.32 24352.66
1997/05/31 27753.57 25587.93
1997/06/30 28582.66 26390.70
1997/07/31 30030.27 27897.22
1997/08/31 29891.67 27746.12
1997/09/30 31885.84 29028.82
1997/10/31 30241.12 28469.68
1997/11/30 30365.25 28524.76
1997/12/31 30272.08 28760.23
1998/01/31 30983.68 28848.77
1998/02/28 33361.69 30126.14
1998/03/31 35024.23 31233.77
1998/04/30 35654.04 31429.81
1998/05/31 34709.33 30735.54
1998/06/30 35256.06 30995.14
1998/07/31 34903.85 30502.90
1998/08/31 29409.40 26998.10
1998/09/30 30377.97 27536.94
1998/10/31 31657.05 28248.19
1998/11/30 33060.47 29597.45
1998/12/31 35201.41 31329.13
1999/01/31 36420.55 32874.59
1999/02/28 34683.52 31726.02
1999/03/31 36733.18 33038.84
1999/04/30 38350.36 34379.95
1999/05/31 38100.08 34206.38
1999/06/30 40323.05 35467.28
1999/07/31 39799.88 35240.96
1999/08/31 39199.20 34796.65
1999/09/30 39095.71 35025.63
1999/10/31 40773.47 36398.36
1999/11/30 43758.33 38506.79
IMATRL PRASUN SHR__CHT 19991130 19991213 142937 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Convertible Securities Fund on November 30, 1989.
As the chart shows, by November 30, 1999, the value of the investment
would have grown to $43,758 - a 337.58% 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 $38,507 - a 285.07% 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

Over the past year, the technology
sector turned the challenge for
equity market leadership into a
one-horse race, crossing the wire
uncontested while other segments of
the market struggled just to get out
of the gate. For the 12-month
period ending November 30, 1999,
the Standard & Poor's 500 Index -
a market-capitalization-weighted
index of 500 widely held U.S. stocks
- - returned 20.90%. The Dow Jones
Industrial Average - an index of 30
blue-chip stocks - posted a 21.20%
return during the period. Small-cap
stocks also rode the tech wave, as
the Russell 2000(registered trademark) Index - helped
by its healthy 26% weighting in the
sector - returned 15.67% for the
12 months ending November 30,
1999. Spurring the technology
industry on in large part was the
Internet and all of its inherent cost
and productivity efficiencies. Even
the Federal Reserve Board had
trouble reining in the sector and its
influence on the vigorous U.S.
economy. The Fed's three
interest-rate hikes over the final six
months of the period - typically an
effective harness on the
performance of hot growth stocks
- - had little effect on technology's
momentum. Witness the tech-heavy
NASDAQ Index, which returned
71.64% during the 12-month
period, and which set a record high
in 71% of the trading sessions - or,
15 out of 21 days - during
November.

(photograph of Beso Sikharulidze)

An interview with Beso Sikharulidze, Portfolio Manager of Fidelity
Convertible Securities Fund

Q. HOW DID THE FUND PERFORM, BESO?

A. The fund enjoyed a strong period. For the 12 months that ended
November 30, 1999, the fund had a total return of 32.36%. For the same
period, the Merrill Lynch All U.S. Convertible Securities Index
returned 30.10%, and the convertible securities funds average tracked
by Lipper Inc. returned 23.86%.

Q. WHAT FACTORS INFLUENCED FUND PERFORMANCE DURING THE PERIOD?

A. Some good picks, most notably from the fast-growing world of
telecommunications, bolstered fund performance over the past 12
months. The fund's healthy exposure to the energy sector during the
recovery in oil prices also helped, as did its holdings in many of the
basic industries following the April rotation to cyclical - or
economically sensitive - firms. On the other hand, the fund's aversion
to Internet-related securities hurt performance in the first quarter,
as these issues rose sharply during that time. However, this same
stance insulated the fund from a dramatic falloff spurred by the
wholesale flight away from growth names in the second quarter. Having
sizable, relatively illiquid stakes in names such as Federal Mogul - a
global automotive parts manufacturer - and Orbital Sciences - an
aerospace technology and satellite services firm - hurt as cyclicals
were upended later in the spring, beginning a period of extended
decline.

Q. WHAT CHANGES HAVE YOU MADE SINCE TAKING OVER THE FUND IN AUGUST?

A. I shifted some assets from the finance and energy sectors to the
technology, media and leisure, and utilities sectors, gaining further
exposure to the explosion in worldwide communications demand.
Additionally, I felt it appropriate to broaden the portfolio, exposing
it to Internet-related firms. The fact is, we're living in the middle
of an exciting revolution in technology, from which I feel
shareholders can benefit. My extended move into technology was a
timely one, as companies in this sector soared during the late summer
and early fall. The fund was rewarded handsomely for its overweighting
in technology relative to both its benchmark and its value-oriented
peer group. All in all, as a bottom-up investor, I found my time was
best spent on an individual company level, since that's where I feel
the true value exists.

Q. HAS TECHNOLOGY CHANGED THE FACE OF THE CONVERTIBLE SECURITIES
MARKET ALTOGETHER?

A. Most assuredly, it has. In the past, funds invested in convertible
securities were, for the most part, low-volatility vehicles that
comprised mostly blue-chip stocks and other value-oriented equities,
with some protection from falling underlying stock prices. Today,
however, due to the transformation of the convertibles universe as a
whole - and with technology comprising almost half of the market - it
was prudent to adjust the fund in kind. As a result, equity
sensitivity - or the correlation between the convertible security's
value and the share price activity of the underlying stock - went up.
A stronger correlation between the two security types allowed
investors greater exposure to the growth segment of the market during
the period's upturn, while maintaining the downside protection of not
actually owning the stocks themselves.

Q. WHICH HOLDINGS CONTRIBUTED TO PERFORMANCE?

A. Strong global wireless demand lifted Qualcomm, Nextel and MediaOne,
each beneficiaries of the communications boom. Exodus Communications -
a provider of Internet systems and network management solutions -
benefited from the growing need among firms to outsource their
Web-related operations.

Q. WHICH DETRACTED?

A. Federal Mogul sputtered on disappointing earnings resulting from
weak global demand. Shares of waste management concern KTI, Inc. fell
precipitously in response to a failed merger attempt with Casella
Waste Systems in the spring. Orbital Sciences was grounded by
accounting irregularities and earnings shortfalls. The fund no longer
held Orbital Sciences or KTI, Inc. at the close of the period.

Q. WHAT'S YOUR OUTLOOK?

A. Technology has painted a whole new backdrop for the economy, and
it's a revolution that I expect to last for many years to come.
Accordingly, my outlook is quite positive overall, as I intend to
position the fund to fully benefit from this trend. The ongoing
challenge will be in correctly identifying the real winners from all
of the clutter and the noise enveloping the marketplace.

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

(checkmark)FUND FACTS

GOAL: to 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 November 30,
1999, more than $1.2 billion

MANAGER: Beso Sikharulidze,
since August 1999; manager
Fidelity Advisor Health Care
Fund, 1997-1999; several
Fidelity Select Portfolios,
1993-
1999; analyst, 1992-present;
joined Fidelity in 1992

BESO SIKHARULIDZE ON HIS
ASSET-ALLOCATION STRATEGY:

"I look at convertible securities
from an equity perspective and try
to determine if the underlying stock
itself is attractive. Increasing the
fund's weighting in convertibles
relative to pure stocks, as I did
since taking over the fund, wasn't
indicative of my feeling toward them
as an instrument, as much as it was a
reflection of how I felt about each
of the individual companies in
which I was investing. Over the
past 12 months, during the run-up
in technology stock valuations,
many high-tech companies resorted
to issuing convertible securities
as a cheaper way to raise equity
capital. In doing so, the overall
volatility of the convertibles
market and thus the equity
sensitivity of these securities, on
average, increased dramatically. In
order to keep the portfolio's overall
equity sensitivity in check, I chose to
take profits from some of the more
volatile convertibles that had
appreciated in value, and to
purchase new issues with a lower
sensitivity as a hedge against
volatility. Every now and then, if I
feel strongly about a firm and the
convertible security offers extremely
low equity sensitivity, I'll go out and
buy the underlying stock to gain
further exposure to the full breadth
of a potential rally. At the end of
the day, it's all about finding the
optimal investment mix for the
portfolio."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN INVESTMENTS AS OF
NOVEMBER 30, 1999

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

Qualcomm Financial Trust I 3.9 1.3
$2.875

Tribune Co. (America Online, 2.5 0.0
Inc.) $3.14 PHONES

MediaOne Group, Inc. 2.4 0.1

Clear Channel Communications, 2.4 0.0
Inc. 1.5% 12/1/02

DECS Trust VI (Metromedia 2.3 0.0
Fiber Network, Inc.) $2.46

Houston Industries, Inc. 2.2 2.7
(Time Warner) $3.216 ACES

EMC Corp. 3.25% 3/15/02 2.2 0.0

Nextel Communications, Inc. 1.9 0.0
4.75% 7/1/07

Comverse Technology, Inc. 1.7 1.0
4.5% 7/1/05

VERITAS Software 1.7 0.0
Corp./VERITAS Operating
Corp. 1.856% 8/13/06

23.2 5.1

TOP FIVE MARKET SECTORS AS OF
NOVEMBER 30, 1999

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

TECHNOLOGY 25.3 16.5

MEDIA & LEISURE 21.3 14.8

UTILITIES 11.5 9.5

FINANCE 8.3 10.3

INDUSTRIAL MACHINERY & 6.3 2.1
EQUIPMENT

</TABLE>

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

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

Convertible Securities 76.0% Convertible Securities 68.8%

Stocks 20.3% Stocks 20.6%

Nonconvertible Bonds 0.6% Nonconvertible Bonds 0.7%

Short-Term Investments and Short-Term Investments and
Net Other Assets 3.1% Net Other Assets 9.9%

* FOREIGN INVESTMENTS 3.7% ** FOREIGN INVESTMENTS 4.4%

Row: 1, Col: 1, Value: 76.0 Row: 1, Col: 1, Value: 68.8
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 20.3 Row: 1, Col: 3, Value: 20.6
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.6000000000000001 Row: 1, Col: 5, Value: 0.7000000000000001
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: 3.1 Row: 1, Col: 8, Value: 9.9
</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS NOVEMBER 30, 1999

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CORPORATE BONDS - 40.6%

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

CONVERTIBLE BONDS - 40.0%

BASIC INDUSTRIES - 0.4%

CHEMICALS & PLASTICS - 0.1%

Medical Manager Corp. 5% - $ 1,100 $ 1,194
2/15/07

METALS & MINING - 0.3%

Inco Ltd. 5.75% 7/1/04 Ba1 4,250 3,931

TOTAL BASIC INDUSTRIES 5,125

CONSTRUCTION & REAL ESTATE -
0.6%

CONSTRUCTION - 0.6%

Lennar Corp. 0% 7/29/18 Ba1 16,650 6,556

ENERGY - 0.3%

ENERGY SERVICES - 0.3%

Pride International, Inc. 0% B2 11,000 3,726
4/24/18

FINANCE - 1.6%

CREDIT & OTHER FINANCE - 0.5%

Elan Finance Corp. Ltd. Baa3 13,200 6,665
liquid yield option notes 0%
12/14/18 (f)

INSURANCE - 1.1%

Berkshire Hathaway, Inc. 1% Aaa 5,345 12,908
12/2/01

TOTAL FINANCE 19,573

HEALTH - 3.4%

DRUGS & PHARMACEUTICALS - 3.0%

Alpharma, Inc.:

3% 6/1/06 (f) B 960 1,081

5.75% 4/1/05 B 1,100 1,349

Aviron 5.75% 4/1/05 - 1,000 714

Centocor, Inc. 4.75% 2/15/05 AAA 2,250 3,251

Cetus Corp. euro 5.25% 5/21/02 Baa2 1,900 2,166

Genzyme Corp. 5.25% 6/1/05 - 2,370 2,613

Human Genome Sciences, Inc. - 1,700 3,868
5.5% 7/1/06 (f)

IDEC Pharmaceuticals Corp. - 4,510 3,922
liquid yield option note 0%
2/16/19 (f)

Inhale Therapeutic Systems, - 1,000 1,125
Inc. 6.75% 10/13/06 (f)

CORPORATE BONDS - CONTINUED

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

CONVERTIBLE BONDS - CONTINUED

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Integrated Process Equipment
Corp.:

6.25% 9/15/04 (f) B- $ 2,500 $ 1,753

6.25% 9/15/04 B- 750 526

Quintiles Transnational Corp. B1 1,040 1,013
4.25% 5/31/00

Roche Holdings, Inc. liquid - 8,000 4,085
yield option note 0% 5/6/12
(f)

Sepracor, Inc.:

7% 12/15/05 (f) - 5,000 5,238

7% 12/15/05 - 3,200 3,352

36,056

MEDICAL FACILITIES MANAGEMENT
- - 0.4%

HEALTHSOUTH Corp. 3.25% 4/1/03 Ba2 1,250 944

Wellpoint Health Networks, Baa3 7,730 4,706
Inc. 0% 7/2/19

5,650

TOTAL HEALTH 41,706

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.9%

ELECTRICAL EQUIPMENT - 1.0%

ANTEC Corp. 4.5% 5/15/03 B2 2,470 5,903

Cymer, Inc. 3.5% 8/6/04 (e) - 1,000 1,043

Oak Industries, Inc.:

4.875% 3/1/08 (f) B2 500 1,005

4.875% 3/1/08 B2 2,000 4,150

12,101

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.2%

ASM Lithography Holding NV:

2.5% 4/9/05 (f) - NLG 500 382

2.5% 4/9/05 B2 NLG 3,750 2,863

3,245

POLLUTION CONTROL - 0.7%

WMX Technologies, Inc. 2% Ba3 10,000 8,175
1/24/05

TOTAL INDUSTRIAL MACHINERY & 23,521
EQUIPMENT

CORPORATE BONDS - CONTINUED

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

CONVERTIBLE BONDS - CONTINUED

MEDIA & LEISURE - 5.4%

BROADCASTING - 5.2%

American Tower Corp.:

2.25% 10/15/09 (f) - $ 7,100 $ 6,071

6.25% 10/15/09 (f) - 5,000 6,175

CD Radio, Inc. 8.75% 9/29/09 - 1,000 1,115

Clear Channel Communications,
Inc.:

1.5% 12/1/02 Baa3 29,000 28,493

2.625% 4/1/03 Baa3 3,700 5,069

Liberty Media Corp. 4% Baa3 14,000 15,890
11/15/29 (f)

62,813

LODGING & GAMING - 0.1%

Four Seasons Hotels, Inc. 0% Ba2 4,000 1,062
9/23/29

PUBLISHING - 0.1%

News America Holdings, Inc. Baa3 1,500 1,059
liquid yield option notes
0% 3/11/13

Scholastic Corp. 5% 8/15/05 Baa3 1,000 944
(f)

2,003

TOTAL MEDIA & LEISURE 65,878

RETAIL & WHOLESALE - 2.9%

APPAREL STORES - 1.2%

AnnTaylor Stores Corp. 0.55% B2 24,660 14,783
6/18/19 (f)

GENERAL MERCHANDISE STORES -
1.3%

Costco Companies, Inc.:

0% 8/19/17 (f) A3 1,000 1,068

0% 8/19/17 A3 14,000 14,945

16,013

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.4%

HomeBase, Inc. 5.25% 11/1/04 B- 2,000 1,230

Office Depot, Inc. 0% 11/1/08 Baa2 4,000 2,700

3,930

TOTAL RETAIL & WHOLESALE 34,726

CORPORATE BONDS - CONTINUED

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

CONVERTIBLE BONDS - CONTINUED

SERVICES - 2.3%

ADVERTISING - 1.3%

Interpublic Group of
Companies, Inc.:

1.8% 9/16/04 - $ 3,800 $ 4,909

1.87% 6/1/06 (f) - 5,500 5,507

Lamar Advertising Co. 5.25% B2 3,000 4,239
9/15/06

Omnicom Group, Inc. 2.25% Baa1 630 1,148
1/6/13

15,803

SERVICES - 1.0%

ADT Operations, Inc. liquid Baa1 4,230 9,239
yield option notes 0%, 7/6/10

CheckFree Holdings Corp. 6.5% - 2,400 2,676
12/1/06 (f)

11,915

TOTAL SERVICES 27,718

TECHNOLOGY - 17.4%

COMMUNICATIONS EQUIPMENT - 1.3%

Checkpoint Systems, Inc. - 2,000 1,375
5.25% 11/1/05

DSC Communications Corp. 7% A1 7,000 7,166
8/1/04

Level One Communications, A2 1,250 3,142
Inc. 4% 9/1/04

Tekelec 3.25% 11/2/04 (f) - 3,500 3,929

15,612

COMPUTER SERVICES & SOFTWARE
- - 5.7%

Affymetrix, Inc. 5% 10/1/06 - 3,000 2,940
(f)

Amazon.com, Inc. 4.75% 2/1/09 Caa3 3,500 4,344

At Home Corp. 0.5246% 12/28/18 - 9,500 6,816

Automatic Data Processing, Aa3 3,875 4,960
Inc. 0% 2/20/12

Citrix Systems, Inc. 0% - 14,150 10,100
3/22/19

Exodus Communications, Inc.:

5% 3/15/06 (f) CCC 1,110 5,766

5% 3/15/06 CCC 640 3,324

Networks Associates, Inc. 0% - 11,500 4,255
2/13/18

Siebel Systems, Inc. 5.5% - 3,140 5,267
9/15/06 (f)

VERITAS Software - 11,900 20,959
Corp./VERITAS Operating
Corp. 1.856% 8/13/06

68,731

CORPORATE BONDS - CONTINUED

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

CONVERTIBLE BONDS - CONTINUED

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - 5.8%

Adaptec, Inc. 4.75% 2/1/04 B1 $ 11,900 $ 13,521

Comverse Technology, Inc. B 7,120 21,004
4.5% 7/1/05

EMC Corp. 3.25% 3/15/02 Ba2 3,535 26,124

Hewlett-Packard Co. 0% Aa3 9,750 6,008
10/14/17

Ingram Micro, Inc. 0% 6/9/18 Ba1 9,000 2,903

Safeguard Scientifics, Inc. - 900 1,455
5% 6/15/06 (f)

71,015

ELECTRONICS - 4.6%

Brightpoint, Inc.:

0% 3/11/18 (f) B2 7,250 2,356

0% 3/11/18 B2 1,000 325

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

Conexant Systems, Inc. 4.25% B 4,650 12,375
5/1/06

Lattice Semiconductor Corp. - 7,000 8,916
4.75% 11/1/06 (f)

LSI Logic Corp. 4.25% 3/15/04 B1 1,980 4,057
(f)

S3, Inc. 5.75% 10/1/03 - 14,400 12,672

Sanmina Corp. 4.25% 5/1/04 (f) B+ 1,900 2,449

Solectron Corp. 0% 1/27/19 Baa3 8,250 5,543

STMicroelectronics NV 0% - 2,350 2,750
9/22/09

55,568

TOTAL TECHNOLOGY 210,926

UTILITIES - 3.8%

CELLULAR - 2.0%

CoreComm Ltd. 6% 10/1/06 (f) - 1,000 1,195

Nextel Communications, Inc. B1 10,680 23,416
4.75% 7/1/07 (f)

24,611

ELECTRIC UTILITY - 0.8%

AES Corp. 4.5% 8/15/05 B1 8,500 10,168

TELEPHONE SERVICES - 1.0%

Cam-Net Communications - 2,275 0
Network, Inc. 11.5% 4/4/00
(g)(h)

France Telecom SA 4.125% Aaa EUR 4,170 4,376
11/29/04 (f)

CORPORATE BONDS - CONTINUED

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

CONVERTIBLE BONDS - CONTINUED

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Telefonica Europe BV 2% A2 $ 1,625 $ 3,441
7/15/02

Telefonos de Mexico SA de CV BB 3,500 3,938
4.25% 6/15/04

11,755

TOTAL UTILITIES 46,534

TOTAL CONVERTIBLE BONDS 485,989

NONCONVERTIBLE BONDS - 0.6%

UTILITIES - 0.6%

TELEPHONE SERVICES - 0.6%

WinStar Communications, Inc. CCC 8,000 7,040
10% 3/15/08

TOTAL CORPORATE BONDS 493,029
(Cost $415,376)

</TABLE>

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

BASIC INDUSTRIES - 1.0%

IRON & STEEL - 0.2%

Nucor Corp. 46,200 2,330

METALS & MINING - 0.6%

Alcoa, Inc. 110,000 7,205

PAPER & FOREST PRODUCTS - 0.2%

Boise Cascade Corp. 25,800 893

Trex Co., Inc. (a) 66,700 1,718

2,611

TOTAL BASIC INDUSTRIES 12,146

CONSTRUCTION & REAL ESTATE -
0.4%

REAL ESTATE INVESTMENT TRUSTS
- - 0.4%

Apartment Investment & 24,700 919
Management Co. Class A

Duke-Weeks Realty Corp. 51,600 955

Public Storage, Inc. 39,400 899

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
CONTINUED

REAL ESTATE INVESTMENT TRUSTS
- - CONTINUED

Reckson Associates Realty 52,500 $ 1,060
Corp.

Spieker Properties, Inc. 28,300 991

4,824

DURABLES - 0.1%

AUTOS, TIRES, & ACCESSORIES -
0.1%

Barrett Resources Corp. (a) 28,400 754

ENERGY - 1.6%

ENERGY SERVICES - 0.9%

Halliburton Co. 80,700 3,122

Weatherford International, 216,700 7,571
Inc. (a)

10,693

OIL & GAS - 0.7%

Nuevo Energy Co. (a) 130,000 2,007

Sunoco, Inc. 260,400 6,656

8,663

TOTAL ENERGY 19,356

FINANCE - 0.2%

CREDIT & OTHER FINANCE - 0.2%

Associates First Capital 63,600 2,115
Corp. Class A

HEALTH - 1.2%

DRUGS & PHARMACEUTICALS - 1.0%

Eli Lilly & Co. 50,400 3,616

Millennium Pharmaceuticals, 43,600 4,244
Inc. (a)

Warner-Lambert Co. 47,500 4,260

12,120

MEDICAL EQUIPMENT & SUPPLIES
- - 0.1%

Biomet, Inc. 34,400 1,090

MEDICAL FACILITIES MANAGEMENT
- - 0.1%

Express Scripts, Inc. Class A 25,600 1,299
(a)

TOTAL HEALTH 14,509

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.0%

ELECTRICAL EQUIPMENT - 0.0%

Sensormatic Electronics Corp. 1,131 $ 14
(a)(f)

MEDIA & LEISURE - 4.7%

BROADCASTING - 4.6%

AT&T Corp. - Liberty Media 179,700 7,514
Group Class A (a)

Cablevision Systems Corp. 87,040 5,968
Class A (a)

MediaOne Group, Inc. 371,888 29,472

NorthPoint Communication 260,300 7,337
Holdings, Inc.

Time Warner, Inc. 10,120 624

USA Networks, Inc. (a) 128,600 5,144

56,059

ENTERTAINMENT - 0.1%

Fox Entertainment Group, Inc. 45,600 1,049
Class A

TOTAL MEDIA & LEISURE 57,108

PRECIOUS METALS - 1.0%

Newmont Mining Corp. 150,000 3,553

Stillwater Mining Co. (a) 376,908 9,140

12,693

RETAIL & WHOLESALE - 1.0%

DRUG STORES - 0.1%

ProVantage Health Services, 156,700 1,626
Inc. (a)

GROCERY STORES - 0.1%

Kroger Co. (a) 56,000 1,194

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.8%

Circuit City Stores, Inc. - 50,000 2,425
Circuit City Group

Home Depot, Inc. 51,165 4,045

Lowe's Companies, Inc. 58,600 2,919

9,389

TOTAL RETAIL & WHOLESALE 12,209

SERVICES - 0.3%

ADVERTISING - 0.1%

Interpublic Group of 30,800 1,448
Companies, Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - CONTINUED

SERVICES - 0.2%

H&R Block, Inc. 59,500 $ 2,559

TOTAL SERVICES 4,007

TECHNOLOGY - 7.2%

COMMUNICATIONS EQUIPMENT - 1.8%

Cabletron Systems, Inc. (a) 200,000 4,588

Carrier Access Corp. (a) 55,000 3,224

Jabil Circuit, Inc. (a) 103,400 6,611

Lucent Technologies, Inc. 53,300 3,894

Nortel Networks Corp. 28,600 2,104

Terayon Communication 24,000 1,490
Systems, Inc. (a)

21,911

COMPUTER SERVICES & SOFTWARE
- - 3.8%

Akamai Technologies, Inc. 400 95

Digex, Inc. Class A 22,500 754

Foundry Networks, Inc. 2,500 588

Healtheon/Web Maryland Corp. 106,500 4,839

Legato Systems, Inc. (a) 154,900 10,461

Micromuse, Inc. (a) 40,000 4,575

Microsoft Corp. (a) 98,100 8,932

Network Solutions, Inc. Class 17,500 2,624
A (a)

Unisys Corp. (a) 190,554 5,478

Vignette Corp. (a) 20,700 4,282

Visual Networks, Inc. (a) 58,000 3,422

46,050

COMPUTERS & OFFICE EQUIPMENT
- - 0.5%

Alteon Websystems, Inc. 34,800 3,358

Juniper Networks, Inc. 10,500 2,910

6,268

ELECTRONIC INSTRUMENTS - 0.2%

PE Corp. - Biosystems Group 25,200 2,057

ELECTRONICS - 0.9%

JDS Uniphase Corp. (a) 11,300 2,585

Micron Technology, Inc. (a) 45,100 3,027

Motorola, Inc. 23,100 2,639

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

National Semiconductor Corp. 49,700 $ 2,112
(a)

QLogic Corp. (a) 2,100 238

10,601

TOTAL TECHNOLOGY 86,887

TRANSPORTATION - 0.5%

TRUCKING & FREIGHT - 0.5%

CNF Transportation, Inc. 175,000 5,819

United Parcel Service, Inc. 9,000 595
Class B

6,414

UTILITIES - 1.1%

CELLULAR - 0.4%

ALLTEL Corp. 15,000 1,298

Sprint Corp. Series 1 - PCS 15,700 1,440
Group

VoiceStream Wireless Corp. (a) 20,200 1,863

4,601

ELECTRIC UTILITY - 0.2%

Calpine Corp. (a) 25,600 1,510

Illinova Corp. 27,200 874

2,384

GAS - 0.3%

Enron Corp. 86,000 3,273

TELEPHONE SERVICES - 0.2%

MCI WorldCom, Inc. (a) 21,729 1,797

Time Warner Telecom, Inc. 28,700 834

WinStar Communications, Inc. 5,271 268

2,899

TOTAL UTILITIES 13,157

TOTAL COMMON STOCKS 246,193
(Cost $197,221)

