FIDELITY INVESTMENT TRUST
N-30D, 1994-12-22
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(2_FIDELITY_LOGOS)FIDELITY
INTERNATIONAL EQUITY
FUNDS
Broadly Diversified Funds
FIDELITY DIVERSIFIED INTERNATIONAL FUND
FIDELITY INTERNATIONAL GROWTH & INCOME FUND
FIDELITY OVERSEAS FUND
FIDELITY WORLDWIDE FUND
Regional/Single Country Funds
FIDELITY CANADA FUND
FIDELITY EUROPE FUND
FIDELITY EUROPE CAPITAL
APPRECIATION FUND
FIDELITY JAPAN FUND
FIDELITY PACIFIC BASIN FUND
Emerging Markets Funds
FIDELITY EMERGING MARKETS FUND
FIDELITY LATIN AMERICA FUND
FIDELITY SOUTHEAST ASIA FUND
ANNUAL REPORT 
AND PROSPECTUS 
OCTOBER 31, 1994
CONTENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                  <C>     <C>                                           
PRESIDENT'S MESSAGE                          NED JOHNSON ON OVERSEAS INVESTING.            
 
MARKET RECAP                         A-5     A REVIEW OF WHAT HAPPENED IN WORLD MARKETS    
                                             DURING THE LAST YEAR.                         
 
BROADLY DIVERSIFIED FUNDS                                                                  
 
DIVERSIFIED INTERNATIONAL FUND       A-6     PERFORMANCE                                   
                                     A-7     FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-9     INVESTMENT CHANGES                            
                                     A-10    INVESTMENTS                                   
                                     A-14    FINANCIAL STATEMENTS                          
 
INTERNATIONAL GROWTH & INCOME FUND   A-16    PERFORMANCE                                   
                                     A-17    FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-19    INVESTMENT CHANGES                            
                                     A-20    INVESTMENTS                                   
                                     A-25    FINANCIAL STATEMENTS                          
 
OVERSEAS FUND                        A-27    PERFORMANCE                                   
                                     A-28    FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-30    INVESTMENT CHANGES                            
                                     A-31    INVESTMENTS                                   
                                     A-36    FINANCIAL STATEMENTS                          
 
WORLDWIDE FUND                       A-38    PERFORMANCE                                   
                                     A-39    FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-41    INVESTMENT CHANGES                            
                                     A-42    INVESTMENTS                                   
                                     A-46    FINANCIAL STATEMENTS                          
 
REGIONAL/SINGLE COUNTRY FUNDS                                                              
 
CANADA FUND                          A-48    PERFORMANCE                                   
                                     A-49    FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-51    INVESTMENT CHANGES                            
                                     A-52    INVESTMENTS                                   
                                     A-56    FINANCIAL STATEMENTS                          
 
EUROPE FUND                          A-58    PERFORMANCE                                   
                                     A-59    FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-61    INVESTMENT CHANGES                            
                                     A-62    INVESTMENTS                                   
                                     A-65    FINANCIAL STATEMENTS                          
 
EUROPE CAPITAL APPRECIATION FUND     A-67    PERFORMANCE                                   
                                     A-68    FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-70    INVESTMENT CHANGES                            
                                     A-71    INVESTMENTS                                   
                                     A-74    FINANCIAL STATEMENTS                          
 
JAPAN FUND                           A-76    PERFORMANCE                                   
                                     A-77    FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-79    INVESTMENT CHANGES                            
                                     A-80    INVESTMENTS                                   
                                     A-85    FINANCIAL STATEMENTS                          
 
PACIFIC BASIN FUND                   A-87    PERFORMANCE                                   
                                     A-88    FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-90    INVESTMENT CHANGES                            
                                     A-91    INVESTMENTS                                   
                                     A-97    FINANCIAL STATEMENTS                          
 
EMERGING MARKETS FUNDS                                                                     
 
EMERGING MARKETS FUND                A-99    PERFORMANCE                                   
                                     A-100   FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-102   INVESTMENT CHANGES                            
                                     A-103   INVESTMENTS                                   
                                     A-113   FINANCIAL STATEMENTS                          
 
LATIN AMERICA FUND                   A-115   PERFORMANCE                                   
                                     A-116   FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-118   INVESTMENT CHANGES                            
                                     A-119   INVESTMENTS                                   
                                     A-123   FINANCIAL STATEMENTS                          
 
SOUTHEAST ASIA FUND                  A-125   PERFORMANCE                                   
                                     A-126   FUND TALK: THE MANAGER'S OVERVIEW             
                                     A-128   INVESTMENT CHANGES                            
                                     A-129   INVESTMENTS                                   
                                     A-133   FINANCIAL STATEMENTS                          
 
NOTES TO FINANCIAL STATEMENTS        A-135   NOTES TO THE FINANCIAL STATEMENTS             
 
REPORTS OF INDEPENDENT ACCOUNTANTS   A-139   THE AUDITORS' OPINION / COOPERS & LYBRAND     
                                     A-140   THE AUDITORS' OPINION / PRICE WATERHOUSE      
 
FIDELITY INTERNATIONAL EQUITY        P-1                                                   
FUNDS PROSPECTUS                                                                           
 
</TABLE>
 
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, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A BANK. FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING
CHARGES AND EXPENSES, CALL 1-800-544-8888 FOR A FREE PROSPECTUS. READ IT
CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
Overseas stock markets have proven volatile - but in some instances quite
rewarding - over the past 12 months. Foreign stocks generally outperformed
their U.S. counterparts during the period. The Morgan Stanley Europe,
Australia and Far East (EAFE) index returned 10.09% during the period,
while the Standard & Poor's 500 index - a common proxy of U.S. stocks -
rose 3.87%. In my last report, I suggested that volatility is a fact of
life in international markets. Events since then have provided further
proof. 
Emerging markets are a good example. For the 12 months ended October 31,
1994, the Morgan Stanley Latin America Free Index had a total return of
46.22%. That's a solid return, but how it was achieved demonstrates the
volatility inherent in investing in these markets. From November through
January, the index rose 39.82%. In the next three months, the markets
corrected and the index fell 16.39%. The index rose 32.74% through
September, 
but lost nearly 5% in October. Investors who hung on during 
this period enjoyed substantial returns. But they endured a bumpy ride. 
Even within the same geographic region, markets can behave quite
differently. In Latin America, Brazilian stocks rose 101.59% in U.S.
dollars during the past 12 months. Yet Mexican stocks were flat by
comparison, returning 12.70 % in U.S. dollars. In Europe, selected
Scandinavian markets had strong gains. Finland was up 64.15%; Sweden was up
20.22%; Norway was up 
16.48%. By comparison, some other European markets were weak. Spain
returned 1.30% for the year and France had only a 4.15% return. 
Interestingly, returns in most foreign markets had one thing in common:
they were boosted by a weak U.S. dollar. The disparity between returns in
local currency and U.S. dollars varied from market to market, but the net
effect was favorable for U.S. investors. For example, Japanese stocks had a
total return, in yen, of -2.62% over the past 12 months. In U.S. dollars,
however, the market was up 8.78%. The German market, meanwhile, returned
- -0.85% in deutsche marks, but rose 10.15% in dollars. No one knows, of
course, if these enhanced foreign returns due to the weak dollar will
continue.
You may wish to keep a few time-tested principles in mind when investing
overseas. If you can tolerate the increased volatility of foreign markets
in comparison with the U.S., you may be favorably rewarded. It can help if
you diversify your investments. 
You may already be diversified by holding a portion of your portfolio
overseas. You can further diversify by making sure your foreign stake
includes markets in different regions of the world. Remember that
diversification cannot eliminate risk, but may reduce it.
Finally, you may want to consider a plan for making regular investments.
Investing a fixed amount each month or each quarter cannot guarantee a
profit or protect against a loss in a declining market. It may, however,
keep you from investing large amounts when markets are at high levels.
If we can be of any assistance, please contact us at 1-800-544-8888. We
look forward to hearing from you.
 
Sincerely,
 
Edward C. Johnson 3d
 
 S&P 500 EAFE
 * YEAR TO DATE THROUGH OCTOBER 31, 1994
Row: 1, Col: 1, Value: 22.38
Row: 1, Col: 2, Value: 23.69
Row: 2, Col: 1, Value: 6.1
Row: 2, Col: 2, Value: 7.38
Row: 3, Col: 1, Value: 31.57
Row: 3, Col: 2, Value: 56.16
Row: 4, Col: 1, Value: 18.56
Row: 4, Col: 2, Value: 69.44000000000001
Row: 5, Col: 1, Value: 5.1
Row: 5, Col: 2, Value: 24.63
Row: 6, Col: 1, Value: 16.61
Row: 6, Col: 2, Value: 28.27
Row: 7, Col: 1, Value: 31.69
Row: 7, Col: 2, Value: 10.53
Row: 8, Col: 1, Value: -3.1
Row: 8, Col: 2, Value: -23.45
Row: 9, Col: 1, Value: 30.47
Row: 9, Col: 2, Value: 12.13
Row: 10, Col: 1, Value: 7.619999999999999
Row: 10, Col: 2, Value: -12.17
Row: 11, Col: 1, Value: 10.08
Row: 11, Col: 2, Value: 32.56
Row: 12, Col: 1, Value: -2.56
Row: 12, Col: 2, Value: 7.89
%
MARKET RECAP
 