CONVERTIBLE PREFERRED STOCKS
- - 36.0%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 0.4%

British Aerospace PLC 7.75% 1,630,000 $ 4,479

BASIC INDUSTRIES - 2.1%

CHEMICALS & PLASTICS - 1.2%

Monsanto Co. $1.625 ACES 126,900 4,957

Sealed Air Corp. Series A, 198,700 9,339
$2.00

14,296

IRON & STEEL - 0.2%

LTV Corp. $4.125 (f) 60,000 3,270

PACKAGING & CONTAINERS - 0.2%

Owens-Illinois, Inc. $2.375 84,000 2,557

PAPER & FOREST PRODUCTS - 0.5%

Georgia-Pacific Corp. $3.75 93,000 3,912

International Paper Capital 41,000 2,129
Trust $2.625

6,041

TOTAL BASIC INDUSTRIES 26,164

ENERGY - 2.8%

OIL & GAS - 2.8%

Apache Corp. $2.015 ACES 90,100 3,052

Chesapeake Energy Corp. $3.50 32,800 1,000

EVI, Inc.:

$2.50 (f) 30,000 1,118

$2.50 205,000 7,636

Pogo Trust I $3.25 QUIPS 103,400 4,860

The Coastal Corp. $1.20 139,700 2,658

Tosco Financing Trust:

$2.875 (f) 104,500 4,918

$2.875 115,000 5,412

Unocal Capital Trust Corp. 78,000 3,881
$3.125

34,535

FINANCE - 6.5%

CREDIT & OTHER FINANCE - 4.7%

Calpine Capital Trust $2.875 85,000 5,185

CVS Trust Automatic Common 79,000 5,668
Exchangeable Securities
Trust $4.23

DECS Trust VI (Metromedia 718,000 27,374
Fiber Network, Inc.) $2.46

CONVERTIBLE PREFERRED STOCKS
- - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE -
CONTINUED

Dollar General STRYPES Trust 50,500 $ 1,957
$3.3536

Federal-Mogul Financing Trust 99,000 3,490
$3.50 (f)

Life Re Corp./Life Re Capital 70,000 5,276
Trust II $3.96

Newell Financial Trust I 118,000 4,809
$2.625 QUIPS

Union Pacific Capital Trust 86,200 3,793
$3.125

57,552

INSURANCE - 0.3%

Jefferson-Pilot Corp. $5.256 32,900 3,183
ACES

INVESTMENT COMPANIES - 1.2%

Amdocs Automatic Common 433,800 14,099
Exchange Securities Trust
$1.51 TRACES

SECURITIES INDUSTRY - 0.3%

Merrill Lynch & Co., Inc. 151,000 2,860
(IMC Global) $2.39 STRYPES

Southwest Securities Group, 17,800 730
Inc. (Knight/Trimark Group,
Inc.) $2.83 DARTS

3,590

TOTAL FINANCE 78,424

HEALTH - 0.4%

DRUGS & PHARMACEUTICALS - 0.3%

Alkermes, Inc. $3.25 15,000 1,134

Cephalon, Inc. $3.63 (f) 40,000 2,640

3,774

MEDICAL EQUIPMENT & SUPPLIES
- - 0.1%

McKesson Financing Trust $2.50 21,500 840

TOTAL HEALTH 4,614

INDUSTRIAL MACHINERY &
EQUIPMENT - 4.4%

ELECTRICAL EQUIPMENT - 4.3%

Loral Space & Communications 41,000 2,035
Ltd. Series C, $3.00

Omnipoint Corp. $3.50 27,000 3,601

Qualcomm Financial Trust I 92,900 47,124
$2.875

52,760

CONVERTIBLE PREFERRED STOCKS
- - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.1%

Ingersoll Rand Co./Ingersoll 37,000 $ 865
Rand Finance $1.68 Income
PRIDES

TOTAL INDUSTRIAL MACHINERY & 53,625
EQUIPMENT

MEDIA & LEISURE - 11.2%

BROADCASTING - 7.3%

Adelphia Communications Corp. 36,300 6,294
$11.00

Comcast Corp. $1.44 109,000 9,681

Cox Communications, Inc.:

$0.125 116,000 6,634

$6.858 113,000 10,114

EchoStar Communications Corp. 16,800 9,139
$3.375

Emmis Communications Corp. 77,000 4,659
$3.125

Entercom Communication 40,000 2,900
Capital Trust $3.13

MediaOne Group, Inc.:

$3.04 317,000 14,186

(Vodafone AirTouch PLC) $3.63 134,100 13,678
PIES

TCI Pacific Communications, 22,600 8,068
Inc. (Telecommunications,
Inc.) Class A, $5.00

UnitedGlobalCom, Inc.:

$3.50 (f) 19,000 1,324

$3.50 25,000 1,743

88,420

ENTERTAINMENT - 0.3%

Premier Parks, Inc. $4.05 PIES 69,400 3,401

PUBLISHING - 3.6%

Readers Digest Automatic 494,800 13,360
Common Exchange Trust $1.93
TRACES

Tribune Co. (America Online, 200,500 30,752
Inc.) $3.14 PHONES

44,112

RESTAURANTS - 0.0%

Wendys Financing I $2.50 10,000 505
TECONS

TOTAL MEDIA & LEISURE 136,438

CONVERTIBLE PREFERRED STOCKS
- - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - 0.6%

BEVERAGES - 0.5%

Seagram Co. Ltd. $3.76 ACES 128,900 $ 5,784

HOUSEHOLD PRODUCTS - 0.1%

Estee Lauder Co. $3.80 TRACES 13,000 969

TOTAL NONDURABLES 6,753

RETAIL & WHOLESALE - 0.2%

GENERAL MERCHANDISE STORES -
0.2%

K mart Financing I $3.875 66,500 2,988

SERVICES - 0.6%

Cendant Corp. $3.75 Income 70,900 1,897
PRIDES

Cendant Corp. $2.91 Growth 200,000 5,132
PRIDES

7,029

TECHNOLOGY - 0.7%

COMMUNICATIONS EQUIPMENT - 0.1%

Globalstar Telecommunications 17,200 991
Ltd. $4.00

COMPUTER SERVICES & SOFTWARE
- - 0.6%

PSINet, Inc. $3.375 100,900 4,856

Verio, Inc. $3.375 (f) 55,500 2,574

7,430

TOTAL TECHNOLOGY 8,421

TRANSPORTATION - 0.1%

RAILROADS - 0.1%

Canadian National Railway Co. 30,000 1,468
$2.62

UTILITIES - 6.0%

ELECTRIC UTILITY - 2.6%

Houston Industries, Inc. 264,200 27,279
(Time Warner) $3.216 ACES

Reliant Energy, Inc. 2% 66,000 4,076

31,355

GAS - 0.1%

Enron Corp. Series J, $10.50 1,100 1,143

TELEPHONE SERVICES - 3.3%

Broadwing, Inc. $3.375 23,000 1,179

CONVERTIBLE PREFERRED STOCKS
- - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Global Crossing Ltd. $6.375 10,000 $ 1,154
(f)

Global TeleSystems Group, 70,000 3,911
Inc. $3.63

Intermedia Communications, 205,500 7,578
Inc. Series D, $1.75
depositary shares

MCI WorldCom, Inc. $2.25 71,000 2,911

McLeodUSA, Inc. $16.87 16,600 6,646

NEXTLINK Communications, Inc. 17,500 2,056
$3.25

Qwest Trends Trust $2.04 (f) 19,000 1,085

Sprint Corp. (Southern New 10,800 864
England Telecommunications)
$2.63 DECS

WinStar Communications, Inc.:

$3.50 21,300 1,219

$72.50 (f) 7,300 7,298

Series D, $3.50 (f) 77,500 4,437

40,338

TOTAL UTILITIES 72,836

TOTAL CONVERTIBLE PREFERRED 437,774
STOCKS
(Cost $370,057)

CASH EQUIVALENTS - 1.0%

Taxable Central Cash Fund, 11,921,073 11,921
5.34% (c)
(Cost $11,921)

TOTAL INVESTMENT PORTFOLIO - 1,188,917
97.9%
(Cost $994,575)

NET OTHER ASSETS - 2.1% 25,030

NET ASSETS - 100% $ 1,213,947

</TABLE>

SECURITY TYPE ABBREVIATIONS

ACES - Automatic Common Exchange
Securities

DARTS - Derivatives Adjustable Ratio
Securities

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

PHONES - Participation Hybrid Option
Note Exchangeable Securities

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

TECONS - Term Convertible Shares

TRACES - Trust Automatic Common
Exchange Securities

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.

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

(e) Debt obligation initially issued at one coupon which converts to a
higher coupon at a specified date. The rate shown is the rate at
period end.

(f) 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
$185,807,000 or 15.3% of net assets.

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

Additional information on each holding is as follows:

SECURITY ACQUISITION DATE ACQUISITION COST (000S)

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

(h) Non-income producing - issuer filed for protection under the
Federal Bankruptcy Code or is in default of interest payment.

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 4.9% AAA, AA, A 2.2%

Baa 7.0% BBB 9.8%

Ba 4.2% BB 3.0%

B 7.8% B 10.9%

Caa 0.4% CCC 1.7%

Ca, C 0.0% CC, C 0.0%

D 0.0%

The percentage not rated by Moody's or S&P amounted to 11.6%. FMR has
determined that unrated debt securities that are lower quality account
for 11.6% of the total value of investment in securities.

INCOME TAX INFORMATION

At November 30, 1999, the aggregate cost of investment securities for
income tax purposes was $998,945,000. Net unrealized appreciation
aggregated $189,972,000, of which $225,798,000 related to appreciated
investment securities and $35,826,000 related to depreciated
investment securities.

The fund hereby designates approximately $41,823,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) NOVEMBER 30, 1999

ASSETS

Investment in securities, at $ 1,188,917
value (cost $994,575) - See
accompanying schedule

Cash 82

Receivable for investments 43,619
sold

Receivable for fund shares 1,524
sold

Dividends receivable 854

Interest receivable 2,989

Other receivables 3

TOTAL ASSETS 1,237,988

LIABILITIES

Payable for investments $ 13,973
purchased

Payable for fund shares 9,219
redeemed

Accrued management fee 605

Other payables and accrued 244
expenses

TOTAL LIABILITIES 24,041

NET ASSETS $ 1,213,947

Net Assets consist of:

Paid in capital $ 910,184

Undistributed net investment 5,377
income

Accumulated undistributed net 104,061
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 194,325
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 54,133 shares $ 1,213,947
outstanding

NET ASSET VALUE, offering $22.43
price and redemption price
per share ($1,213,947
(divided by) 54,133 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED NOVEMBER 30, 1999

INVESTMENT INCOME $ 17,852
Dividends

Interest 21,120

Security lending 22

TOTAL INCOME 38,994

EXPENSES

Management fee Basic fee $ 5,120

Performance adjustment 1,290

Transfer agent fees 2,009

Accounting and securities 386
lending fees

Non-interested trustees' 5
compensation

Custodian fees and expenses 49

Registration fees 55

Audit 46

Legal 11

Interest 4

Reports to shareholders 31

Miscellaneous 3

Total expenses before 9,009
reductions

Expense reductions (263) 8,746

NET INVESTMENT INCOME 30,248

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

Investment securities 112,715

Foreign currency transactions (212) 112,503

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 155,774

Assets and liabilities in 3 155,777
foreign currencies

NET GAIN (LOSS) 268,280

NET INCREASE (DECREASE) IN $ 298,528
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1999 YEAR ENDED NOVEMBER 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 30,248 $ 33,377
income

Net realized gain (loss) 112,503 90,161

Change in net unrealized 155,777 (39,475)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 298,528 84,063
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (32,773) (31,437)
From net investment income

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

TOTAL DISTRIBUTIONS (93,054) (127,036)

Share transactions Net 362,790 458,888
proceeds from sales of shares

Reinvestment of distributions 84,738 119,172

Cost of shares redeemed (425,892) (577,708)

NET INCREASE (DECREASE) IN 21,636 352
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 227,110 (42,621)
IN NET ASSETS

NET ASSETS

Beginning of period 986,837 1,029,458

End of period (including $ 1,213,947 $ 986,837
undistributed net investment
income of $5,377 and $6,817,
respectively)

OTHER INFORMATION
Shares

Sold 18,167 24,071

Issued in reinvestment of 4,632 6,962
distributions

Redeemed (21,698) (30,607)

Net increase (decrease) 1,101 426

</TABLE>

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

YEARS ENDED NOVEMBER 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net investment income .57 B .60 B .64 B .83 .79

Net realized and unrealized 5.01 .86 1.90 1.79 1.94
gain (loss)

Total from investment 5.58 1.46 2.54 2.62 2.73
operations

Less Distributions

From net investment income (.62) (.58) (.80) (.74) (.70)

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

Total distributions (1.76) (2.42) (1.61) (1.64) (.70)

Net asset value, end of period $ 22.43 $ 18.61 $ 19.57 $ 18.64 $ 17.66

TOTAL RETURN A 32.36% 8.88% 14.84% 16.02% 18.00%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,214 $ 987 $ 1,029 $ 1,148 $ 1,049
(in millions)

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

Ratio of expenses to average .82% C .77% C .73% C .83% C .70%
net assets after expense
reductions

Ratio of net investment 2.85% 3.21% 3.46% 4.48% 4.59%
income to average net assets

Portfolio turnover rate 246% 223% 212% 175% 203%

</TABLE>

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

NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1999

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

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

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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 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, market discount, non-taxable dividends and losses
deferred due to wash sales and excise tax regulations. 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.