 
After producing unusually strong returns in 1993, many overseas markets saw
increased volatility during 1994. Several emerging markets experienced
corrections after reaching high levels in 1993. Returns in other markets
were dampened by rising interest rates and fears of inflation that could
result from expanding economies. For the 12 months ended October 31, 1994,
the Morgan Stanley EAFE index - which measures stock performance in Europe,
Australia and the Far East - had a total return of 10.09%. 
AVERAGE ANNUAL STOCK MARKET RETURNS
TEN YEARS
Row: 1, Col: 1, Value: 20.79
Row: 2, Col: 1, Value: 20.3
Row: 3, Col: 1, Value: 20.17
Row: 4, Col: 1, Value: 19.61
Row: 5, Col: 1, Value: 18.64
Row: 6, Col: 1, Value: 18.19
Row: 7, Col: 1, Value: 17.68
Row: 8, Col: 1, Value: 17.64
Row: 9, Col: 1, Value: 13.59
Row: 10, Col: 1, Value: 13.6
Row: 11, Col: 1, Value: 7.94
50%
40%
30%
20%
10%
0%
ONE YEAR
Row: 1, Col: 1, Value: 17.0
Row: 2, Col: 1, Value: 4.149999999999999
Row: 3, Col: 1, Value: 12.33
Row: 4, Col: 1, Value: 1.3
Row: 5, Col: 1, Value: 10.89
Row: 6, Col: 1, Value: 10.15
Row: 7, Col: 1, Value: 8.779999999999999
Row: 8, Col: 1, Value: 18.64
Row: 9, Col: 1, Value: 11.51
Row: 10, Col: 1, Value: 3.72
Row: 11, Col: 1, Value: 3.09
50%
40%
30%
20%
10%
0%
CHARTS SHOW THE PERFORMANCE OF THE MORGAN STANLEY CAPITAL INTERNATIONAL'S 
UNMANAGED STOCK INDEXES FOR THE 10 LARGEST INTERNATIONAL MARKETS PLUS THE 
UNITED STATES. AVERAGE ANNUAL TOTAL RETURNS, AS MEASURED IN U.S. DOLLARS, 
INCLUDE PRICE CHANGES, DIVIDENDS PAID ON THE STOCKS, AND THE EFFECT OF 
REINVESTING DIVIDENDS (NET OF  FOREIGN TAXES). BROKERAGE COMMISSIONS AND
OTHER 
FEES ARE NOT INCLUDED. RESULTS ARE HISTORICAL FOR THE PERIODS ENDED OCTOBER
31, 
1994 AND DO NOT INDICATE FUTURE MARKET OR FIDELITY FUND PERFORMANCE.
EUROPE: European markets produced mixed results. The Morgan Stanley Europe
index rose 11.24% during the 12 months ended October 31.  Many European
economies began to recover in 1994. In several nations, however,  the
positive effects of that growth on corporate earnings were outweighed by
the negative effects of higher interest rates. Rates rose both on fears
that improving economies might trigger inflation and in sympathy to rate
hikes in the United States. Generally, major European markets such as
France and the U.K. produced lackluster returns; Germany fared somewhat
better. Conversely, Scandinavian markets surged. Finland, Norway and Sweden
experienced strong export growth. Previous currency devaluations and
effective cost cutting made Scandinavian companies more competitive in the
world marketplace.  
JAPAN AND THE FAR EAST: Japan's stock market showed improvement in 1994 as
the country's economy appeared to emerge from a long recession. According
to Morgan Stanley Capital International, Japanese stocks rose 8.78% in U.S.
dollars over the 12 months ended October 31. In late 1993, the Japanese
stock market was historically inexpensive. A large inflow of foreign
capital combined with the spark of economic growth caused stocks to surge
in January and February 1994. The rally couldn't be sustained, however, and
Japanese stocks gave back some of their gains over the summer. Meanwhile,
the Morgan Stanley Far East ex-Japan index - a measure of Far East markets
excluding Japan - rose 15.46% during the period, mainly on the strength of
gains made in late 1993. Hong Kong stocks, in particular, corrected sharply
in 1994, but still rose nearly 5% for 12-month period.       
EMERGING MARKETS: Emerging markets were among the most volatile - but
ultimately the most rewarding - over the past year. The Morgan Stanley
Emerging Markets Free index had a total return of 29.36% for the 12 months
ended October 31. Most of these markets - from the Pacific Rim to Latin
America - had strong gains in late 1993, thanks to positive government
reforms that fueled economic growth and to a huge inflow of money from
foreign investors. As stock prices relative to earnings reached high levels
by early 1994, many emerging markets began corrections that lasted several
months. Over the summer, however, strong earnings growth and more
attractive valuations gave rise to another rally in many emerging markets.
The top performing market through October 1994 was Brazil, whose government
recently implemented a successful plan to fight inflation. Other emerging
markets making strong gains in 1994 included Chile, South Korea and India. 
    
U.S. AND CANADA: Rising interest rates contributed to below average returns
in the U.S. stock market during the period. The Standard & Poor's Composite
Index of 500 Stocks was up 3.87% - below its historical annual average
return of more than 10%. When the U.S. market did make upward moves, it did
so largely on the strength of improving corporate earnings. Many U.S.
corporations recorded record profits in 1994. Canadian stocks fared
somewhat worse over the past 12 months. Stocks included in the Toronto
Stock Exchange 300 Index returned 0.73% for the period. 
BONDS: Many global bond markets were hurt by rising interest rates during
the 12 months ended October 31. Yields rose - and prices fell - on most
fixed-income investments. From February through August 1994, the Federal
Reserve Board raised U.S. short-term interest rates five times. Higher
rates followed in many foreign countries; the sell-off was most pronounced
in emerging markets such as Argentina. For the 12 months ended October 31,
the J.P. Morgan Emerging Markets Bond Index had a total return of -9.41%.
That trailed the Lehman Brothers Aggregate Bond Index - a broad measure of
taxable bonds in the U.S. market - which returned -3.67%.
DIVERSIFIED INTERNATIONAL
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Diversified
International has a 3% sales charge, which has been waived since the fund's
start on December 27, 1991 through June 30, 1995.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED                PAST 1   LIFE OF   
OCTOBER 31, 1994             YEAR     FUND      
 
DIVERSIFIED INTERNATIONAL    11.14%   27.29%    
 
Morgan Stanley GDP-                             
 weighted EAFE Index         10.32%   38.86%    
 
Average International Fund   10.59%   n/a       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
December 27, 1991. You can compare the fund figures to the performance of 
the Morgan Stanley GDP-weighted EAFE index - a broad measure of the
performance of stocks in Europe, Australia, and the Far East, weighted by
each country's gross domestic product. You can also compare the fund's
performance to the average international fund which currently reflects the
performance of 149 funds with similar objectives tracked by Lipper
Analytical Services. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED                PAST 1   LIFE OF   
OCTOBER 31, 1994             YEAR     FUND      
 
DIVERSIFIED INTERNATIONAL    11.14%   8.84%     
 
Morgan Stanley GDP-                             
 weighted EAFE Index         10.32%   12.21%    
 
Average International Fund   10.59%   n/a       
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
             Diversified International (325)  Morgan Stanley GDP
    12/27/91                         10000.00          10000.00
    12/31/91                         10060.00          10275.57
    01/31/92                          9860.00          10188.63
    02/29/92                          9680.00          10050.14
    03/31/92                          9140.00           9554.95
    04/30/92                          9240.00           9638.28
    05/31/92                          9750.00          10205.78
    06/30/92                          9540.00           9873.69
    07/31/92                          9190.00           9524.06
    08/31/92                          9350.00           9997.89
    09/30/92                          9140.00           9631.08
    10/31/92                          8460.00           9240.11
    11/30/92                          8460.00           9285.20
    12/31/92                          8671.06           9283.63
    01/31/93                          8873.42           9391.13
    02/28/93                          9176.95           9719.67
    03/31/93                          9915.56          10383.39
    04/30/93                         10522.64          11339.71
    05/31/93                         10785.70          11516.97
    06/30/93                         10482.17          11317.62
    07/31/93                         10805.94          11658.22
    08/31/93                         11362.42          12512.58
    09/30/93                         11210.66          12250.09
    10/31/93                         11453.49          12586.98
    11/30/93                         11028.53          11584.19
    12/31/93                         11850.64          12399.01
    01/31/94                         12739.44          13347.09
    02/28/94                         12484.04          13273.82
    03/31/94                         12085.61          13083.23
    04/30/94                         12320.58          13744.12
    05/31/94                         12300.15          13428.70
    06/30/94                         12136.69          13422.75
    07/31/94                         12555.55          13734.43
    08/31/94                         12872.25          13967.08
    09/30/94                         12504.47          13476.08
    10/31/94                         12729.22          13885.61
 
Let's say you invested $10,000 in Fidelity Diversified International Fund
on its start date. By October 31, 1994, it would have grown to $12,729 - a
27.29% increase on your initial investment. That compares to $10,000
invested in the Morgan Stanley GDP-weighted EAFE index, which would have
grown to $13,886 over the same period - a 38.86% increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
DIVERSIFIED INTERNATIONAL
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with Greg Fraser,
Portfolio Manager of Fidelity Diversified International Fund
Q. GREG, HOW DID THE FUND DO?
A. The fund returned 11.14% for the year ended October 31, 1994. That's
right in line with the average international fund tracked by Lipper
Analytical Services, which was up 10.59%. It's also slightly better than
the Morgan Stanley GDP-weighted EAFE index, a broad measure of stock
performance in Europe, Australia and the Far East adjusted to reflect the
size of each country's economy, which was up 10.32% for the same time
period. 
Q. WHAT FACTORS CONTRIBUTED TO PERFORMANCE?
A. The factors mostly had to do with country weightings. As I've discussed
in past reports, a variety of computer models help me to decide which
country weightings to change. I reduced investments in some countries over
the past six months either because their recoveries were late in the cycle
and I didn't see much growth potential, or because their interest rate
environments became much less positive. Conversely, in countries where
weightings increased, it was because I found compelling stock stories by
using individually stock-oriented computer models. Based on that
information I added to my holdings, rather than intentionally increasing
investments in that particular country due to external economic influences.
Q. CAN YOU GIVE US SOME EXAMPLES?
A. Sure. Japan's weighting, still the largest in the fund at around 26%,
has slightly decreased because I found attractive investments in other
markets. One of those markets was Canada. In the past six months I've
increased my stake in Canada from about 2.4% to 5.4% of the fund. It's not
the investing environment in Canada per se - just a couple of good stock
finds. The first is Alcan Aluminium, which I bought when the demand for
aluminum began to increase. Another is Dominion Textile, a company that
does a lot of business in the U.S., yet is traded at a much lower valuation
compared to similar U.S. companies. Both stocks are new to the fund. In
France, however, the story is different. France's weighting fell from 10.3%
to 7.9% in the past six months because I was looking for further interest
rate declines that just didn't happen. Around the start of the year, rates
began to rise in the United States, and the rest of the world, and France
became a less attractive market.
Q. HAVE YOU INCREASED YOUR INVESTMENTS IN EMERGING MARKETS?
A. Last year at this time I stated that emerging markets were an area in
which the fund's stake was likely to increase - and it did. My total
exposure to emerging markets, excluding Hong Kong, was under 5% six months
ago, now it's near 10%. I expect to increase my exposure in the months to
come.
Q. WHAT'S YOUR STRATEGY IN THE SOMETIMES VOLATILE EMERGING MARKETS?
A. I think there continues to be growth opportunities in the emerging
markets. As I find reasonable ways to make use of those opportunities, the
weightings will increase. One of my strategies is to play the emerging
markets through large infrastructure companies. In that way, the political
and economic risks associated with emerging markets are tempered because
these companies are extremely important to their country's well-being. One
example is Korea Electric Power, one of the largest names in Korea, which
just listed on the New York Stock Exchange. It is a very effective way to
play growth in the Korean economy since consumption of electricity should
continue to rise as the economy develops. Another company that fits into
this strategy is Telebras, the Brazilian telephone company. I'm taking it
slow, but my investments in emerging markets probably will continue to grow
in prudent and measured ways.
Q. WHAT ROLE HAVE DERIVATIVES PLAYED IN THE FUND?
A. Derivatives, which are financial instruments whose value "derives" from
something else such as currencies, interest rates or indices, have played a
minor role in the fund this year. I need to be convinced that a derivative
will add value to my fund before I decide to use it. Occasionally, I use
foreign currency contracts to hedge the fund's currency exposure, and for
this fiscal year, a portion of the fund's yen and deutsche mark exposure
was hedged. 
Q. ANY DISAPPOINTMENTS RECENTLY?
A. Generally, the rapid increase of interest rates in Europe was a
disappointment. With high levels of unemployment across Europe, I thought
that higher interest rates would be unacceptable. A more specific
disappointment was that the Deutsche Bank saga continued. In the last
report, I explained that the bank's stock price declined after it sustained
losses from a loan it made to a German developer who fled the country. I
held on to the stock, believing it would be a solid performer as the German
economy continued to recover. And it would have performed better had the
bank not made a series of large loans to Metallgesellschaft, whose U.S.
affiliate lost more than $1.0 billion from misplaced bets on oil futures. I
thought the problems were over with the German developer; it just goes to
show, international investing is not without risk. While I still like
Deutsche Bank, I've trimmed my holdings somewhat.
Q. OUTSIDE OF DEUTSCHE BANK, WHY DO THERE CONTINUE TO BE ONLY MODEST
AMOUNTS OF CHANGE IN THE FUND'S TOP 10 INVESTMENTS?
A. The few changes in the holdings reflect the fund's value philosophy.
There's a moderate amount of turnover because I believe that companies that
are undervalued can stay undervalued for a period of time. I've
intentionally accumulated positions in more liquid stocks, a reflection of
caution on my part since names such as Hitachi and Matsushita could be sold
to raise cash if necessary.
Q. WHAT DO YOU SEE HAPPENING IN THE COMING MONTHS?
A. I'm being cautious in the near term. As interest rates continue to rise
worldwide, bonds and other fixed-income alternatives become increasingly
competitive with stock investments. However, in the long term I continue to
expect investment in foreign markets to do well, especially the emerging
markets. The fund is being positioned for greater growth in the years
ahead.
 