2. OPERATING POLICIES - CONTINUED

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

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.

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

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 $2,428,934,000 and $2,394,467,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

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 investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .60% 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 annual 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 $59,000 for the
period.

5. SECURITY LENDING.

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

6. BANK BORROWINGS.

The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. The interest
rate on the borrowings is the bank's base rate, as revised from time
to time. The average daily loan balance during the period for which
loans were outstanding amounted to $3,782,000. The weighted average
interest rate was 5.35%.

7. 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 $238,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $16,000 and $9,000, respectively, under these arrangements.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Financial Trust and the Shareholders of
Fidelity Convertible Securities Fund:

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Convertible Securities Fund (a fund of Fidelity Financial
Trust) at November 30, 1999, and the results of its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Fidelity Convertible Securities Fund's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which
included confirmation of securities at November 30, 1999 by
correspondence with the custodian and brokers, provide a reasonable
basis for the opinion expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
January 7, 2000

DISTRIBUTIONS

The Board of Trustees of Fidelity Convertible Securities Fund voted to
pay to shareholders of record at the opening of business on record
date, the following distributions derived from capital gains realized
from sales of portfolio securities, and dividends derived from net
investment income:

PAY DATE RECORD DATE DIVIDENDS CAPITAL GAINS
12/20/99 12/17/99 $.15 $1.45
1/10/00 1/7/00 - $.25

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

A total of 39% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

MANAGING YOUR INVESTMENTS

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

BY PHONE

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

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FASTSM)
1-800-544-5555

PRESS

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

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

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

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

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

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

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

TO WRITE FIDELITY

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

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

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

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

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

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

SELLING SHARES

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

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

GENERAL CORRESPONDENCE

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

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

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

SELLING SHARES

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

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

GENERAL CORRESPONDENCE

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

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., 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

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
Ned C. Lautenbach

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

*INDEPENDENT TRUSTEES

CVS-ANN-0100 88380
1,539184.102

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
and Account Assistance 1-800-544-6666
Product Information 1-800-544-6666
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
Fidelity Automated Service
Telephone (FASTSM) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

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

FIDELITY(REGISTERED TRADEMARK)
EQUITY-INCOME II
FUND

ANNUAL REPORT
NOVEMBER 30, 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.

REPORT OF INDEPENDENT 27 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 28

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

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

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

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

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

PERIODS ENDED NOVEMBER 30, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY EQUITY-INCOME II 8.25% 142.16% 438.69%

Russell 3000 Value 9.54% 173.80% 363.92%**

S&P 500 (registered trademark) 20.90% 236.51% 440.34%

Equity Income Funds Average 5.57% 125.73% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on 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 Russell 3000 Value Index - a market
capitalization-weighted index of value-oriented stocks of U.S.
domiciled corporations - and the Standard & Poors 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
one year average represents a peer group of 242 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges. Lipper has created new comparison
categories that group funds according to portfolio characteristics and
capitalization, as well as by capitalization only. These averages are
listed on page 5 of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED NOVEMBER 30, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY EQUITY-INCOME II 8.25% 19.35% 19.89%

Russell 3000 Value 9.54% 22.32% 18.05%**

S&P 500 20.90% 27.47% 19.93%

Equity Income Funds Average 5.57% 17.57% n/a

** FROM AUGUST 31, 1990

$10,000 OVER LIFE OF FUND
Equity-Income II Russell 3000 Value
00319 RS008

1990/08/31 10000.00 10000.00
1990/09/28 9702.68 9497.73
1990/10/31 9702.68 9342.48
1990/11/30 10089.20 9986.36
1990/12/31 10357.84 10242.71
1991/01/31 10856.29 10723.91
1991/02/28 11823.29 11459.66
1991/03/28 12314.16 11661.45
1991/04/30 12656.50 11747.90
1991/05/31 13300.91 12192.20
1991/06/28 12988.78 11675.69
1991/07/31 13710.35 12152.28
1991/08/30 14233.33 12382.96
1991/09/30 14327.58 12298.91
1991/10/31 14771.77 12498.30
1991/11/29 14327.58 11865.65
1991/12/31 15184.33 12845.31
1992/01/31 15614.16 12933.97
1992/02/28 16117.50 13271.75
1992/03/31 16055.36 13082.80
1992/04/30 16403.25 13592.89
1992/05/29 16582.46 13681.15
1992/06/30 16477.97 13571.03
1992/07/31 16986.62 14094.15
1992/08/31 16636.92 13675.13
1992/09/30 16849.40 13869.90
1992/10/30 16987.86 13907.01
1992/11/30 17648.20 14395.64
1992/12/31 18077.81 14759.30
1993/01/29 18572.21 15217.23
1993/02/26 18901.70 15713.08
1993/03/31 19617.30 16186.87
1993/04/30 19672.49 15964.62
1993/05/28 19970.56 16300.20
1993/06/30 20160.07 16642.60
1993/07/30 20359.79 16837.57
1993/08/31 21025.50 17449.95
1993/09/30 20947.94 17513.14
1993/10/29 21338.14 17539.01
1993/11/30 21014.83 17169.13
1993/12/31 21492.00 17512.14
1994/01/31 22520.39 18171.06
1994/02/28 22087.76 17603.60
1994/03/31 21183.75 16935.85
1994/04/29 21759.45 17244.96
1994/05/31 22017.94 17421.87
1994/06/30 21850.84 17001.24
1994/07/29 22441.40 17507.52
1994/08/31 23209.14 18029.85
1994/09/30 22675.50 17473.82
1994/10/31 23067.28 17657.16
1994/11/30 22046.29 16943.88
1994/12/30 22171.41 17171.54
1995/01/31 22146.28 17635.50
1995/02/28 22947.50 18328.32
1995/03/31 23703.12 18698.80
1995/04/28 24256.99 19286.12
1995/05/31 24823.45 20058.57
1995/06/30 25164.41 20370.68
1995/07/31 26151.25 21083.16
1995/08/31 26290.42 21413.93
1995/09/29 26883.63 22142.26
1995/10/31 26082.85 21856.22
1995/11/30 27366.65 22939.98
1995/12/29 28022.58 23529.51
1996/01/31 28797.08 24207.08
1996/02/29 29164.92 24408.47
1996/03/29 29957.28 24832.31
1996/04/30 30432.37 24982.15
1996/05/31 30722.71 25325.15
1996/06/28 30484.72 25315.12
1996/07/31 29449.54 24317.01
1996/08/30 30126.38 25050.15
1996/09/30 31162.75 26012.56
1996/10/31 31736.63 26944.28
1996/11/29 33591.71 28846.23
1996/12/31 33264.95 28610.54
1997/01/31 34404.70 29898.50
1997/02/28 34728.48 30321.94
1997/03/31 33324.35 29259.58
1997/04/30 34894.38 30407.89
1997/05/30 36888.75 32178.11
1997/06/30 38633.53 33583.58
1997/07/31 41176.89 35999.53
1997/08/29 38804.04 34894.71
1997/09/30 40953.57 37024.78
1997/10/31 39655.95 35992.77
1997/11/28 41081.91 37464.19
1997/12/31 42304.04 38575.18
1998/01/30 42492.74 38014.34
1998/02/27 45118.70 40547.99
1998/03/31 47573.98 42946.92
1998/04/30 47685.65 43227.05
1998/05/29 47494.21 42501.08
1998/06/30 49059.28 42971.81
1998/07/31 48787.27 41980.78
1998/08/31 41346.77 35705.76
1998/09/30 43155.32 37752.22
1998/10/30 46878.65 40525.98
1998/11/30 49318.07 42350.43
1998/12/31 52025.59 43783.05
1999/01/29 52661.94 44026.89
1999/02/26 51946.51 43223.36
1999/03/31 53409.79 44026.86
1999/04/30 55700.78 48132.43
1999/05/28 53672.11 47743.75
1999/06/30 56145.75 49154.73
1999/07/30 54478.92 47734.46
1999/08/31 53356.01 45966.92
1999/09/30 51857.23 44410.50
1999/10/29 53652.09 46716.73
1999/11/30 53388.14 46391.90

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Equity-Income II Fund on August 31, 1990, shortly
after the fund started. As the chart shows, by November 30, 1999, the
value of the investment would have grown to $53,388 - a 433.88%
increase on the initial investment. For comparison, look at how the
Russell 3000 Value Index did over the same period. With dividends and
capital gains, if any, reinvested, the same $10,000 would have grown
to $46,392 - a 363.92% increase. Beginning with this report, the fund
will compare its performance to that of the Russell 3000 Value Index
rather than the S&P 500 Index. The Russell 3000 Value Index more
closely reflects the fund's investment strategy.

(checkmark)UNDERSTANDING
PERFORMANCE

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

* THE LIPPER EQUITY INCOME FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. AS OF NOVEMBER 30, 1999, THE ONE
YEAR, FIVE YEAR AND TEN YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE EQUITY INCOME FUNDS AVERAGE ARE 4.43%, 121.73%,
224.66% AND 4.43%, 17.17% AND 12.40%, RESPECTIVELY.

FUND TALK: THE MANAGERS' OVERVIEW

MARKET RECAP

Over the past year, the technology
sector turned the challenge for
equity market leadership into a
one-horse race, crossing the wire
uncontested while other segments of
the market struggled just to get out
of the gate. For the 12-month
period ending November 30, 1999,
the Standard & Poor's 500 Index -
a market-capitalization-weighted
index of 500 widely held U.S. stocks
- - returned 20.90%. The Dow Jones
Industrial Average - an index of 30
blue-chip stocks - posted a 21.20%
return during the period. Small-cap
stocks also rode the tech wave, as
the Russell 2000 index - helped by
its healthy 26% weighting in the
sector - returned 15.67% for the
12 months ending November 30,
1999. Spurring the technology
industry on in large part was the
Internet and all of its inherent cost
and productivity efficiencies. Even
the Federal Reserve Board had
trouble reining in the sector and its
influence on the vigorous U.S.
economy. The Fed's three
interest-rate hikes over the final six
months of the period - typically an
effective harness on the
performance of hot growth stocks -
had little effect on technology's
momentum. Witness the tech-heavy
NASDAQ Index, which returned
71.64% during the 12-month
period, and which set a record high
in 71% of the trading sessions - or,
15 out of 21 days - during
November.

(photograph of Bettina Doulton)
(photograph of Steve DuFour)

NOTE TO SHAREHOLDERS: The following is an interview with Bettina
Doulton, Portfolio Manager of Fidelity Equity-Income II Fund, with
additional comments from Steve DuFour, who will become manager of the
fund effective February 1, 2000.

Q. HOW DID THE FUND PERFORM, BETTINA?

B.D. For the 12 months ending November 30, 1999, the fund returned
8.25%, outperforming the 5.57% return of the equity income funds
average tracked by Lipper Inc. During the same period, the fund's new
benchmark, the Russell 3000 Value Index - which Steve DuFour will
discuss in his callout box on page 8 - and the Standard & Poor's 500
Index returned 9.54% and 20.90%, respectively. Given the fund's
income-oriented investment approach, its underperformance relative to
the S&P is primarily due to its underweighting of technology stocks,
the vast majority of which do not pay dividends.

Q. WHILE THE FUND PERFORMED BETTER THAN ITS AVERAGE PEER, IT APPEARED
TO BE - JUDGING BY THE NUMBERS - A DIFFICULT YEAR FOR EQUITY-INCOME
FUNDS IN GENERAL . . .

B.D. That's true. It has not been an equity-income year. In my
opinion, the category's broad-based underperformance was due to the
massive revaluation in the marketplace. The big, expensive growth
stocks, particularly in technology, became even more expensive, while
stock prices for the rest of the market - and most of the fund's
investable universe - drifted downward. In other words, the market
abandoned the philosophy of "growth at a reasonable price" and pursued
growth at any price.

Q. CAN YOU EXPLAIN WHAT LED TO THIS DISPARITY IN VALUATIONS AND
INVESTOR INTEREST?

B.D. I think it's a function of how the information age has
dramatically changed the economy. The tech stocks that have done so
well are the enablers of what I call the "new economy." By enablers, I
mean the makers and providers of the servers, the software, the
communications networks and all the related equipment necessary to
operate in this new economy competitively. Investors believe these
companies have good prospects for earnings and revenue growth for the
next several years, and are willing to pay almost any price for this
growth. That leaves the sustainability of growth rates for "old
economy" companies - those built without the cost and productivity
advantages of the Internet and e-commerce - in doubt. Consequently,
investors have become very shy about investing in those areas.

Q. THEN THE OBVIOUS QUESTION BECOMES, HOW DOES THE FUND DEAL WITH THIS
GIVEN ITS LIMITED TECHNOLOGY EXPOSURE?

B.D. I've sought to optimize results by investing in those companies
that appear to have the best prospects among my investable universe.
My focus is on companies that appear to have the technology, the cost
structures, the customer bases, the services and, importantly, the
strategy to adapt their business model to this new economy. The
exciting thing, and the big positive, is that those companies are out
there and the market will likely reward them - as we've seen with some
stocks that did well for the fund over the past year. General
Electric, the fund's largest holding, is a great example. Its stock
had a terrific year, now trading at close to 40 times its earnings,
while its valuation relative to its peers widened out dramatically.
Another example is American Express. Here's a company that
strategically positioned itself by aggressively adapting its
businesses and card products to the e-commerce paradigm, and was
extremely well-rewarded for it.