FUND FACTS
GOAL: to increase the value of the fund's shares 
by investing mainly in countries included in the 
Morgan Stanley GDP-weighted EAFE (Europe, 
Australia, Far East) index, with help from 
quantitative computer models
START DATE: December 27, 1991
SIZE: as of October 31, 1994, more than $351 million
MANAGER: Gregory Fraser, since December 
1991; manager, Fidelity Select Defense and 
Aerospace Portfolio, 1989-1990; and Fidelity Select 
Environmental Services Portfolio, 1991; joined 
Fidelity in 1986
(checkmark)
GREG FRASER ON FOREIGN CURRENCY EXPOSURE:
"Somewhat unexpectedly, the dollar has been weak 
against most major currencies. For U.S. dollar-based 
investors who have invested in funds such as Fidelity 
Diversified International - which have hedged only 
modestly or not at all - the weak dollar has really 
helped returns. In the nearly 10 years that the dollar 
has been generally weak, dollar depreciation has 
been the wind in the sails of international funds. What 
investors have to understand is that this trend can 
reverse itself quickly and forcefully. To illustrate my 
point, imagine this scenario: a trade agreement 
between the U.S. and Japan combined with a forceful 
lift in U.S. interest rates could lead to a significant 
increase in the dollar's value vis-a-vis the yen. Unless 
I hedged the Japanese exposure, a development such 
as this could be quite painful to the fund's 
shareholders. Over time, there is probably some cost 
to performance from hedging, akin to buying 
insurance. So I only hedge occasionally and modestly. 
It's also important for shareholders to know that 
currency values don't go up and down in a straight 
line."
DISTRIBUTIONS
The Board of Trustees of Fidelity Diversified 
International Fund voted to pay on December 12, 
1994, to shareholders of record at the opening of 
business on December 9, 1994, a distribution of $.39 
derived from capital gains realized from sales of 
portfolio securities and a dividend of $.03 from net 
investment income.
DIVERSIFIED INTERNATIONAL
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
United States 7.5%
Netherlands 3.8%
United
Kingdom 5.1%
Row: 1, Col: 1, Value: 7.5
Row: 1, Col: 2, Value: 5.1
Row: 1, Col: 3, Value: 5.4
Row: 1, Col: 4, Value: 24.3
Row: 1, Col: 5, Value: 3.0
Row: 1, Col: 6, Value: 25.6
Row: 1, Col: 7, Value: 3.7
Row: 1, Col: 8, Value: 4.4
Row: 1, Col: 9, Value: 9.300000000000001
Row: 1, Col: 10, Value: 7.9
Row: 1, Col: 11, Value: 3.8
France 7.9%
Canada 5.4%
Germany 9.3%
Italy 4.4%
Hong Kong 3.7%
Other 24.3%
Spain 3.0%
Japan 25.6%
AS OF APRIL 30, 1994  
United States 7.0%
Australia 4.7%
United
Kingdom 7.2%
Row: 1, Col: 1, Value: 7.0
Row: 1, Col: 2, Value: 7.2
Row: 1, Col: 3, Value: 3.7
Row: 1, Col: 4, Value: 22.4
Row: 1, Col: 5, Value: 3.3
Row: 1, Col: 6, Value: 28.0
Row: 1, Col: 7, Value: 4.4
Row: 1, Col: 8, Value: 9.0
Row: 1, Col: 9, Value: 10.3
Row: 1, Col: 10, Value: 4.7
France 10.3%
Switzerland 3.7%
Germany 9.0%
Italy 4.4%
Other 22.4%
Netherlands 3.3%
Japan 28.0%
ASSET ALLOCATION
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Stocks and closed-end                                  
 investment companies    92.5           92.5           
 
Bonds                    -              0.5            
 
Short-term investments   7.5            7.0            
 
TOP TEN STOCKS 
 
<TABLE>
<CAPTION>
<S>                                               <C>            <C>            
                                                  % OF FUND'S    % OF FUND'S    
                                                  INVESTMENTS    INVESTMENTS    
                                                                 6 MONTHS AGO   
 
Veba AG Ord.                                                                    
(Germany, Electric Utilities)                     1.9            -              
 
Hitachi Ltd.                                                                    
(Japan, Electronics)                              1.8            2.2            
 
Matsushita Electric Industrial Co. Ltd.                                         
(Japan, Consumer Electronics)                     1.4            1.9            
 
Bayer AG                                                                        
(Germany, Chemicals & Plastics)                   1.4            1.4            
 
TDK Corp.                                                                       
(Japan, Electronics)                              1.4            1.0            
 
Sony Corp.                                                                      
(Japan, Consumer Electronics)                     1.4            1.7            
 
Nomura Securities Co. Ltd.                                                      
(Japan, Securities Industry)                      1.3            1.3            
 
Nokia AB Free shares                                                            
(Finland, Industrial Machinery & Equipment)                                     
                                                  1.3            1.3            
 
Toyota Motor Corp.                                                              
(Japan, Autos, Tires, & Accessories)              1.2            1.1            
 
Stet (Societa Finanziaria Telefonica Spa) Ord.                                  
(Italy, Telephone Services)                                                     
                                                  1.2            1.5            
 
</TABLE>
 
TOP TEN INDUSTRIES 
                                   % OF FUND'S    % OF FUND'S    
                                   INVESTMENTS    INVESTMENTS    
                                                  6 MONTHS AGO   
 
Finance                            16.7           17.9           
 
Durables                           10.3           12.0           
 
Utilities                          9.7            6.1            
 
Basic Industries                   9.6            8.4            
 
Energy                             6.6            5.4            
 
Technology                         6.5            9.2            
 
Industrial Machinery & Equipment   6.2            6.2            
 
Health                             5.8            3.7            
 
Nondurables                        5.1            7.2            
 
Construction & Real Estate         5.0            4.6            
 
 
DIVERSIFIED INTERNATIONAL
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 85.7%
 SHARES VALUE (NOTE 1)
ARGENTINA - 1.7%
Banco de Galicia Y Buenos Aires SA
 sponsored ADR representing Class B 
 shares   70,000 $ 1,890,161  05953820
Banco Frances del Rio de la 
 Plata SA ADR  70,000  1,793,750  05959110
Telecom Argentina Stet France
 Telecom SA  200,000  1,216,426  90899992
YPF Sociedad Anonima sponsored ADR 
 representing Class D shares  50,000  1,206,250  98424510
   6,106,587
AUSTRALIA - 1.5%
Alcan Australia Ltd. (a)  250,000  573,775  06099G92
Boral Ltd. Ord.   308,700  774,991  09950910
CSR Ltd.   300,000  1,042,821  12639610
Caltex Australia Ltd.   500,000  1,151,265  13199392
National Australia Bank Ltd.   50,000  395,143  63252510
Pioneer International Ltd.   100,000  242,137  72371110
Santos Ltd.  419,899  1,235,045  80302110
   5,415,177
BELGIUM - 0.6%
Union Miniere SA (a)  20,000  1,772,602  90707392
Union Miniere SA (warrants) (a)  20,000  186,317  90707393
   1,958,919
BERMUDA - 0.3%
Jardine Strategic Holdings Ltd. Ord.   300,000  1,153,101  47199020
BRAZIL - 0.6%
Telebras PN (Pfd. Reg.)  45,000,000  2,168,550  95499792
CANADA - 4.9%
Alcan Aluminium Ltd.   100,000  2,678,538  01371610
American Barrick Resources Corp.   90,000  2,144,678  02451E10
Cambridge Shopping Centres Ltd.   78,400  774,818  13250910
Canadian Tire Corp. Ltd. Series A  50,000  411,017  13668120
Dominion Textile, Inc. (a)  400,000  2,660,064  25754310
FCA International Ltd. (a)  150,300  455,337  30290110
Hudsons Bay Co. Ord.   50,000  997,525  44420410
Intera Information Technologies Corp. 
 Class A (a)  49,000  199,136  45837K10
Noranda, Inc.   100,000  1,958,104  65542210
Norcen Energy Resources Ltd.   100,000  1,293,088  65549285
Nowsco Well Service Ltd.   51,600  724,425  67012210
Placer Dome, Inc.   95,000  2,053,238  72590610
Royal Oak Mines, Inc.   45,000  182,880  78051D10
TVX Gold, Inc.   85,000  612,369  87308K10
Wascana Energy, Inc. (a)  50,000  438,726  93690110
   17,583,943
FINLAND - 2.4%
Cultor OY Series 2 Ord.  30,000  880,244  23099093
Instrumentarium OY Class B  57,200  1,417,257  45780510
Metsa-Serla Ltd. Class B  20,000  930,233  59299992
Nokia AB Free shares  30,000  4,518,583  65599992
Repola OY  38,700  811,682  75999A92
   8,557,999
FRANCE - 7.9%
Alcatel Alsthom Cie Generale 
 d' Electricite SA  8,253  756,906  01390492
BHV (Bazar de l'Hotel de Ville) SA  10,000  1,103,663  06690099
Bon Marche  SA  10,000  1,713,786  09799492
 
 SHARES VALUE (NOTE 1)
 
CGIP  12,000 $ 2,784,028  12506610
Credit Commercial de France Ord.  277  834  22499398
De Dietrich et CIE  2,500  1,258,137  24699293
Elf Sanofi SA  32,000  1,616,011  91399A92
Eridania Beghin Say Group Ord.   10,000  1,354,319  07720310
Europeene de Propulsion SA  21,455  1,250,656  29899792
Finextel  50,000  971,534  32299292
I.D.I.A. SA  23,500  739,726  45199D22
Lafarge Coppee SA  22,419  1,778,622  50586310
Peugeot SA Ord. (a)  12,000  1,797,727  71682510
Radiotechnique  10,000  979,306  75044610
Schneider SA  20,833  1,566,574  80687410
Societe Generale Class A  20,000  2,257,845  83357799
Technip SA (b)  40,000  1,996,698  87899D23
Total SA Class B  40,160  2,605,542  20434510
Vallourec SA (a)  30,000  1,629,263  92017610
   28,161,177
GERMANY - 8.4%
Andreae-Noris Zahn AG  15,000  3,600,998  03499892
Bayer AG  21,000  4,914,314  07273010
Commerzbank AG  9,000  1,894,264  20259710
Continental Gummi-Werke AG  10,000  1,470,989  21199010
Deutsche Bank AG  8,000  3,942,145  25152592
Hoechst AG Ord.   15,000  3,284,788  43439010
Karstadt AG   4,000  1,651,870  48576499
Pfaff (G.M.) AG Ord. (a)  4,000  484,123  71699592
Thyssen AG Ord.   10,000  1,910,557  88629110
Veba AG Ord.   20,000  6,703,242  92239110
   29,857,290
HONG KONG - 3.7%
Cheung Kong Holdings Ltd.   500,000  2,407,145  16674410
China Light & Power Co. Ltd.   210,000  1,092,533  16940010
Dairy Farm International Holdings 
 Ltd. Ord.   566,038  736,206  23385910
Henderson Land Development Co. Ltd.  100,000  653,552  42599010
Hong Kong Telecommunications Ltd.   500,000  1,070,920  43857991
Hong Kong Electric Holdings Ltd. Ord.   150,000  471,723  43858010
Hong Kong Land Holdings Ltd.   2,917  7,475  43858292
Hutchison Whampoa Ltd. Ord.   500,000  2,310,080  44841510
Jardine Matheson Holdings Ltd. Ord.   150,024  1,247,450  47111510
Lai Sun Garment International Ltd.   300,000  572,667  50699093
Mandarin Oriental International 
 Ltd. Ord.   400,000  528,020  56259499
Sun Hung Kai Properties Ltd.   200,500  1,530,930  86676H10
Winsor Industrial Corp. Ltd.  300,000  396,015  97551099
   13,024,716
INDIA - 0.3%
Bajaj Auto Ltd. GDR (b)  16,000  405,280  05710010
Reliance Industries Ltd. GDR (b)  30,000  757,500  75947010
   1,162,780
IRELAND - 0.9%
Bank of Ireland U.S. Holdings, Inc.   150,000  697,001  06278793
Elan Corp PLC ADR (a)  12,400  457,250  28413120
Independent Newspapers PLC  192,496  881,867  45399E92
IAWS Group PLC Class A (UK Reg.)  200,000  294,508  45399H23
Waterford Foods PLC Class A  500,000  736,265  94199392
   3,066,891
ITALY - 3.9%
Assicurazioni Generali Spa  110,000  2,748,891  04542910
Fiat Spa (a)  550,000  2,249,038  31562110
Istituto Mobiliare Italiano  100,000  656,427  45777M92
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
ITALY - CONTINUED
Stet (Societa Finanziaria Telefonica 
 Spa) Ord.   1,400,000 $ 4,233,264  85982510
Telecom Italia Ord.   1,476,010  4,038,496  87999R22
   13,926,116
JAPAN - 25.6%
Akita Bank Ltd.  100,000  834,838  00999692
Aisin Seiki Co. Ltd.   50,000  758,475  00999999
Aplus Co. Ltd.   150,000  735,257  03899A92
Canon, Inc.   120,000  2,228,987  13780199
Daidoh Ltd.   150,000  1,424,075  56299292
Dai-Tokyo Fire & Marine Insurance Ord.   300,000  2,287,809  23399210
Daiwa Securities Co. Ltd.  175,000  2,546,308  23499010
Dowa Fire & Marine Industries Co. Ltd.   100,000  674,888  26099192
Ezaki Glicko Co. Ltd.  75,000  789,433  30199492
Fuji Photo Film Co. Ltd.   50,000  1,191,889  35958610
Fuji Oil Co. Ltd.   150,000  1,391,570  35999310
Hanshin Department Store Ltd.  242,000  1,960,374  41199292
Hitachi Ltd.   600,000  6,253,548  43357810
Honda Motor Co. Ltd.   100,000  1,743,976  43812810
House Food Industrial Co. Ltd.  55,000  1,163,511  44144610
Hisamitsu Pharmaceutical Co., Inc.  100,000  846,190  46699092
Izumiya Co. Ltd.   100,000  1,888,447  46599310
Kao Corp.  275,000  3,263,505  48599210
Kasumi Stores   80,000  738,868  48599310
Kirin Brewery Co. Ltd.   225,000  2,693,360  49712510
Konica Corp.   150,000  1,164,027  50046M10
Matsushita Electric Industrial Co. Ltd.   300,000  4,984,263  57687910
Matsuyadenki Co. Ltd. (a)  60,000  712,037  57699890
Mitsubishi Heavy Industries Ltd.  200,000  1,628,398  60699310
Nomura Securities Co. Ltd.   225,000  4,713,379  65536110
Nissei Sangyo Co. Ltd.  100,000  1,444,714  66699592
Obayashi Corp.   200,000  1,428,202  67090410
Omron Corp.   100,000  1,805,892  68215110
Pokka Corp.   50,000  712,038  73299999
Renown Look, Inc.   70,000  635,674  75999J22
Ricoh Co. Ltd. Ord.   200,000  1,991,642  76565999
Royal Co. Ltd.   150,000  2,430,215  77999110
Sekisui House Ltd.   150,000  1,702,698  81607810
Sekisui Chemical Co. Ltd.  250,000  2,566,948  81699210
Shintokogio Ltd.   80,000  734,740  97199392
Shionogi & Co. Ltd.   100,000  927,713  82434910
Sony Corp.   80,000  4,879,006  83569999
TDK Corp.   100,000  4,912,027  87235110
Takeda Chemical Industries Ltd.   300,000  3,714,978  87405810
Tokyo Style Co. Ltd.   100,000  1,733,657  88999410
Toshiba Corp.   275,000  2,168,103  89149310
Toyota Motor Corp.   200,000  4,416,696  89399999
Toenec Corp.   55,000  647,026  96599592
Yamaha Motor Co. Ltd.   100,000  919,457  98456092
Yamatake-Honeywell Co. Ltd.   130,000  1,945,204  98491099
Zenitaka Corp.   150,000  1,191,890  64099292
   91,525,932
KOREA (SOUTH) - 1.4%
Korea Electric Power Corp. ADR  155,760  3,037,320  50063110
Samsung Electronics Co. Ltd.:
 GDS (b)  30,000  1,800,000  79605020
 GDR (New) (a)(b)  1,516  90,960  79605030
 GDR Part Dividend (b)  1,305  42,415  79605080
   4,970,695
LUXEMBOURG - 0.2%
Minorco SA sponsored ADR  30,000  798,750  60434030
 