Q. WHICH OF THE FUND'S HOLDINGS STRUGGLED IN THIS ENVIRONMENT?

B.D. Three positions in the finance sector - Freddie Mac, Fannie Mae
and Associates First Capital - are all fundamentally sound, but were
negatively affected by what the market was willing to pay for in 1999.
Despite hitting their earnings numbers for the year, the companies'
price-to-earnings ratios contracted, resulting in lower stock prices.
Philip Morris, the biggest detractor from fund performance, continued
to struggle with litigation and it, too, experienced a reduction in
growth rates. I reduced this position significantly. Unilever, an
Anglo-Dutch consumer products company, also performed poorly; its
fundamentals failed to develop as expected and its growth rates were
disappointing.

Q. TURNING TO YOU, STEVE, WHAT'S YOUR OUTLOOK FOR THE NEXT FEW MONTHS?

S.D. Actually, I have a positive outlook for the near-term prospects
of the value side of the market. As many economies around the world
continue to show improvement, these recoveries could help spur a
rebound in the performance of some cyclical names as demand for their
products or services increases. Since this is a value-oriented fund,
such a development could be a plus for the fund's investors. Whatever
happens, I will conduct a disciplined search for those stocks that
represent good value in the marketplace.

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

(checkmark)FUND FACTS

GOAL: 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 November 30,
1999 more than $18.1 billion

MANAGER: Steve DuFour,
since February 2000;
manager, Fidelity Balanced
Fund, 1997-2000; Fidelity
Convertible Securities Fund,
January 1997-July 1997;
several Fidelity Select
Portfolios, 1993-1997;
joined Fidelity in 1993

STEVE DUFOUR ON THE FUND'S
BENCHMARK CHANGE TO THE
RUSSELL 3000 VALUE INDEX:

"Given the fund's focus on stocks
with value characteristics, the
Russell 3000 Value Index more
closely reflects the fund's
investment strategy than the
growth-oriented S&P 500. As this
is an equity-income fund, it looks
for a yield that exceeds the
composite yield of securities in
the S&P 500 and does not
generally invest in non-dividend
paying growth stocks - including the
large-cap technology stocks that
have driven the S&P's returns over
the past several years. The Russell
3000 Value Index focuses on
stocks with lower price-to-book
values, which have higher
dividend yields on average. That's
why, in my mind, the Russell 3000
Value Index is a more appropriate
benchmark for the fund.

"To me, value stocks are those that
investors have abandoned for the
wrong reasons. Sometimes a stock
declines because of a general
market panic, and indiscriminate
selling takes good stocks down with
bad ones. Times like that are great
for a value investor like myself.
"At other times, I find value when
the basic business prospects for
an industry improve and market
participants fail to notice. Or the
value catalyst may be
company-specific. A new CEO, an
exciting product or technology in
the pipeline - there are many
factors to consider here.
Nevertheless, value stocks share a
common characteristic: a mismatch
between the current public
perception of their prospects and
the more favorable prospects I see
based on my analysis of the
companies, their industries and,
to some extent, general market
conditions."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF NOVEMBER
30, 1999

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

General Electric Co. 5.2 4.0

Exxon Corp. 4.6 3.0

Chase Manhattan Corp. 4.5 3.9

American Express Co. 4.0 3.9

Fannie Mae 3.8 3.0

Citigroup, Inc. 3.1 4.8

Merck & Co., Inc. 2.9 1.7

SBC Communications, Inc. 2.9 1.4

Bristol-Myers Squibb Co. 2.9 2.8

BP Amoco PLC sponsored ADR 2.4 2.4

36.3 30.9

TOP FIVE MARKET SECTORS AS OF
NOVEMBER 30, 1999

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

FINANCE 21.3 23.9

HEALTH 12.9 9.2

ENERGY 12.3 10.7

INDUSTRIAL MACHINERY & 8.7 7.3
EQUIPMENT

MEDIA & LEISURE 8.2 8.6

</TABLE>

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

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

Stocks 91.8% Stocks 94.7%

Convertible Securities 1.4% Convertible Securities 0.7%

Short-Term Investments and Short-Term Investments and
Net Other Assets 6.8% Net Other Assets 4.6%

* FOREIGN INVESTMENTS 5.7% ** FOREIGN INVESTMENTS 6.6%

Row: 1, Col: 1, Value: 91.8 Row: 1, Col: 1, Value: 94.7
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 1.4 Row: 1, Col: 4, Value: 0.7000000000000001
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 6.8 Row: 1, Col: 8, Value: 4.6
</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS NOVEMBER 30, 1999

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 91.8%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 3.2%

AEROSPACE & DEFENSE - 2.5%

AlliedSignal, Inc. 1,145,400 $ 68,509

Boeing Co. 3,959,200 161,585

Textron, Inc. 2,381,800 169,257

United Technologies Corp. 859,600 48,567

447,918

SHIP BUILDING & REPAIR - 0.7%

General Dynamics Corp. 2,604,930 134,317

TOTAL AEROSPACE & DEFENSE 582,235

BASIC INDUSTRIES - 2.8%

CHEMICALS & PLASTICS - 1.2%

Dow Chemical Co. 307,100 35,969

Engelhard Corp. 1,092,300 18,364

Praxair, Inc. 3,632,600 162,105

Rohm & Haas Co. 11,100 407

216,845

METALS & MINING - 1.4%

Alcoa, Inc. 3,940,300 258,090

PACKAGING & CONTAINERS - 0.2%

Corning, Inc. 360,000 33,728

Crown Cork & Seal Co., Inc. 230,400 4,694

38,422

TOTAL BASIC INDUSTRIES 513,357

CONSTRUCTION & REAL ESTATE -
0.7%

BUILDING MATERIALS - 0.5%

Masco Corp. 3,817,300 96,387

ENGINEERING - 0.2%

Fluor Corp. 728,100 30,626

TOTAL CONSTRUCTION & REAL 127,013
ESTATE

DURABLES - 0.5%

CONSUMER DURABLES - 0.5%

Minnesota Mining & 887,400 84,802
Manufacturing Co.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - 12.3%

ENERGY SERVICES - 1.9%

Baker Hughes, Inc. 1,858,300 $ 46,922

Halliburton Co. 5,976,700 231,224

Schlumberger Ltd. 1,078,500 64,777

342,923

OIL & GAS - 10.4%

Atlantic Richfield Co. 1,429,900 137,807

BP Amoco PLC 4 0

BP Amoco PLC sponsored ADR 7,114,876 433,563

Burlington Resources, Inc. 1,009,700 33,951

Conoco, Inc. Class B 2,773,776 72,638

Exxon Corp. 10,503,000 833,019

Mobil Corp. 744,000 77,609

Royal Dutch Petroleum Co. (NY 1,568,400 90,967
Registry Gilder 1.25)

Total Fina SA:

Class B 997,649 131,939

sponsored ADR 449,500 29,723

USX-Marathon Group 2,107,300 55,712

1,896,928

TOTAL ENERGY 2,239,851

FINANCE - 21.3%

BANKS - 5.3%

Bank of America Corp. 586,500 34,310

Bank of New York Co., Inc. 1,153,956 46,014

Chase Manhattan Corp. 10,616,300 820,109

Mellon Financial Corp. 289,900 10,563

Wells Fargo & Co. 923,800 42,957

953,953

CREDIT & OTHER FINANCE - 7.9%

American Express Co. 4,868,112 736,606

Associates First Capital 4,263,360 141,757
Corp. Class A

Citigroup, Inc. 10,478,581 564,534

1,442,897

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

FEDERAL SPONSORED CREDIT - 5.4%

Fannie Mae 10,257,200 $ 683,386

Freddie Mac 6,001,400 296,319

979,705

INSURANCE - 2.1%

American International Group, 2,295,400 237,000
Inc.

Hartford Financial Services 3,160,500 147,556
Group, Inc.

384,556

SECURITIES INDUSTRY - 0.6%

Morgan Stanley Dean Witter & 934,300 112,700
Co.

TOTAL FINANCE 3,873,811

HEALTH - 12.9%

DRUGS & PHARMACEUTICALS - 10.1%

American Home Products Corp. 100,000 5,200

Bristol-Myers Squibb Co. 7,145,800 522,090

Eli Lilly & Co. 5,055,400 362,725

Merck & Co., Inc. 6,727,700 528,124

Schering-Plough Corp. 4,627,600 236,586

Warner-Lambert Co. 1,972,000 176,864

1,831,589

MEDICAL EQUIPMENT & SUPPLIES
- - 2.8%

Abbott Laboratories 7,587,900 288,340

Baxter International, Inc. 950,700 64,232

Johnson & Johnson 1,474,100 152,938

505,510

TOTAL HEALTH 2,337,099

INDUSTRIAL MACHINERY &
EQUIPMENT - 8.7%

ELECTRICAL EQUIPMENT - 5.6%

ABB Ltd. (Sweden) (a) 24,152 2,374

General Electric Co. 7,303,500 949,451

L. M. Ericsson Telefon AB 583,700 28,127
sponsored ADR Class B

Thomas & Betts Corp. 927,600 38,032

1,017,984

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.1%

Caterpillar, Inc. 1,475,300 $ 68,417

Deere & Co. 2,651,300 113,840

Ingersoll-Rand Co. 2,106,500 102,034

Parker-Hannifin Corp. 1,099,900 51,764

Tyco International Ltd. 5,907,876 236,684

572,739

TOTAL INDUSTRIAL MACHINERY & 1,590,723
EQUIPMENT

MEDIA & LEISURE - 7.3%

BROADCASTING - 3.2%

CBS Corp. (a) 3,391,200 176,342

MediaOne Group, Inc. 1,208,800 95,797

Time Warner, Inc. 4,938,996 304,674

576,813

ENTERTAINMENT - 1.7%

News Corp. Ltd. sponsored:

ADR 1,209,300 41,419

ADR (preferred ltd. vtg.) 625,800 19,361

Viacom, Inc. Class B 3,359,200 167,120
(non-vtg.) (a)

Walt Disney Co. 2,704,100 75,377

303,277

PUBLISHING - 0.9%

McGraw-Hill Companies, Inc. 3,063,900 173,685

RESTAURANTS - 1.5%

McDonald's Corp. 6,022,400 271,008

TOTAL MEDIA & LEISURE 1,324,783

NONDURABLES - 4.5%

BEVERAGES - 0.9%

Anheuser-Busch Companies, 675,000 50,498
Inc.

Brown-Forman Corp. Class B 223,300 13,998

Seagram Co. Ltd. 1,364,350 59,307

The Coca-Cola Co. 525,000 35,339

159,142

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

FOODS - 0.5%

Bestfoods 546,800 $ 29,971

Dean Foods Co. 635,700 25,229

Flowers Industries, Inc. 637,000 10,431

Nabisco Group Holdings Corp. 1,571,400 18,169

Nabisco Holdings Corp. Class A 208,800 6,956

90,756

HOUSEHOLD PRODUCTS - 2.3%

Avon Products, Inc. 1,460,300 53,210

Clorox Co. 883,400 39,367

Gillette Co. 200,000 8,038

Procter & Gamble Co. 1,939,200 209,434

Unilever NV 835,378 45,476

Unilever PLC 9,230,267 68,506

424,031

TOBACCO - 0.8%

British American Tobacco PLC 2,789,600 17,580

Philip Morris Companies, Inc. 4,628,300 121,782

139,362

TOTAL NONDURABLES 813,291

RETAIL & WHOLESALE - 2.6%

GENERAL MERCHANDISE STORES -
2.1%

Dayton Hudson Corp. 2,869,300 202,465

Federated Department Stores, 395,200 18,599
Inc. (a)

Wal-Mart Stores, Inc. 2,679,100 154,383

375,447

GROCERY STORES - 0.5%

Albertson's, Inc. 347,200 11,089

Kroger Co. (a) 3,738,700 79,681

90,770

TOTAL RETAIL & WHOLESALE 466,217

TECHNOLOGY - 6.4%

COMMUNICATIONS EQUIPMENT - 0.5%

Cisco Systems, Inc. (a) 400,000 35,675

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMMUNICATIONS EQUIPMENT -
CONTINUED

Lucent Technologies, Inc. 600,000 $ 43,838

Tellabs, Inc. (a) 257,400 16,699

96,212

COMPUTER SERVICES & SOFTWARE
- - 0.7%

Automatic Data Processing, 1,545,800 76,324
Inc.

Electronic Data Systems Corp. 598,800 38,510

114,834

COMPUTERS & OFFICE EQUIPMENT
- - 3.8%

Compaq Computer Corp. 3,850,000 94,084

EMC Corp. (a) 994,200 83,078

Hewlett-Packard Co. 1,154,000 109,486

International Business 1,807,500 186,285
Machines Corp.

Pitney Bowes, Inc. 4,493,300 215,398

688,331

ELECTRONICS - 1.4%

Motorola, Inc. 999,100 114,147

Texas Instruments, Inc. 1,493,500 143,469

257,616

TOTAL TECHNOLOGY 1,156,993

TRANSPORTATION - 0.6%

RAILROADS - 0.6%

Burlington Northern Santa Fe 2,579,600 74,808
Corp.