 SHARES VALUE (NOTE 1)
MEXICO - 1.5%
BANACCI SA de CV Class C  124,000 $ 851,193  06399893
Cemex SA, Series B  218,750  2,016,980  15299293
Grupo Carso SA de CV Class A-1 (a)  130,000  1,382,053  40099594
Grupo Financiero Bancomer SA de CV 
 sponsored ADR, Series C (b)  50,000  1,150,000  40048610
   5,400,226
NETHERLANDS - 3.8%
ABN-AMRO Holdings NV  25,500  906,337  00399192
AKZO Nobel NV Ord.   7,000  884,294  01019910
Borsumij Wehry NV  26,225  434,153  09985610
Internationale Nederlanden Groep NV  25,375  1,187,971  46099892
Koninklijke PTT Nederland (b)  42,300  1,347,837  72699423
KLM Royal Dutch Airlines (a)  33,900  940,725  48251610
Philips Electronics  55,000  1,821,041  71833799
Pirelli Tyre Holdings NV Ord.   46,000  319,349  72499092
Royal Dutch Petroleum Co.   25,000  2,912,500  78025770
Telegraaf  15,000  1,691,094  87940410
Twentsche Kabel Holding NV   10,000  1,157,064  91030099
   13,602,365
NETHERLANDS ANTILLES - 0.6%
Intrum Justtia NV (Reg.)  160,000  201,574
Schlumberger Ltd.  35,000  2,056,250
   2,257,824
NEW ZEALAND - 1.3%
Brierley Investments Ltd.   5,078,459  3,818,747  10901410
Fletcher Challenge Ltd. (Reg.)  300,000  809,883  33999592
   4,628,630
NORWAY - 1.7%
Orkla AS Class B (non-vtg.)   20,000  573,526  39299192
Norsk Hydro AS ADR  82,956  3,338,979  65653160
Saga Petroleum AS Class B  100,000  1,139,405  84099794
Unitor AS   60,500  1,091,840  91699392
   6,143,750
PANAMA - 0.3%
Banco Latino Americano de Exportaciones
 SA Class E  25,000  928,125  06199A92
SINGAPORE - 0.1%
Hour Glass Ltd.   394,500  451,470  44199E22
SOUTH AFRICA - 0.3%
Rustenberg Platinum Holding Ltd. ADR (a)  35,000  997,500  78307820
SPAIN - 2.3%
Banco Popular Espanol  2,500  313,573  05999110
Corporacion Bancaria de Espana SA 
 sponsored ADR  60,000  1,155,000  21991310
Empresa Nacional de Electricidad SA 
 sponsored ADR  15,000  688,125  29244720
Electric Zaragosa  9,375  238,024  29599192
Hidroelectrisa de Cantabrico SA  50,000  1,516,966  42899999
Repsol SA sponsored ADR  30,000  975,000  76026T20
Telefonica de Espana SA sponsored ADR  35,000  1,417,500  87938220
Union Electrica Fenosa SA  400,000  1,839,520  90659510
   8,143,708
SWEDEN - 2.1%
Astra AB Class A Free shares  100,000  2,717,220  04632292
Mo Och Domsjoe (Modo) AB (a)   20,000  916,451  61399792
Pharmacia AB Class A Free shares  200,000  3,799,918  71713093
   7,433,589
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
SWITZERLAND - 2.3%
Also Holding AG (Reg.) (a)  5,400 $ 1,031,437  02199F93
Bank of International Settlements   100  811,779  06299B22
Bucher Holding AG :  08699292
 (Bearer)   1,800  1,017,111  08699292
 (warrants) (a)  2,000  2,388  08699293
CIBA-GEIGY AG (Reg.)  320  186,423  17199492
CIBA-GEIGY AG  (warrants) (a)  120  315  17199494
Georg Fischer AG (Bearer) (a)  700  807,799  33771110
Industrieholding Cham AG (Reg.)  1,200  792,678  85599922
Nestle SA (Reg.)  1,000  934,341  64106992
Oerlikon-Buhrle Holding Ltd. (Reg.) (a)  10,000  1,034,620  67199092
Prodega AG (Bearer)  800  713,092  74599992
Sandoz AG (Reg.)  500  249,105  80005292
Sulzer Gebrueder AG (Part. Cert.)  1,000  688,420  86557799
Swiss Reinsurance Corp.  Class B 
 (warrants) (a)  1,000  7,959  87099399
   8,277,467
UNITED KINGDOM - 5.1%
Amstrad PLC  600,000  274,872  03299110
ASDA Group PLC  100,000  99,805  04399110
BAT Industries PLC Ord.   90,000  644,971  05527010
British Petroleum PLC:  11088940
 ADR  35,236  2,995,060  11088940
 Ord.   3  21  11088910
British Telecommunications PLC Ord.   125,000  805,804  11102110
Clinton Cards PLC  92,900  148,959  18799292
Finlay (James) PLC  200,000  245,422  31799F92
Guinness PLC Ord.   100,000  767,354  40203310
Imperial Chemical Industries PLC Ord.   100,000  1,307,284  45270440
Invesco Mim PLC  400,000  1,066,768  46199C92
Lonrho PLC Ord.   155,067  332,364  54337410
Northumbtian Water Croup PLC Ord.   150,000  1,725,320  67299295
Royal Insurance Holdings PLC  405,084  1,938,627  78074910
Standard Chartered Bank PLC  206,358  992,640  85256810
Tesco PLC Ord.   44,939  172,788  88157510
Vsel Consortium PLC  40,000  912,972  91828599
WPP Group PLC ADR  450,000  1,603,125  92930920
Welsh Water PLC Ord.   100,000  1,056,135  94999395
Zeneca Group PLC sponsored ADR  25,000  1,053,125  98934D10
   18,143,416
TOTAL COMMON STOCKS
 (Cost $273,862,298)   305,846,693
NONCONVERTIBLE PREFERRED STOCKS - 2.2%
AUSTRIA - 0.3%
Creditanstal Bankverein  17,000  1,014,280  22539210
BELGIUM - 0.2%
Cockerill Sambre SA (a)  100,000  627,527  19199392
CANADA - 0.5%
Trilon Financial Corp. Class 1, 
 Series A  167,200  1,775,963  89590330
FINLAND - 0.3%
Nokia AB  7,000  1,057,379  65599910
GERMANY - 0.4%
Wella AG   2,000  1,336,658  94599999
ITALY - 0.5%
Fiat Spa (a)  800,000  1,938,432  31562120
TOTAL NONCONVERTIBLE PREFERRED STOCKS
 (Cost $5,792,761)   7,750,239
CLOSED-END INVESTMENT COMPANIES - 4.6%
 SHARES VALUE (NOTE 1)
AUSTRALIA - 0.5%
Kleinwort Benson Australia Income Fund  192,100 $ 1,752,913  49857710
CHILE - 0.5%
Five Arrows Chile Investment Trust Ltd.   500,000  1,360,000  33899422
GT Chile Growth Fund Ltd.  7,500  251,250  49899E22
   1,611,250
GERMANY - 0.5%
New Germany Fund, Inc. (The)  150,000  1,893,750  64446510
INDIA - 0.3%
Himalayan Fund (a)   45,000  770,400  43299792
India Fund   20,000  257,500  45408910
   1,027,900
MALAYSIA - 0.7%
Malaysia Equity Fund Ltd.   145,000  2,610,000  56099S22
PAKISTAN - 0.1%
Pakistan Investment Fund, Inc.   35,000  380,625  69584410
PHILIPPINES - 0.6%
First Philippine Fund, Inc.  100,000  2,262,500  33610010
REGIONAL AFRICA - 0.2%
Morgan Stanley Africa Investment 
 Fund, Inc.  70,000  857,500  61744410
SPAIN - 0.7%
Growth Fund of Spain, Inc. (a)   250,000  2,562,500  39987710
THAILAND - 0.5%
Thai Euro Fund IDR  52  1,778,400  94499C23
TOTAL CLOSED-END INVESTMENT COMPANIES
 (Cost $16,177,651)   16,737,338
REPURCHASE AGREEMENTS - 7.5%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements
 (U.S. Treasury obligations), in a joint
 trading account at 4.78% dated 
 10/31/94 due 11/1/94  26,671,541  26,668,000  99799N9L
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $322,500,710)  $ 357,002,270
FORWARD FOREIGN CURRENCY CONTRACTS
  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 1,700,625,000 JPY 1/11/95 $ 17,667,363 $ 55,074
(Payable amount $17,612,289)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 4.9%
CONTRACTS TO SELL
 1,700,625,000 JPY 1/11/95 $ 17,667,363  (440,610)
(Receivable amount $17,226,753) 
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 4.9%
      $ (385,536)
CURRENCY ABBREVIATIONS
JPY - Japanese yen
LEGEND
(a) Non-income producing
(b) 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 $7,590,690 or 2.2% of net
assets.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $332,256,933 and $258,701,956, respectively.
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 $23,550 for the period (see Note 5 of Notes to Financial
Statements).
The fund participated in the bank borrowing program.  The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $3,190,000. The weighted average interest rate was
4.19% (see Note 7 of Notes to Financial Statements).
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $322,918,762. Net unrealized appreciation aggregated
$34,083,508, of which $42,627,853 related to appreciated investment
securities and $8,544,345 related to depreciated investment securities. 
The fund hereby designates $5,462,566 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$6,949,557, or $0.25 per share. Taxes paid to foreign countries were
$937,803 or $0.03 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Aerospace & Defense   1.0%
Basic Industries   9.6
Construction & Real Estate   5.0
Durables    10.3
Energy    6.6
Finance   16.7
Health   5.8
Holding Companies   2.1
Industrial Machinery & Equipment   6.2
Media & Leisure   1.7
Nondurables   5.1
Precious Metals   1.4
Retail & Wholesale   3.5
Services   1.0
Repurchase Agreements   7.5
Technology   6.5
Transportation   0.3
Utilities   9.7
    100.0%
DIVERSIFIED INTERNATIONAL
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                  <C>            <C>             
 OCTOBER 31, 1994                                                                                    
 
ASSETS                                                                                               
 
Investment in securities, at value (including repurchase agreements of $26,668,000) (cost $322,500,710) - See       $ 357,002,270   
accompanying schedule                                                                                               
 
Cash                                                                                                                 220            
 
Receivable for investments sold                                                                                  8,356,963      
 
Unrealized appreciation on foreign currency contracts                                                            55,074         
 
Receivable for fund shares sold                                                                               1,323,366      
 
Dividends receivable                                                                                             1,402,627      
 
 TOTAL ASSETS                                                                                                      368,140,520    
 
LIABILITIES                                                                                   
 
Payable for investments purchased                                                             $ 13,267,580                   
 
Unrealized depreciation on foreign currency contracts                                          440,610                       
 
Payable for fund shares redeemed                                                               2,784,031                     
 
Accrued management fee                                                                        196,678                       
 
Other payables and accrued expenses                                                           299,379                       
 
 TOTAL LIABILITIES                                                                                             16,988,278     
 
NET ASSETS                                                                                                      $ 351,152,242   
 
Net Assets consist of:                                                                                                       
 
Paid in capital                                                                                                $ 303,607,025   
 
Undistributed net investment income                                                                             819,988        
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions          12,601,893     
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies          34,123,336     
 
NET ASSETS, for 28,175,902 shares outstanding                                                                  $ 351,152,242   
 
NET ASSET VALUE, offering price and redemption price per share ($351,152,242 (divided by) 28,175,902 shares)      $12.46         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>           <C>            
 YEAR ENDED OCTOBER 31, 1994                                                                    
 
INVESTMENT INCOME                                                                $ 6,878,460    
Dividends                                                                                       
 
Interest                                                                          1,037,857     
 
                                                                                  7,916,317     
 
Less foreign taxes withheld                                                       (937,803      
                                                                                 )              
 
 TOTAL INCOME                                                                     6,978,514     
 
EXPENSES                                                                                        
 
Management fee                                                     $ 2,441,324                  
Basic fee                                                                                       
 
 Performance adjustment                                             (169,790                    
                                                                   )                            
 
Transfer agent fees                                                 1,075,053                   
 
Accounting fees and expenses                                        191,050                     
 
Non-interested trustees' compensation                               1,797                       
 
Custodian fees and expenses                                         269,885                     
 
Registration fees                                                   96,411                      
 
Audit                                                               35,694                      
 
Legal                                                               2,367                       
 
Interest                                                            1,113                       
 
Miscellaneous                                                       3,145                       
 
 Total expenses before reductions                                   3,948,049                   
 
 Expense reductions                                                 (2,633        3,945,416     
                                                                   )                            
 
NET INVESTMENT INCOME                                                             3,033,098     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                             
Net realized gain (loss) on:                                                                    
 
 Investment securities                                              13,079,970                  
 
 Foreign currency transactions                                      (2,194,708    10,885,262    
                                                                   )                            
 
Change in net unrealized appreciation (depreciation) on:                                        
 
 Investment securities                                              14,120,268                  
 
 Assets and liabilities in foreign currencies                       (378,224      13,742,044    
                                                                   )                            
 