CSX Corp. 990,600 35,228

Union Pacific Corp. 79,900 3,760

113,796

UTILITIES - 8.0%

CELLULAR - 1.1%

ALLTEL Corp. 2,302,900 199,201

ELECTRIC UTILITY - 0.4%

CMS Energy Corp. 1,410,800 46,909

Entergy Corp. 892,100 24,589

PG&E Corp. 547,130 12,242

83,740

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - 6.5%

AT&T Corp. 6,082,950 $ 339,885

Bell Atlantic Corp. 654,900 41,463

BellSouth Corp. 1,928,700 89,082

MCI WorldCom, Inc. (a) 1,776,394 146,886

SBC Communications, Inc. 10,107,004 524,933

Sprint Corp. (FON Group) 562,200 39,003

1,181,252

TOTAL UTILITIES 1,464,193

TOTAL COMMON STOCKS 16,688,164
(Cost $12,064,110)

CONVERTIBLE PREFERRED STOCKS
- - 0.9%

BASIC INDUSTRIES - 0.3%

CHEMICALS & PLASTICS - 0.3%

Sealed Air Corp. Series A, 1,000,000 47,000
$2.00

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.0%

Ingersoll Rand Co./Ingersoll 22,400 524
Rand Finance $1.68 Income
PRIDES

MEDIA & LEISURE - 0.6%

BROADCASTING - 0.5%

Cox Communications, Inc. 338,000 30,251
$6.858

MediaOne Group, Inc. 679,800 69,340
(Vodafone AirTouch PLC)
$3.63 PIES

99,591

PUBLISHING - 0.1%

Tribune Co. (America Online, 115,800 17,761
Inc.) $3.14 PHONES

TOTAL MEDIA & LEISURE 117,352

TOTAL CONVERTIBLE PREFERRED 164,876
STOCKS
(Cost $152,088)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CONVERTIBLE BONDS - 0.5%

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

MEDIA & LEISURE - 0.3%

BROADCASTING - 0.1%

Liberty Media Corp. 4% Baa3 $ 13,316 $ 15,114
11/15/29 (c)

PUBLISHING - 0.2%

News America Holdings, Inc. Baa3 68,010 48,032
liquid yield option notes 0%
3/11/13

TOTAL MEDIA & LEISURE 63,146

TECHNOLOGY - 0.2%

COMPUTERS & OFFICE EQUIPMENT
- - 0.2%

EMC Corp. 3.25% 3/15/02 Ba2 4,000 29,560

TOTAL CONVERTIBLE BONDS 92,706
(Cost $85,035)

</TABLE>

CASH EQUIVALENTS - 6.8%

Taxable Central Cash Fund, 1,240,531,228 1,240,531
5.34% (b) (Cost $1,240,531)

TOTAL INVESTMENT PORTFOLIO - 18,186,277
100.0%
(Cost $13,541,764)

NET OTHER ASSETS - (0.0)% (1,904)

NET ASSETS - 100% $ 18,184,373

SECURITY TYPE ABBREVIATIONS

PHONES - Participation Hybrid Option
Note Exchangeable Securities

PIES - Premium Income Equity
Securities

PRIDES - Preferred Redeemable
Increased Dividend Equity
Securities

LEGEND

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $15,114,000 or 0.1% of net assets.

INCOME TAX INFORMATION

At November 30, 1999, the aggregate cost of investment securities for
income tax purposes was $13,594,460,000. Net unrealized appreciation
aggregated $4,591,817,000, of which $4,955,035,000 related to
appreciated investment securities and $363,218,000 related to
depreciated investment securities.

The fund hereby designates approximately $1,724,700,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) NOVEMBER 30, 1999

ASSETS

Investment in securities, at $ 18,186,277
value (cost $13,541,764) -
See accompanying schedule

Receivable for investments 108,471
sold

Receivable for fund shares 5,921
sold

Dividends receivable 22,498

Interest receivable 7,092

Other receivables 436

TOTAL ASSETS 18,330,695

LIABILITIES

Payable for investments $ 72,765
purchased

Payable for fund shares 63,429
redeemed

Accrued management fee 7,412

Other payables and accrued 2,716
expenses

TOTAL LIABILITIES 146,322

NET ASSETS $ 18,184,373

Net Assets consist of:

Paid in capital $ 11,300,082

Undistributed net investment 46,151
income

Accumulated undistributed net 2,193,705
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 4,644,435
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 599,385 $ 18,184,373
shares outstanding

NET ASSET VALUE, offering $30.34
price and redemption price
per share ($18,184,373
(divided by) 599,385 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED NOVEMBER 30, 1999

INVESTMENT INCOME $ 286,722
Dividends

Interest 67,643

Security lending 1,009

TOTAL INCOME 355,374

EXPENSES

Management fee $ 93,475

Transfer agent fees 32,635

Accounting and security 1,070
lending fees

Non-interested trustees' 95
compensation

Custodian fees and expenses 339

Registration fees 145

Audit 79

Legal 83

Reports to shareholders 377

Miscellaneous 62

Total expenses before 128,360
reductions

Expense reductions (3,882) 124,478

NET INVESTMENT INCOME 230,896

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

Investment securities 2,268,248

Foreign currency transactions (345) 2,267,903

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (961,703)

Assets and liabilities in (188) (961,891)
foreign currencies

NET GAIN (LOSS) 1,306,012

NET INCREASE (DECREASE) IN $ 1,536,908
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1999 YEAR ENDED NOVEMBER 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 230,896 $ 215,282
income

Net realized gain (loss) 2,267,903 1,578,191

Change in net unrealized (961,891) 1,388,942
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,536,908 3,182,415
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (219,010) (200,602)
From net investment income

From net realized gain (1,468,602) (1,714,025)

TOTAL DISTRIBUTIONS (1,687,612) (1,914,627)

Share transactions Net 2,373,789 2,699,403
proceeds from sales of shares

Reinvestment of distributions 1,600,445 1,855,162

Cost of shares redeemed (4,245,510) (3,866,382)

NET INCREASE (DECREASE) IN (271,276) 688,183
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) (421,980) 1,955,971
IN NET ASSETS

NET ASSETS

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

End of period (including $ 18,184,373 $ 18,606,353
undistributed net investment
income of $46,151and
$38,414, respectively)

OTHER INFORMATION
Shares

Sold 77,468 93,193

Issued in reinvestment of 54,952 69,690
distributions

Redeemed (138,453) (135,365)

Net increase (decrease) (6,033) 27,518

</TABLE>

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

YEARS ENDED NOVEMBER 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net investment income .37 B .35 B .42 B .48 .42

Net realized and unrealized 2.01 4.84 4.87 4.23 3.80
gain (loss)

Total from investment 2.38 5.19 5.29 4.71 4.22
operations

Less Distributions

From net investment income (.35) (.33) (.49) (.43) (.40)

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

Total distributions (2.77) (3.27) (1.65) (1.07) (1.26)

Net asset value, end of period $ 30.34 $ 30.73 $ 28.81 $ 25.17 $ 21.53

TOTAL RETURN A 8.25% 20.05% 22.30% 22.75% 24.13%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 18,184 $ 18,606 $ 16,650 $ 15,596 $ 11,553
(in millions)

Ratio of expenses to average .66% .68% .70% .73% .76%
net assets

Ratio of expenses to average .64% C .66% C .68% C .72% C .75% C
net assets after expense
reductions

Ratio of net investment 1.19% 1.20% 1.58% 2.13% 2.37%
income to average net assets

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

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1999

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

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

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.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

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

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

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT - CONTINUED

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.

RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities (excluding 144A issues).

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $12,788,548,000 and $14,725,498,000, 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 .2167% to .5200% for the
period. The annual individual fund fee rate is .20%. In the event that
these rates were lower than the contractual rates in effect during the
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. For the period, the management
fee was equivalent to an annual rate of .48% of average net assets.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

5. SECURITY LENDING.

6. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $3,528,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $1,000 and $353,000, respectively, under these arrangements.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Financial Trust and the Shareholders of
Fidelity Equity-Income II Fund:

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Equity-Income II Fund (a fund of Fidelity Financial Trust) at
November 30, 1999, and the results of its operations, the changes in
its net assets and the financial highlights for the periods indicated,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fidelity
Equity-Income II Fund's management; our responsibility is to express
an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at November
30, 1999 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
January 7, 2000

DISTRIBUTIONS

The Board of Trustees of Fidelity Equity Income II Fund voted to pay
to shareholders of record at the opening of business on record date,
the following distributions per share derived from capital gains
realized from sales of portfolio securities, and dividends derived
from net investment income:

PAY DATE RECORD DATE DIVIDENDS CAPITAL GAINS
12/20/99 12/17/99 $.10 $3.30
1/10/00 1/7/00 $- $.05

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

A total of 5.58% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.

A total of 100% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FASTSM)
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 Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

8180 Greensboro Drive
McLean, VA

WASHINGTON

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

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

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

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
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

ADVISORY BOARD
J. Gary Burkhead
Ned C. Lautenbach

*INDEPENDENT TRUSTEES

EII-ANN-0100 88382
1.539196.102

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

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

FIDELITY(REGISTERED TRADEMARK)
RETIREMENT GROWTH
FUND

ANNUAL REPORT
NOVEMBER 30, 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 17 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 21 Footnotes to the financial
statements.

REPORT OF INDEPENDENT 27 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 28

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

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

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

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

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

PERIODS ENDED NOVEMBER 30, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY RETIREMENT GROWTH 27.93% 159.49% 371.14%

S&P 500 (registered trademark) 20.90% 236.51% 415.33%

Capital Appreciation Funds 36.51% 172.31% 308.99%
Average

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, 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 one year average
represents a peer group of 275 mutual funds. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges. Lipper has created new comparison categories that
group funds according to portfolio characteristics and capitalization,
as well as by capitalization only. These averages are listed on page 5
of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED NOVEMBER 30, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY RETIREMENT GROWTH 27.93% 21.01% 16.77%

S&P 500 20.90% 27.47% 17.82%

Capital Appreciation Funds 36.51% 20.11% 13.68%
Average

$10,000 OVER 10 YEARS
Retirement Growth S&P 500
00073 SP001
1989/11/30 10000.00 10000.00
1989/12/31 10277.57 10240.00
1990/01/31 9771.23 9552.90
1990/02/28 9873.37 9676.13
1990/03/31 9955.08 9932.55
1990/04/30 9669.09 9684.23
1990/05/31 10574.72 10628.44
1990/06/30 10813.04 10556.17
1990/07/31 10772.18 10522.39
1990/08/31 9669.09 9571.17
1990/09/30 8640.90 9105.05
1990/10/31 8361.72 9065.90
1990/11/30 8940.50 9651.56
1990/12/31 9233.86 9920.84
1991/01/31 9659.51 10353.38
1991/02/28 10455.89 11093.65
1991/03/31 10730.50 11362.12
1991/04/30 10799.16 11389.39
1991/05/31 11156.15 11881.41
1991/06/30 10442.16 11337.24
1991/07/31 11121.83 11865.55
1991/08/31 11595.53 12146.77
1991/09/30 11739.71 11943.92
1991/10/31 12158.49 12103.97
1991/11/30 11815.22 11616.18
1991/12/31 13443.12 12945.07
1992/01/31 13472.61 12704.29
1992/02/29 13664.34 12869.44
1992/03/31 13244.01 12618.49
1992/04/30 13391.50 12989.47
1992/05/31 13642.22 13053.12
1992/06/30 13140.77 12858.63
1992/07/31 13590.60 13384.55
1992/08/31 13221.89 13110.16
1992/09/30 13376.75 13264.86
1992/10/31 13797.08 13311.29
1992/11/30 14578.74 13765.21
1992/12/31 14867.58 13934.52
1993/01/31 15238.36 14051.57
1993/02/28 14759.06 14242.67
1993/03/31 15175.06 14543.19
1993/04/30 15057.49 14191.25
1993/05/31 15853.32 14571.57
1993/06/30 16061.33 14613.83
1993/07/31 16169.85 14555.37
1993/08/31 17074.20 15107.02
1993/09/30 17137.51 14990.70
1993/10/31 17643.95 15301.01
1993/11/30 17417.86 15155.65
1993/12/31 18157.69 15339.03
1994/01/31 18670.77 15860.56
1994/02/28 18479.22 15430.73
1994/03/31 17632.38 14757.95
1994/04/30 17793.68 14946.86
1994/05/31 17914.66 15191.98
1994/06/30 17521.49 14819.78
1994/07/31 17965.07 15305.87
1994/08/31 18832.07 15933.41
1994/09/30 18620.36 15543.04
1994/10/31 18701.01 15892.76
1994/11/30 18156.61 15313.95
1994/12/31 18168.78 15541.05
1995/01/31 18248.16 15944.03
1995/02/28 18666.49 16565.37
1995/03/31 19062.21 17054.21
1995/04/30 19559.68 17556.46
1995/05/31 19808.42 18258.19
1995/06/30 20215.44 18682.33
1995/07/31 21199.07 19301.84
1995/08/31 21357.36 19350.28
1995/09/30 21820.91 20166.87
1995/10/31 21346.05 20094.87
1995/11/30 22047.04 20977.04
1995/12/31 22580.18 21381.05
1996/01/31 22916.16 22108.86
1996/02/29 23153.31 22313.81
1996/03/31 23228.20 22528.70
1996/04/30 23964.61 22860.77
1996/05/31 24176.80 23450.35
1996/06/30 23652.57 23539.69
1996/07/31 22317.04 22499.71
1996/08/31 22703.97 22974.23
1996/09/30 23739.94 24267.22
1996/10/31 23552.72 24936.51
1996/11/30 25013.06 26821.46
1996/12/31 24462.21 26290.13
1997/01/31 25636.51 27932.73
1997/02/28 25537.47 28151.73
1997/03/31 23995.32 26994.97
1997/04/30 24787.61 28606.57
1997/05/31 26287.32 30348.14
1997/06/30 27659.70 31707.74
1997/07/31 30163.92 34230.72
1997/08/31 29116.96 32313.12
1997/09/30 30644.96 34082.90
1997/10/31 28451.99 32944.54
1997/11/30 28961.33 34469.54
1997/12/31 28998.15 35061.38
1998/01/31 29979.10 35449.16
1998/02/28 33283.34 38005.75
1998/03/31 34384.75 39952.03
1998/04/30 34918.25 40353.94
1998/05/31 33816.83 39660.26
1998/06/30 35761.52 41271.26
1998/07/31 35675.47 40831.72
1998/08/31 29617.70 34928.27
1998/09/30 32354.02 37165.78
1998/10/31 34315.91 40188.84
1998/11/30 36828.51 42624.69
1998/12/31 39405.78 45080.72
1999/01/31 42149.34 46966.00
1999/02/28 39973.63 45506.29
1999/03/31 42228.46 47327.00
1999/04/30 42624.04 49159.97
1999/05/31 41694.42 47999.31
1999/06/30 44859.08 50663.27
1999/07/31 43988.80 49081.56
1999/08/31 44206.37 48838.61
1999/09/30 42703.16 47499.94
1999/10/31 43889.90 50505.74
1999/11/30 47113.90 51532.52
IMATRL PRASUN SHR__CHT 19991130 19991222 103447 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Retirement Growth Fund on November 30, 1989. As
the chart shows, by November 30, 1999, the value of the investment
would have grown to $47,114 - a 371.14% increase on the initial
investment. For comparison, look at how the Standard & Poor's 500
Index did over the same period. With dividends and capital gains, if
any, reinvested, the same $10,000 would have grown to $51,533 - a
415.33% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER MULTI-CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTI-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF NOVEMBER 30, 1999, THE ONE
YEAR, FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE MULTI-CAP GROWTH FUNDS AVERAGE ARE 45.45%, 208.48%,
415.05%, AND 45.45%, 24.90%, AND 17.55%, RESPECTIVELY; AND THE ONE
YEAR, FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE MULTI-CAP SUPERGROUP AVERAGE ARE 22.27%, 165.26%,
311.14%, AND 22.27%, 21.17%, AND 14.82%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