NET GAIN (LOSS)                                                                   24,627,306    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                  $ 27,660,404   
 
OTHER INFORMATION                                                                 $191,050      
Accounting fees paid to FSC                                                                     
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                <C>             <C>             
                                                                                                    YEAR ENDED      YEAR ENDED      
                                                                                                    OCTOBER 31,     OCTOBER 31,     
                                                                                                    1994            1993            
 
INCREASE (DECREASE) IN NET ASSETS                                                                                                 
 
Operations                                                                                         $ 3,033,098     $ 998,691       
Net investment income                                                                              
 
 Net realized gain (loss)                                                                          10,885,262      2,534,162      
 
 Change in net unrealized appreciation (depreciation)                                              13,742,044      24,127,201     
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                   27,660,404      27,660,054     
 
Distributions to shareholders:                                                                     (57,277         (425,331       
From net investment income                                                                         )               )               
 
 From net realized gain                                                                            (2,281,540      -              
                                                                                                   )                               
 
 TOTAL  DISTRIBUTIONS                                                                              (2,338,817      (425,331       
                                                                                                   )               )               
 
Share transactions                                                                                 439,644,650     368,965,606    
Net proceeds from sales of shares                                                                  
 
 Reinvestment of distributions                                                                     2,282,423       411,649        
 
 Cost of shares redeemed                                                                           (371,125,272    (178,021,677   
                                                                                                   )               )               
 
 Net increase (decrease) in net assets resulting from share transactions                           70,801,801      191,355,578    
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                          96,123,388      218,590,301    
 
NET ASSETS                                                                                         
 
 Beginning of period                                                                               255,028,854     36,438,553     
 
 End of period (including undistributed net investment income of $819,988 and $893,244, 
respectively)                                                                                    $ 351,152,242   $ 255,028,854   
 
OTHER INFORMATION                                                                                
Shares                                                                                           
 
 Sold                                                                                            36,516,172      35,207,206     
 
 Issued in reinvestment of distributions                                                         201,263         48,543         
 
 Redeemed                                                                                        (31,079,116     (17,022,973    
                                                                                                 )               )               
 
 Net increase (decrease)                                                                         5,638,319       18,232,776     
 
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.                   
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                                                  <C>                    <C>         <C>                 
                                                                     YEARS ENDED OCTOBER                DECEMBER 27, 1991   
                                                                     31,                                (COMMENCEMENT       
                                                                                                        OF OPERATIONS) TO   
 
SELECTED PER-SHARE DATA                                              1994                   1993        OCTOBER 31, 1992    
 
Net asset value, beginning of period                                 $ 11.32                $ 8.46      $ 10.00             
 
Income from Investment Operations                                                                                           
 
 Net investment income                                                .05                    .07         .07                
 
 Net realized and unrealized gain (loss)                              1.20                   2.89        (1.61)             
 
 Total from investment operations                                     1.25                   2.96        (1.54)             
 
Less Distributions                                                    (.01)                  (.10)       -                  
From net investment income                                                                                                  
 
 From net realized gain                                               (.10)                  -           -                  
 
 Total distributions                                                  (.11)                  (.10)       -                  
 
Net asset value, end of period                                       $ 12.46                $ 11.32     $ 8.46              
 
TOTAL RETURNB, C                                                      11.14%                 35.38%      (15.40)%           
 
RATIOS AND SUPPLEMENTAL DATA                                                                                                
 
Net assets, end of period (000 omitted)                              $ 351,152              $ 255,029   $ 36,439            
 
Ratio of expenses to average net assets                               1.25%                  1.47%       2.00% A            
 
Ratio of expenses to average net assets before expense reductions     1.25%                  1.47%       2.34% A            
 
Ratio of net investment income to average net assets                  .96%                   .84%        1.38% A            
 
Portfolio turnover rate                                               89%                    56%         56% A              
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S><C>
A ANNUALIZED                                                                                                                        
  
B THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIOD SHOWN.                             
  
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.                  
  
 
</TABLE>
 
INTERNATIONAL GROWTH & INCOME
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). International
Growth & Income had a 2% sales charge, which was waived through May 31,
1994. The sales charge was eliminated effective June 1, 1994.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED                    PAST 1   PAST 5   LIFE OF   
OCTOBER 31, 1994                 YEAR     YEARS    FUND      
 
INTERNATIONAL GROWTH & INCOME    2.33%    48.71%   96.18%    
 
INTERNATIONAL GROWTH & INCOME                                
 (INCL. 2% SALES CHARGE)         0.28%    45.74%   92.26%    
 
Morgan Stanley EAFE Index        10.09%   22.45%   98.70%    
 
JP Morgan Global Bond Index      2.62%    58.21%   97.83%    
 
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 December 31, 1986. You can compare the fund's figures to the
performance of the Morgan Stanley EAFE index - a broad measure of the
performance of stocks in Europe, Australia, and the Far East. You can also
compare the fund's performance to the JP Morgan Global Traded Government
Bond Index - a broad measure of bond performance in developed countries,
including the United States. These benchmarks include reinvested dividends
and capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED                    PAST 1   PAST 5   LIFE OF   
OCTOBER 31, 1994                 YEAR     YEARS    FUND      
 
INTERNATIONAL GROWTH & INCOME    2.33%    8.26%    8.97%     
 
INTERNATIONAL GROWTH & INCOME                                
 (INCL. 2% SALES CHARGE)         0.28%    7.82%    8.69%     
 
Morgan Stanley EAFE Index        10.09%   4.13%    9.15%     
 
JP Morgan Global Bond Index      2.62%    9.61%    9.09%     
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
              Int'l G&I (305)MS EAFE         JP Morgan Gl. Bon
     12/31/86        9800.00        10000.00         10000.00
     01/31/87       10456.60        11062.61         10257.00
     02/28/87       10917.20        11393.69         10377.01
     03/31/87       11387.60        12327.33         10565.87
     04/30/87       11828.60        13631.69         10575.38
     05/31/87       11907.00        13631.64         10475.97
     06/30/87       12024.45        13197.34         10430.92
     07/31/87       12525.06        13174.29         10305.75
     08/31/87       12868.62        14162.12         10418.08
     09/30/87       12976.78        13939.16         10164.92
     10/31/87       10259.33        11925.20         10730.09
     11/30/87        9993.50        12104.07         11008.00
     12/31/87       10616.00        12463.49         11382.28
     01/31/88       10240.74        12686.01         11440.33
     02/29/88       10704.88        13531.62         11545.58
     03/31/88       11169.02        14363.62         11636.79
     04/30/88       11465.28        14572.35         11582.09
     05/31/88       11317.15        14105.22         11457.01
     06/30/88       11188.77        13733.43         11355.04
     07/31/88       11188.77        14164.30         11266.47
     08/31/88       10635.75        13243.36         11186.48
     09/30/88       11020.89        13822.02         11465.02
     10/31/88       11662.79        15004.67         11916.74
     11/30/88       11870.17        15898.44         12021.61
     12/31/88       11843.61        15987.08         11949.48
     01/31/89       12064.61        16268.36         11831.18
     02/28/89       12104.79        16351.98         11812.25
     03/31/89       12104.79        16031.06         11711.85
     04/30/89       12406.16        16179.74         11905.09
     05/31/89       12054.56        15299.51         11776.52
     06/30/89       12094.75        15041.96         12043.84
     07/31/89       13239.93        16930.83         12523.19
     08/31/89       13059.11        16169.38         12152.50
     09/30/89       13581.48        16905.93         12344.51
     10/31/89       12928.52        16226.69         12503.76
     11/30/89       13410.70        17042.40         12615.04
     12/31/89       14108.24        17671.22         12762.64
     01/31/90       13864.30        17013.70         12572.47
     02/28/90       13376.40        15826.23         12436.69
     03/31/90       13366.24        14177.52         12360.83
     04/30/90       13335.75        14065.01         12312.62
     05/31/90       14199.72        15669.84         12706.62
     06/30/90       14646.96        15531.83         12936.61
     07/31/90       15327.98        15750.60         13316.95
     08/31/90       14016.76        14221.09         13213.08
     09/30/90       12664.89        12239.17         13337.28
     10/31/90       13935.45        14146.27         13864.10
     11/30/90       13620.35        13311.80         14108.11
     12/31/90       13652.87        13527.45         14264.71
     01/31/91       14135.97        13965.00         14588.52
     02/28/91       14934.14        15462.03         14603.11
     03/31/91       14398.53        14533.81         14147.49
     04/30/91       14619.08        14676.53         14318.68
     05/31/91       14598.07        14829.67         14331.56
     06/30/91       13894.42        13739.97         14139.52
     07/31/91       14377.53        14415.04         14437.86
     08/31/91       14325.01        14122.30         14738.17
     09/30/91       14787.11        14918.22         15276.12
     10/31/91       14692.59        15129.70         15427.35
     11/30/91       14283.01        14423.38         15678.81
     12/31/91       14750.27        15168.25         16470.59
     01/31/92       14729.00        14844.25         16147.77
     02/29/92       14750.27        14312.95         16100.94
     03/31/92       14271.71        13368.06         15952.81
     04/30/92       14899.16        13431.61         16085.22
     05/31/92       15569.14        14330.66         16542.04
     06/30/92       15420.26        13650.92         16993.64
     07/31/92       14920.43        13301.55         17367.50
     08/31/92       15186.29        14135.84         17829.48
     09/30/92       14931.06        13856.69         17811.65
     10/31/92       14133.46        13129.85         17366.36
     11/30/92       14101.56        13253.40         17058.97
     12/31/92       14257.48        13321.95         17221.03
     01/31/93       14388.19        13320.31         17513.79
     02/28/93       14780.29        13722.68         17795.76
     03/31/93       15880.38        14918.82         18069.82
     04/30/93       16762.62        16334.66         18398.69
     05/31/93       17154.73        16679.64         18516.44
     06/30/93       16926.00        16419.41         18531.25
     07/31/93       17492.38        16994.17         18538.66
     08/31/93       18407.29        17911.56         19087.41
     09/30/93       18287.48        17508.39         19289.73
     10/31/93       18788.51        18047.95         19280.09
     11/30/93       18145.89        16470.37         19139.34
     12/31/93       19259.02        17659.65         19334.57
     01/31/94       20267.46        19152.69         19516.31
     02/28/94       19905.74        19099.65         19301.63
     03/31/94       18842.49        18277.00         19212.84
     04/30/94       19094.60        19052.47         19197.47
     05/31/94       19445.36        18943.09         19038.13
     06/30/94       18974.03        19210.79         19264.69
     07/31/94       19291.91        19395.54         19445.78
     08/31/94       19478.25        19854.73         19395.22
     09/30/94       19028.83        19229.40         19490.25
     10/31/94       19226.14        19869.74         19782.61
Let's say you invested $10,000 in Fidelity International Growth & Income
Fund on its start date and paid the 2% sales charge. By October 31, 1994,
it would have grown to $19,226 - a 92.26% increase on your initial
investment. That compares to $10,000 invested in the Morgan Stanley EAFE
index, which would have grown to $19,870 over the same period - a 98.70%
increase. If you had put $10,000 in the J.P. Morgan Global Bond index, it
would have grown to $19,783 - a 97.83% increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
INTERNATIONAL GROWTH & INCOME
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with Richard Mace, 
Portfolio Manager of International Growth & Income Fund
Q. RICK, HOW DID THE FUND PERFORM?
A. The fund had a total return of 2.33% for the 12 months ended October 31,
1994. When looking at performance, it's important to keep in mind that the
fund invests in both stocks and bonds, and maintains at least a 25%
investment in fixed-income investments. Because no index tracks both
international stocks and bonds, we can look at the performance of two 
separate indexes. First, the Morgan Stanley EAFE index - which tracks the
performance of stocks in Europe, Australia and the Far East - rose 10.09%
during the period. The JP Morgan Global Government Bond Index, which tracks
the performance of government bonds in 13 developed countries including the
U.S., had a total return of 2.62% for the same 12 months.
Q. WHY DID THE FUND TRAIL BOTH INDEXES?
A. In a word: bonds. Over the past six months, the fund has maintained
roughly a 35% stake in bonds, which is actually below its neutral mix of
40% bonds and 60% stocks. However, most bond markets around the world have
fallen anywhere from 10% to 30% year-to-date through October. It all
started back in February, when the Federal Reserve Board began raising
short-term interest rates in the United States. The Fed was attempting to
control future inflation that might result from an expanding U.S. economy.
Once rates went up in the U.S., they rose around the world, and the extent
of the correlation of these foreign markets to the U.S. market was
surprising. In addition, one key reason why the fund underperformed the JP
Morgan Global Bond index over the 12-month period is that roughly 10% of
the fund's investments were in emerging market bonds during 1994. Markets
such as Argentina were among the hardest hit during the worldwide sell-off.
Because there are no emerging markets represented in the index, the fund
suffered disproportionately.
Q. BECAUSE OF THE PERFORMANCE OF BONDS, HAVE YOU CUT BACK ON THE FUND'S
INVESTMENTS?
A. No, just the opposite; the fund's stake in bonds has increased slightly
over the past six months. It's important to point out that the reasons I
found bonds in many foreign countries attractive earlier this year were
even more pronounced by the end of October. Now that yields have risen -and
prices have fallen - bonds offer very compelling value. In Argentina, for
example, government bonds are offering yields that are roughly 7% higher
than those of U.S. Treasuries with comparable maturities. In addition,
inflation, which is a bond investor's worst enemy, is only 3 1/2%, while
GNP is growing at 6%.
Q. WHERE ELSE ARE YOU FINDING THE BEST VALUE IN BONDS?
A. Behind Argentina, which made up 7.4% of the fund's investments on
October 31, the largest countries represented on the bond side included
Canada, France, Japan, Germany and the United States. In Canada and France
especially, as in Argentina,  the value story is quite compelling. Real
yields - a bond's interest rate minus the rate of inflation - are at
historically high levels. For that reason, I believe that bonds may offer
favorable returns over the next year.
Q. LET'S TURN TO STOCKS.  JAPAN HAS REMAINED THE LARGEST COUNTRY
REPRESENTED ON THE STOCK SIDE OVER THE PAST SIX MONTHS - 21.5% OF THE FUND
ON OCTOBER 31.  HOW DID THIS STRATEGY WORK OUT?
A. Very well. Japan has been one of the world's best performing markets
this year, while Southeast Asian markets - which the fund largely avoided -
corrected sharply after a strong 1993. Earlier this year, I focused on
major Japanese exporters that had effectively cut costs and were poised to
benefit as Japan emerged from a long recession. Stocks such as Hitachi,
Matsushita, Sony and Suzuki performed well during the first six months
1994. However, I began favoring companies that have more exposure to the
domestic economy, believing that they will benefit once the Japanese
recovery gains momentum.  Examples include Ito-Yokado, which owns several
retailers; and Mitsubishi Electric, a maker of consumer electronic goods.
Q. WHERE ELSE HAVE YOU FOUND OPPORTUNITIES IN STOCKS?
A. In Europe, I've focused largely on cyclical stocks - those that tend to
rise and fall with the economy. Although they've turned in mixed results
over the past six months, I believe there is plenty of potential going
forward. Strengthening European economies have driven up the stocks of
cyclical commodity-related companies such as DSM, a Dutch chemical company,
and Hoogovens, another Dutch company that manufactures aluminum and steel.
In fact, I've recently found many inexpensive stocks in the Netherlands.
The fund's largest stock investment on October 31 was Koninklijke PPT
Nederland (KPN), which runs the country's post office and the phone
company. KPN just went public earlier this year when the government decided
to privatize the company. The company has done an excellent job cutting
costs, and that's especially clear on the telephone side of the business.
Q. RICK, ARE YOU STILL USING DERIVATIVE INSTRUMENTS KNOWN AS FORWARD
FOREIGN CURRENCY CONTRACTS TO HEDGE OVERSEAS INVESTMENTS?
A. I am. Currently, I'm hedging a portion of both the fund's stock and bond
investments. These contracts reduce the fund's exposure to foreign currency
risk - the chance that movements in a country's currency will negatively
affect the fund's investments there - by tying the value of selected
foreign investments to the U.S. dollar.
Q. ARE THERE RISKS ASSOCIATED WITH HEDGING?
A. The biggest risk is that the U.S. dollar will fall in value relative to
the currencies of countries in which the fund is hedged. And that has
happened over the past year. For foreign investments that were hedged, a
weak dollar has meant the fund has given up a portion of any gains made by
those investments in their local currency. So in that sense, the weak
dollar has caused a lost opportunity in return for decreased volatility and
currency risk. However, since hedging losses count against the fund's
income for tax purposes, dividends this year will be lower than they might
have been. I believe this is a temporary situation. If the dollar again
strengthens relative to foreign currencies the fund has hedged, we should
be back on track.
Q. HAVE YOU USED ANY OTHER TYPES OF DERIVATIVES?
A. Yes, on a limited basis. Over the past six months, I sold a roughly 3%
stake in indexed securities, or structured notes. These securities are like
customized bonds, and were constructed in a way that tied their value to
short-term interest rates in Europe. They did very well when rates fell in
1993. However, when rates suddenly reversed in 1994, they negatively
affected the fund's total return. In addition, the fund had a small stake
in Japanese futures tied to the Nikkei stock index. These investments
mirror the performance of the market to which they're tied, and allow the
fund to take part in broad market moves until I find specific investments
to replace them.
Q. LET'S TALK ABOUT THE NEXT SIX MONTHS. WHAT'S YOUR OUTLOOK?
A. Again, at some point down the line, I feel strongly that bonds will turn
the corner and yields will begin to fall, and prices rise, once again. The
valuations that exist in most worldwide bond markets are simply too
attractive - relative to the risk of higher inflation - for investors to
stay on the sidelines much longer. As for stocks, I believe that we could
see some choppy markets going forward. Improving economies in Japan and
Europe should boost corporate earnings. However, higher interest rates have
drawn the prospect of higher stock prices into question.  
 
FUND FACTS
GOAL: to increase the value of the fund's shares 
by investing in stocks and bonds, mainly in 
Europe, the Far East and Pacific Basin
START DATE: December 31, 1986
SIZE: as of October 31, 1994, more than 
$1.3 billion
MANAGER: Richard Mace, since January 1994; 
manager, Fidelity International Value Fund, since 
November 1994; co-manager, Fidelity Global 
Balanced Fund, February 1993-December 1993; 
Manager, Fidelity Select Chemicals and 
Industrial Materials Portfolios, January 
1992-August 1992; Fidelity Select 
Transportation Portfolio, June 1989- December 
1991; joined Fidelity in 1987
(checkmark)
RICK MACE ON GLOBAL CONSOLIDATION:
"There's growing evidence that industry consolidation 
- - prevalent in the U.S. in recent years - is spreading 
worldwide. In this country, we've seen consolidation in 
the banking, food and railroad industries. The 
companies that have deep pockets and excellent 
balance sheets, and that have established themselves 
as the low-cost producers within their industries, are 
coming out on top. As trade barriers come down and 
restrictions are eased, I believe we'll see 
consolidation across Europe. German companies will 
be buying Dutch companies, Italian companies will be 
buying German companies, and so forth. The auto 
industry has been consolidated for years, with a few 
key players such as G.M., Toyota, Chrysler and 
Honda battling for worldwide sales. But it hasn't been 
this way for, say, chemicals. You've always had your 
U.S. chemical companies and your European 
chemical companies. But again, as access to world 
markets increases and trade barriers come down, I 
think you'll see a few dominant players emerge.
"What does this mean for the fund? There should be 
opportunities surrounding both the predators and the 
prey. First, I'll want to emphasize the  strong 
companies that are dominating their industries, but 
whose stocks appear inexpensive relative to earnings 
and cash flow. In addition, I'll want to search out super 
cheap stocks of companies that are ripe for takeover. 
As world markets come together, it'll be interesting to 
see which players can emerge as the low-cost, 
successful producers within their given industries."
(solid bullet)  Following Japan, the largest countries represented 
among the fund's stock investments were the 
Netherlands, at 6.3% on October 31, Canada, at 4.0%, 
and Germany, at 4.0%. In Germany, the fund has 
leaned toward cyclical stocks - those that tend to do 
well as the economy improves - such as auto maker 
BMW. A notable exception is Deutsche Bank. The 
stock became more attractively valued after its price 
fell recently due to concerns over rising interest rates. 
In Canada, the stocks of commodity-related 
companies have performed well. Examples include 
aluminum producer Alcan and methanol producer 
Methanex.
DISTRIBUTIONS
The Board of Trustees of Fidelity International Growth 
& Income Fund voted to pay on December 12, 1994, 
to shareholders of record at the opening of business 
on December 9, 1994, a distribution of $.53 derived 
from capital gains realized from sales of portfolio 
securities.
INTERNATIONAL GROWTH & INCOME
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
Argentina 7.4%
Row: 1, Col: 1, Value: 15.6
Row: 1, Col: 2, Value: 16.3
Row: 1, Col: 3, Value: 7.6
Row: 1, Col: 4, Value: 27.5
Row: 1, Col: 5, Value: 7.3
Row: 1, Col: 6, Value: 6.1
Row: 1, Col: 7, Value: 5.6
Row: 1, Col: 8, Value: 8.6
Row: 1, Col: 9, Value: 7.4
United States 15.8%
Canada 8.6%
United Kingdom 
5.6%
Other 14.1%
France 6.1%
Germany 7.3%
Netherlands 7.6%
Japan 27.5%
AS OF APRIL 30, 1994  
Argentina 6.7%
United States 10.7%
Row: 1, Col: 1, Value: 10.7
Row: 1, Col: 2, Value: 2.3
Row: 1, Col: 3, Value: 14.5
Row: 1, Col: 4, Value: 3.9
Row: 1, Col: 5, Value: 37.5
Row: 1, Col: 6, Value: 5.2
Row: 1, Col: 7, Value: 5.5
Row: 1, Col: 8, Value: 5.3
Row: 1, Col: 9, Value: 3.1
Row: 1, Col: 10, Value: 5.3
Row: 1, Col: 11, Value: 6.7
Canada 5.3%
Sweden 2.3%
Denmark 3.1%
France 5.3%
Other 14.5%
Germany 5.5%
Italy 5.2%
Netherlands 3.9%
Japan 37.5%
ASSET ALLOCATION
                            % OF FUND'S    % OF FUND'S    
                            INVESTMENTS    INVESTMENTS    
                                           6 MONTHS AGO   
 