Over the past year, the technology
sector turned the challenge for
equity market leadership into a
one-horse race, crossing the wire
uncontested while other segments of
the market struggled just to get out
of the gate. For the 12-month
period ending November 30, 1999,
the Standard & Poor's 500 Index -
a market-capitalization-weighted
index of 500 widely held U.S. stocks
- - returned 20.90%. The Dow Jones
Industrial Average - an index of 30
blue-chip stocks - posted a 21.20%
return during the period. Small-cap
stocks also rode the tech wave, as
the Russell 2000 (registered trademark) Index - helped
by its healthy 26% weighting in the
sector - returned 15.67% for the
12 months ending November 30,
1999. Spurring the technology
industry on in large part was the
Internet and all of its inherent cost
and productivity efficiencies. Even
the Federal Reserve Board had
trouble reining in the sector and its
influence on the vigorous U.S.
economy. The Fed's three
interest-rate hikes over the final six
months of the period - typically an
effective harness on the
performance of hot growth stocks
- - had little effect on technology's
momentum. Witness the tech-heavy
NASDAQ Index, which returned
71.64% during the 12-month
period, and which set a record high
in 71% of the trading sessions - or,
15 out of 21 days - during
November.

(photograph of Fergus Shiel)

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

Q. HOW DID THE FUND PERFORM, FERGUS?

A. The fund did quite well. For the 12 months that ended November 30,
1999, the fund returned 27.93%. In comparison, the Standard & Poor's
500 Index returned 20.90% during the same period, while the capital
appreciation funds average tracked by Lipper Inc. returned 36.51%.

Q. WHY DID THE FUND BEAT THE INDEX BUT TRAIL THE LIPPER AVERAGE?

A. A substantial overweighting in technology - far and away the
strongest sector during the period - accounted for a lot of the fund's
outperformance relative to the S&P 500. While I can't be certain of
what other funds were holding, I suspect that many of them were more
heavily weighted with technology stocks than the fund was, enabling
the Lipper average to post a higher return. The other explanation is
that for most of the period, growth stocks did much better than value
stocks, and the fund, which typically maintains a balance between
growth and value, was eclipsed by many of its more growth-oriented
peers.

Q. HEALTH CARE WAS THE FUND'S SECOND-LARGEST SECTOR AT THE END OF THE
PERIOD. HOW DID THOSE STOCKS CONTRIBUTE TO PERFORMANCE?

A. Biotechnology stocks were a very positive influence on the fund's
performance, attracting greater attention from investors due to the
companies' promising product pipelines. The fund's overall weighting
of health care stocks fell from 23.9% of net assets six months ago to
15.7% at the end of the period, which still reflected a considerable
overweighting relative to the index. Most of the drop occurred because
I sold some of the fund's holdings of large drug company stocks. These
stocks suffered from the perception that large drug companies would be
increasingly vulnerable to competitive pressures due to expiring
patents on existing products as well as a lull in the development of
exciting new ones.

Q. THE FUND'S FINANCIAL HOLDINGS DIPPED FROM 11.3% OF NET ASSETS SIX
MONTHS AGO TO 4.6% AT THE END OF THE PERIOD. WHAT WAS YOUR REASONING
THERE?

A. I see the financial sector as a cyclical area and judged that we
were not at a particularly favorable stage of the cycle. Loan growth
was solid but unspectacular, and rising short-term interest rates made
it difficult for banks and other lending companies to expand their
profit margins. Additionally, in the latter stages of a credit cycle,
lenders typically face higher costs as more borrowers default on their
loans.

Q. WHICH STOCKS DID WELL FOR THE FUND?

A. Immunex and Amgen were two of the fund's best performers. Immunex
was helped by promising research results on its anti-arthritis drug,
Enbrel, while Amgen enjoyed continued growth in two of its core
products, Epogen and Eupogen. Both stocks also benefited from
favorable investor sentiment for the biotechnology industry. Another
helpful holding was Texas Instruments. The company continued to
solidify its position as a worldwide leader in the manufacture of DSP
chips, which are used in wireless communications.

Q. WHICH STOCKS DETRACTED FROM PERFORMANCE?

A. Safeway, the fund's largest holding at the end of the period, also
was its biggest detractor. The stock fell sharply at the end of
September after the company reported lower-than-expected sales and
earnings. I maintained the fund's position based on my belief that the
company's dedication to cost cutting and renewed focus on revenue
growth would enable its stock to recover. Philip Morris and RJ
Reynolds also hurt performance. Investors fled these two tobacco
stocks when litigation pressures failed to subside after the
settlement of a multi-billion-dollar lawsuit at the state level.

Q. WHAT'S YOUR OUTLOOK, FERGUS?

A. Market conditions should be favorable, especially once Y2K concerns
are out of the way. Economic growth remains robust, with few signs of
inflationary pressures. Investors' recent narrow focus on technology
stocks is somewhat worrisome, but technology continues to be where
most of the growth is occurring. Moreover, the technology sector is
one of the best ways to play the accelerating global growth I see
occurring. Nonetheless, technology valuations are exceedingly high,
and I plan to be alert for opportunities in other market sectors as
they present themselves.

(checkmark)FUND FACTS

GOAL: to provide capital
appreciation

FUND NUMBER: 073

TRADING SYMBOL: FDFFX

START DATE: March 25, 1983

SIZE: as of November 30,
1999, more than $5.9
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
HEALTH CARE STOCKS:

"When looking at the health care
sector, it's important to look `under
the hood' at the different
subsectors that compose it. For
example, service companies such
as HMOs have encountered
considerable difficulties in the past
year or so due to rising costs and
uncertainty about Medicare
reimbursements.

"Even the large drug company
stocks, many of which were part of
the `nifty fifty' stocks that many
investors wanted to own when the
economy was softer, have faltered
lately. These stocks are considered
by many investors to be defensive
because of the perception that the
companies can maintain steady
earnings growth in a variety of
economic environments. Now that
the concerns about a slowing
economy have passed, more investors
are willing to take a chance on the
stocks of smaller and mid-sized
companies in the biotechnology
and medical technology areas.

"Add to that the shifting dynamics
of the product pipelines I mentioned
earlier, which in the case of some
biotechnology companies represent
years of research and
development coming to fruition,
and the result is that
biotechnology has become the star
subsector in health care, at least
for the present."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF NOVEMBER
30, 1999

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

Safeway, Inc. 3.8 4.1

Microsoft Corp. 3.6 3.6

Immunex Corp. 3.5 3.3

Texas Instruments, Inc. 3.4 1.3

L.M. Ericsson Telefon AB 3.3 0.0
sponsored ADR

RJ Reynolds Tobacco Holdings, 3.2 0.0
Inc.

Cisco Systems, Inc. 3.1 0.2

Amgen, Inc. 2.7 3.0

Nokia AB sponsored ADR 2.6 3.5

QUALCOMM, Inc. 2.4 0.0

31.6 19.0

TOP FIVE MARKET SECTORS AS OF
NOVEMBER 30, 1999

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

TECHNOLOGY 35.8 21.3

HEALTH 15.7 23.9

RETAIL & WHOLESALE 12.9 9.7

UTILITIES 5.4 7.3

FINANCE 4.6 11.3

</TABLE>

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

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

Stocks 96.0% Stocks 93.1%

Short-Term Investments and Bonds 0.2%
Net Other Assets 4.0%

* FOREIGN INVESTMENTS 10.1% Short-Term Investments and
Net Other Assets 6.7%

** FOREIGN INVESTMENTS 10.9%

Row: 1, Col: 1, Value: 96.0 Row: 1, Col: 1, Value: 93.09999999999999
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.2
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 4.0 Row: 1, Col: 8, Value: 6.7
</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS NOVEMBER 30, 1999

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 96.0%

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - 1.5%

CHEMICALS & PLASTICS - 0.6%

Praxair, Inc. 319,800 $ 14,271

Sealed Air Corp. (a) 428,400 20,135

34,406

IRON & STEEL - 0.9%

Bethlehem Steel Corp. (a)(c) 6,772,500 42,328

USX-U.S. Steel Group 545,000 13,795

56,123

TOTAL BASIC INDUSTRIES 90,529

CONSTRUCTION & REAL ESTATE -
0.1%

ENGINEERING - 0.1%

Fluor Corp. 162,280 6,826

ENERGY - 2.7%

ENERGY SERVICES - 2.5%

Baker Hughes, Inc. 1,328,500 33,545

ENSCO International, Inc. 2,200,000 44,138

Global Marine, Inc. (a) 4,350,400 66,616

144,299

OIL & GAS - 0.2%

Exxon Corp. 150,000 11,897

TOTAL ENERGY 156,196

FINANCE - 4.6%

BANKS - 1.2%

Bank of Ireland, Inc. 4,926,742 40,641

Bank of New York Co., Inc. 750,000 29,906

70,547

CREDIT & OTHER FINANCE - 0.4%

American Express Co. 169,800 25,693

INSURANCE - 0.5%

American International Group, 184,900 19,091
Inc.

Financial Security Assurance 3,500 185
Holdings Ltd.

Marsh & McLennan Companies, 100,000 7,863
Inc.

27,139

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

SAVINGS & LOANS - 0.2%

Washington Mutual, Inc. 477,200 $ 13,839

SECURITIES INDUSTRY - 2.3%

Charles Schwab Corp. 1,800,600 68,310

E*Trade Group, Inc. (a) 227,300 6,833

Lehman Brothers Holdings, 275,300 21,026
Inc.

Merrill Lynch & Co., Inc. 309,000 24,913

Morgan Stanley Dean Witter & 120,000 14,475
Co.

135,557

TOTAL FINANCE 272,775

HEALTH - 15.7%

DRUGS & PHARMACEUTICALS - 14.9%

Allergan, Inc. 300,000 29,513

American Home Products Corp. 500,000 26,000

Amgen, Inc. (a) 3,500,000 159,469

Biogen, Inc. (a) 1,763,100 128,816

Bristol-Myers Squibb Co. 575,000 42,011

Elan Corp. PLC sponsored ADR 1,000,000 27,375
(a)

Genentech, Inc. 400,000 34,350

Genzyme Corp. - General 3,061,800 110,225
Division

IDEC Pharmaceuticals Corp. (a) 165,900 21,028

Immunex Corp. (a) 2,950,000 209,081

Medimmune, Inc. (a) 688,500 82,749

Schering-Plough Corp. 275,000 14,059

884,676

MEDICAL EQUIPMENT & SUPPLIES
- - 0.8%

Guidant Corp. 910,000 45,500

TOTAL HEALTH 930,176

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.3%

ELECTRICAL EQUIPMENT - 3.3%

L.M. Ericsson Telefon AB 4,047,200 195,024
sponsored ADR

MEDIA & LEISURE - 4.0%

BROADCASTING - 3.3%

Clear Channel Communications, 715,000 57,468
Inc. (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

EchoStar Communications Corp. 1,950,000 $ 128,822
Class A (a)

USA Networks, Inc. (a) 200,000 8,000

194,290

LODGING & GAMING - 0.2%

Jurys Hotel Group PLC 1,812,200 13,751

PUBLISHING - 0.5%

Independent Newspapers PLC 4,884,346 25,616
(United Kingdom)

TOTAL MEDIA & LEISURE 233,657

NONDURABLES - 4.6%

AGRICULTURE - 0.3%

IAWS Group PLC 3,278,275 15,547

HOUSEHOLD PRODUCTS - 0.6%

Clorox Co. 820,000 36,541

TOBACCO - 3.7%

Philip Morris Companies, Inc. 1,200,000 31,575

RJ Reynolds Tobacco Holdings, 8,838,200 188,364
Inc. (c)

219,939

TOTAL NONDURABLES 272,027

RETAIL & WHOLESALE - 12.9%

APPAREL STORES - 0.0%

AnnTaylor Stores Corp. (a) 10,000 432

DRUG STORES - 1.0%

Walgreen Co. 2,050,000 59,706

GENERAL MERCHANDISE STORES -
4.6%

Arnotts PLC (c) 1,667,488 11,273

Dayton Hudson Corp. 1,750,000 123,484

Dollar General Corp. 658,600 16,136

Kohls Corp. (a) 500 36

Wal-Mart Stores, Inc. 2,100,000 121,013

271,942

GROCERY STORES - 3.8%

Safeway, Inc. (a) 6,100,000 224,931

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - 3.5%

Bed Bath & Beyond, Inc. (a) 1,650,000 $ 51,563

Best Buy Co., Inc. (a) 200,000 12,500

Circuit City Stores, Inc. - 350,000 16,975
Circuit City Group

Home Depot, Inc. 1,550,000 122,547

203,585

TOTAL RETAIL & WHOLESALE 760,596

SERVICES - 3.9%

ADVERTISING - 3.2%

DoubleClick, Inc. (a) 300,000 48,019

FreeShop.com, Inc. 20,000 290

Interpublic Group of 1,432,900 67,346
Companies, Inc.

Omnicom Group, Inc. 840,000 74,025

189,680

LEASING & RENTAL - 0.2%

Blockbuster, Inc. Class A 840,000 13,283

SERVICES - 0.5%

Ecolab, Inc. 797,800 27,624

TOTAL SERVICES 230,587

TECHNOLOGY - 35.8%

COMMUNICATIONS EQUIPMENT - 5.7%

Cisco Systems, Inc. (a) 2,050,000 182,834

Nokia AB sponsored ADR 1,118,500 154,563

337,397

COMPUTER SERVICES & SOFTWARE
- - 17.9%

America Online, Inc. (a) 950,000 69,053

At Home Corp. Series A (a) 650,000 31,525

BEA Systems, Inc. (a) 210,000 17,063

BroadVision, Inc. (a) 390,000 36,294

Business Objects SA sponsored 314,700 27,851
ADR (a)

Citrix Systems, Inc. (a) 170,000 16,129

Intertrust Technologies Corp. 110,000 14,142

Interwoven, Inc. 132,100 16,347

Legato Systems, Inc. (a) 1,316,100 88,878

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Liberate Technologies 195,500 $ 24,951

Mercury Interactive Corp. (a) 150,000 12,469

Microsoft Corp. (a) 2,300,000 209,408

MicroStrategy, Inc. Class A 84,100 10,302
(a)

Peregrine Systems, Inc. (a) 250,000 17,500

Phone.com, Inc. 565,500 81,998

Redback Networks, Inc. 830,000 116,148

Software.com, Inc. 25,000 2,427

VERITAS Software Corp. (a) 1,443,900 132,207

Vignette Corp. (a) 372,300 77,020

Yahoo!, Inc. (a) 253,000 53,826

1,055,538

COMPUTERS & OFFICE EQUIPMENT
- - 3.1%

Comverse Technology, Inc. (a) 126,300 15,267

Juniper Networks, Inc. 210,000 58,196

Sun Microsystems, Inc. (a) 850,000 112,413

185,876

ELECTRONICS - 9.1%

Altera Corp. (a) 914,600 49,274

Broadcom Corp. Class A (a) 306,600 54,901

Brocade Communications 176,800 51,261
Systems, Inc.

Motorola, Inc. 1,050,000 119,963

PMC-Sierra, Inc. (a) 240,000 24,735

QLogic Corp. (a) 110,000 12,444

Sanmina Corp. (a) 264,500 25,425

Texas Instruments, Inc. 2,100,000 201,731

539,734

TOTAL TECHNOLOGY 2,118,545

TRANSPORTATION - 1.5%

RAILROADS - 1.1%

Burlington Northern Santa Fe 1,323,400 38,379
Corp.

Union Pacific Corp. 585,700 27,565

65,944

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TRANSPORTATION - CONTINUED

SHIPPING - 0.4%

Irish Continental Group PLC 2,058,000 $ 20,559
(c)

TOTAL TRANSPORTATION 86,503

UTILITIES - 5.4%

CELLULAR - 2.4%

QUALCOMM, Inc. (a) 400,000 144,925

TELEPHONE SERVICES - 3.0%

Esat Telecom Group PLC 832,950 54,194
sponsored ADR (a)

Metromedia Fiber Network, 50,100 1,941
Inc. Class A (a)

SBC Communications, Inc. 2,300,000 119,456

175,591

TOTAL UTILITIES 320,516

TOTAL COMMON STOCKS 5,673,957
(Cost $4,492,311)

CASH EQUIVALENTS - 3.6%

Central Cash Collateral Fund, 170,037,800 170,038
5.69% (b)

Taxable Central Cash Fund, 41,991,443 41,991
5.34% (b)

TOTAL CASH EQUIVALENTS 212,029
(Cost $212,029)

TOTAL INVESTMENT PORTFOLIO - 5,885,986
99.6%
(Cost $4,704,340)

NET OTHER ASSETS - 0.4% 25,868

NET ASSETS - 100% $ 5,911,854

</TABLE>

LEGEND

(a) Non-income producing

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

OTHER INFORMATION

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

United States of America 89.9%

Ireland 3.7

Sweden 3.3

Finland 2.6

Others (individually less 0.5
than 1%)

TOTAL 100.0%

INCOME TAX INFORMATION

At November 30, 1999, the aggregate cost of investment securities for
income tax purposes was $4,728,074,000. Net unrealized appreciation
aggregated $1,157,912,000, of which $1,356,549,000 related to
appreciated investment securities and $198,637,000 related to
depreciated investment securities.

The fund hereby designates approximately $458,231,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) NOVEMBER 30, 1999

ASSETS

Investment in securities, at $ 5,885,986
value (cost $4,704,340) -
See accompanying schedule

Receivable for investments 322,480
sold

Receivable for fund shares 5,743
sold

Dividends receivable 1,756

Interest receivable 301

Other receivables 2,320

TOTAL ASSETS 6,218,586

LIABILITIES

Payable for investments $ 124,891
purchased

Payable for fund shares 8,428
redeemed

Accrued management fee 2,528

Other payables and accrued 847
expenses

Collateral on securities 170,038
loaned, at value

TOTAL LIABILITIES 306,732

NET ASSETS $ 5,911,854

Net Assets consist of:

Paid in capital $ 3,847,251

Undistributed net investment 12,717
income

Accumulated undistributed net 870,266
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 1,181,620
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 248,209 $ 5,911,854
shares outstanding

NET ASSET VALUE, offering $23.82
price and redemption price
per share ($5,911,854
(divided by) 248,209 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED NOVEMBER 30, 1999

INVESTMENT INCOME $ 35,287
Dividends (including $3,070
received from affiliated
issuers)

Interest 8,962

Security lending 235

TOTAL INCOME 44,484

EXPENSES

Management fee Basic fee $ 31,249

Performance adjustment (8,277)

Transfer agent fees 9,131

Accounting and security 915
lending fees

Non-interested trustees' 31
compensation

Custodian fees and expenses 339

Registration fees 279

Audit 65

Legal 67

Interest 21

Miscellaneous 112

Total expenses before 33,932
reductions

Expense reductions (2,887) 31,045

NET INVESTMENT INCOME 13,439

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

Investment securities 937,268
(including realized gain of
$1,158 on sales of
investments in affiliated
issuers)

Foreign currency transactions (334) 936,934

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 342,402

Assets and liabilities in (14) 342,388
foreign currencies

NET GAIN (LOSS) 1,279,322

NET INCREASE (DECREASE) IN $ 1,292,761
NET ASSETS RESULTING FROM
OPERATIONS

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

AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1999 YEAR ENDED NOVEMBER 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 13,439 $ 29,783
income

Net realized gain (loss) 936,934 581,695

Change in net unrealized 342,388 405,091
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,292,761 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 1,103,365 1,008,952
proceeds from sales of shares

Reinvestment of distributions 637,147 690,187

Cost of shares redeemed (1,127,071) (1,393,869)

NET INCREASE (DECREASE) IN 613,441 305,270
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 1,267,571 630,605
IN NET ASSETS

NET ASSETS

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

End of period (including $ 5,911,854 $ 4,644,283
undistributed net investment
income of $12,717 and
$29,344, respectively)

OTHER INFORMATION
Shares

Sold 51,144 51,663

Issued in reinvestment of 32,238 42,187
distributions

Redeemed (52,173) (72,941)

Net increase (decrease) 31,209 20,909

</TABLE>

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

YEARS ENDED NOVEMBER 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net investment income .05 B .13 B, D .13 B .26 .34

Net realized and unrealized 5.25 4.34 2.61 2.14 3.09
gain (loss)

Total from investment 5.30 4.47 2.74 2.40 3.43
operations

Less Distributions

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

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

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

Net asset value, end of period $ 23.82 $ 21.40 $ 20.47 $ 20.04 $ 19.50

TOTAL RETURN A 27.93% 27.16% 15.78% 13.45% 21.43%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 5,912 $ 4,644 $ 4,014 $ 4,205 $ 3,970
(in millions)

Ratio of expenses to average .63% .62% .64% .74% .99%
net assets

Ratio of expenses to average .58% C .57% C .59% C .70% C .99%
net assets after expense
reductions

Ratio of net investment .25% .68% .66% 1.26% 1.92%
income to average net assets

Portfolio turnover rate 310% 266% 205% 230% 108%

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1999

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:

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

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

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."

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

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

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

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

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

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

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $16,063,565,000 and $16,128,340,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2167% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .43% of average net
assets after the performance adjustment.

5. INTERFUND LENDING PROGRAM.

The fund participated in the interfund lending program as a borrower.
The average daily loan balance during the period for which loans were
outstanding amounted to $15,451,000. The weighted average interest
rate was 5.4%. Interest expense includes $9,000 paid under the
interfund lending program.

6. SECURITY LENDING.

6. SECURITY LENDING -
CONTINUED

during the period of the loan. The market value of the loaned
securities is determined at the close of business of the fund and any
additional required collateral is delivered to the fund on the next
business day. If the borrower defaults on its obligation to return the
securities loaned because of insolvency or other reasons, the fund
could experience delays and costs in recovering the securities loaned
or in gaining access to the collateral. At period end, the value of
the securities loaned amounted to $155,109,000. The fund received cash
collateral of $170,038,000 which was invested in cash equivalents.

7. BANK BORROWINGS.

The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. The interest
rate on the borrowings is the bank's base rate, as revised from time
to time. The average daily loan balance during the period for which
the loan was outstanding amounted to $80,597,000. The weighted average
interest rate was 5.2%. Interest expense includes $12,000 paid under
the bank borrowing program.

8. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $2,744,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $5,000 and $138,000, respectively, under these arrangements.

9. TRANSACTIONS WITH AFFILIATED COMPANIES.

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

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

AMOUNTS IN THOUSANDS AFFILIATE PURCHASE COST SALES COST DIVIDEND INCOME VALUE

ADVO, Inc. $ - $ 12,160 $ - $ -

Arnotts PLC - - 373 11,273

Bethlehem Steel Corp. 1,369 - - 42,328

Irish Continental Group PLC - - 245 20,559

Kinnevik Investment AB Series - 2,429 2,452 -
B

RJ Reynolds Tobacco Holdings, 63,917 - - 188,364
Inc.

TOTALS $ 65,286 $ 14,589 $ 3,070 $ 262,524

</TABLE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Financial Trust and the Shareholders of
Fidelity Retirement Growth Fund:

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Retirement Growth Fund (a fund of Fidelity Financial Trust)
at November 30, 1999, and the results of its operations, the changes
in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of Fidelity Retirement Growth Fund's management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation
of securities at November 30, 1999 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion
expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
January 7, 2000

DISTRIBUTIONS

The Board of Trustees of Fidelity Retirement Growth Fund voted to pay
to shareholders of record at the opening of business on record date,
the following distributions per share derived from capital gains
realized from sales of portfolio securities, and dividends derived
from net investment income:

PAY DATE RECORD DATE DIVIDENDS CAPITAL GAINS
12/20/99 12/17/99 $.05 $3.05
1/10/00 1/7/00 $- $.14

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

A total of 31.56% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

MANAGING YOUR INVESTMENTS

BY PHONE

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 Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

8180 Greensboro Drive
McLean, VA

WASHINGTON

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

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

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

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
J. Fergus Shiel, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead
Ned C. Lautenbach

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

FRE-ANN-0100 88391
1.539094.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
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Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
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OTC Portfolio
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(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
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