Stocks and equity futures   56.0           60.5           
 
Bonds                       35.0           31.6           
 
Short-term investments      9.0            7.9            
 
TOP TEN STOCKS 
                                       % OF FUND'S    % OF FUND'S    
                                       INVESTMENTS    INVESTMENTS    
                                                      6 MONTHS AGO   
 
Koninklijke PPT Nederland                                            
(Netherlands, Telephone Services)      2.3            -              
 
Hitachi Ltd. ADR                                                     
(Japan, Electronics)                   1.7            1.2            
 
Alcan Aluminium Ltd.                                                 
(Canada, Metals & Mining)              1.5            0.7            
 
Veba AG Ord.                                                         
(Germany, Electric Utilities)          1.5            1.2            
 
Honda Motor Co. Ltd.                                                 
(Japan, Autos, Tires, & Accessories)   1.3            1.2            
 
British Petroleum PLC Ord.                                           
(United Kingdom, Oil and Gas)          1.3            1.0            
 
Schlumberger Ltd.                                                    
(Netherlands, Energy Services)         1.2            1.1            
 
Sony Corp.                                                           
(Japan, Consumer Electronics)          1.2            1.0            
 
Omron Corp.                                                          
(Japan, Electrical Equipment)          1.1            -              
 
Toyota Motor Corp.                                                   
(Japan, Autos, Tires & Accessories)    1.1            1.0            
 
TOP TEN INDUSTRIES 
                                   % OF FUND'S    % OF FUND'S    
                                   INVESTMENTS    INVESTMENTS    
                                                  6 MONTHS AGO   
 
Basic Industries                   10.1           6.6            
 
Durables                           8.0            14.9           
 
Technology                         7.2            8.4            
 
Utilities                          7.1            3.7            
 
Energy                             5.5            4.1            
 
Industrial Machinery & Equipment   5.4            2.7            
 
Finance                            5.4            10.2           
 
Nondurables                        2.2            1.2            
 
Health                             1.8            0.4            
 
Retail & Wholesale                 1.6            2.6            
 
 
INTERNATIONAL GROWTH & INCOME
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 53.6%
 SHARES VALUE (NOTE 1)
AUSTRALIA - 1.1%
BTR Nylex Ltd.   1,000 $ 1,775  05587099
Goodman Fielder Ltd. Ord.   9,623,000  9,077,280  38238210
Pacific Dunlop  1,953,500  5,934,440  69418510
   15,013,495
AUSTRIA - 0.6%
Mayr Melnhof Karton AG (a)  54,200  2,937,462  57847192
Wienerberger Baustoffindustrie AG  14,000  4,948,395  98399292
   7,885,857
BELGIUM - 0.2%
Tessenderlo Chemie NV  8,900  2,835,678  88161299
BERMUDA - 0.3%
Ace Ltd.   200,000  4,550,000  00499G92
CANADA - 4.0%
Alcan Aluminium Ltd.   791,600  21,203,307  01371610
American Barrick Resources Corp.   35,500  845,956  02451E10
Canadian Natural Resources
 Ltd. (a)(e)  140,000  1,900,839  13638592
Canada Occidental Petroleum Ltd.   143,700  3,490,699  13642010
Canadian Pacific Ltd. Ord.   244,700  3,910,029  13644030
Inco Ltd.   1,000  30,110  45325840
Methanex Corp. (a)   926,300  13,860,106  59151K10
Midland Walwyn, Inc.  500,000  2,955,630  59780110
Quno Corp. (a)  58,900  1,088,041  74726H10
Rio Alto Exploration Ltd. (a)  36,600  212,971  76689210
Rio Alto Exploration Ltd. (a)(e)  89,000  517,881  76689292
Sherritt Gordon Ltd. (a)  450,500  4,868,337  82428010
   54,883,906
DENMARK - 0.4%
Den Danske Bank Group AS  25,000  1,341,598  24820692
FLS Industries (Smidth) Class B  24,800  1,642,524  35599092
Unidanmark AS Class A (a)  75,000  3,005,859  92399792
   5,989,981
FINLAND - 0.5%
Enso-Gutzeit OY Class R Free shares  215,000  1,911,215  29357810
Kone Corp. Class B Ord.   14,600  1,738,926  50400092
Kymmene Corp.   48,600  1,330,928  50699692
Repola OY  75,000  1,573,028  75999A92
Valmet OY Ord. (a)  50,100  1,088,894  92029991
   7,642,991
FRANCE - 1.8%
Accor SA   71,000  8,429,224  00439991
Eramet SA (a)(e)  8,000  584,475  29499H23
Lagardere Groupe SA (Reg.)  115,000  2,714,952  50699D22
Total SA:
 Class B  34,500  2,238,327  20434510
 sponsored ADR  250,000  8,250,000  89151E10
Ugine SA (e)  36,300  2,729,642  90299G23
   24,946,620
GERMANY - 4.0%
Bayer AG  19,600  4,586,693  07273010
BMW AG  14,500  7,472,984  05528310
Deutsche Bank AG  16,600  8,179,950  25152592
Hoechst AG Ord.   24,400  5,343,255  43439010
Karstadt AG   5,000  2,064,838  48576499
Kaufhof Holding AG  8,700  2,950,623  48615210
 
 SHARES VALUE (NOTE 1)
 
Schering AG  2,300 $ 1,536,392  80658510
Veba AG:
 Ord.   59,400  19,908,628  92239110
 (warrants) (a)  24,000  2,725,985  92239194
   54,769,348
HONG KONG - 0.1%
Sun Hung Kai Properties Ltd.   3,678,000  1,892,074  86690810
INDIA - 0.1%
ITC Ltd. GDS (warrants) (a)(e)  78,000  887,640  45031810
IRELAND - 0.1%
Smurfit (Jefferson) Group PLC   241,300  1,473,800  84699793
Smurfit (Jefferson) Group PLC (rights) (a)  24,130  13,818  84699794
   1,487,618
ITALY - 0.5%
Telecom Italia Ord.   2,310,000  6,320,368  87999R22
JAPAN - 21.5%
Aiwa Co. Ltd.   100,000  2,724,318  00959999
Amada Metrecs Co. Ltd.   7,000  130,747  02299292
Canon, Inc.   430,000  7,987,203  13780199
Casio Computer Co. Ltd. Ord.   115,000  1,530,881  14761893
Daifuku Co. Ltd.   1,000  15,273  23299210
Daicel Chemical Industries Ltd.   256,000  1,561,283  23398110
Daiwa Securities Co. Ltd.  689,000  10,025,177  23499010
Daihatsu Motor Co. Ltd.   500,000  3,353,800  24199092
Ezaki Glicko Co. Ltd.  274,000  2,884,061  30199492
Fujitsu Ltd.   834,000  9,553,070  35959010
Fuji Electric Co. Ltd.   1,839,000  10,532,431  36599492
Hitachi Koki Co. Ltd. Ord.   312,000  3,348,434  43299492
Hitachi Ltd. ADR  2,260,000  23,555,031  43357810
Hitachi Maxell Ltd.   1,000  17,853  43358990
Hitachi Cable Ltd.   424,000  3,710,356  43399010
Hitachi Transport System Co.   267,000  3,058,357  43699992
Honda Motor Co. Ltd.   1,056,000  18,416,387  43812810
Ito-Yokado Co. Ltd.   96,000  5,240,597  46571410
Kaneka Corp.   377,000  3,065,643  48418199
Kawasaki Heavy Industries Ltd.   640,000  3,143,699  48639991
Kenwood Corp.   1,000  9,545  49178692
Kokuyo Co. Ltd.   38,000  976,420  50033399
Kyocera Corp.  1,000  76,157  50155610
Kokusai Securities Co. Ltd.  1,000  16,614  50299092
Matsushita Electric Industrial Co. Ltd.   510,000  8,473,247  57687910
Matsushita Electric Works Co. Ltd.   1,000  11,042  57688110
Matsuzakaya Co. Ltd.   8,000  113,926  57699492
Mazda Motor Corp. (a)  1,000  5,934  57878592
Mitsubishi Electric Co. Ord.   1,811,000  13,549,087  60673220
Mitsubishi Heavy Industries Ltd.  1,253,000  10,201,913  60699310
Nikko Securities Co. Ltd.  419,000  4,929,158  65399010
Nifco, Inc.   242,000  3,945,720  66099892
Nisshinbo Industries  615,000  7,171,460  65411310
Nippon Shokubai Co. Ltd.   143,000  1,564,213  65461299
Nissan Motor Co. Ltd. Ord.   135,000  1,152,108  65474491
Nitto Denko Corp.   407,000  7,013,982  65480230
Nomura Securities Co. Ltd.   619,000  12,967,029  65536110
Nichicon Corp.   100,000  1,434,395  66199793
Omron Corp.   845,000  15,259,787  68215110
Pioneer Electronic Corp.   1,000  26,108  72365710
Rohm Co. Ltd.   26,000  1,145,658  77536110
Sankyo Co. Ltd.  476,000  12,378,309  80029710
Sekisui Chemical Co. Ltd.  1,000  10,268  81699210
Shinetsu Chemical   228,000  4,846,808  82499210
COMMON STOCKS- CONTINUED
 SHARES VALUE (NOTE 1)
JAPAN - CONTINUED
Sony Corp.   267,500 $ 16,314,175  83569999
Sumitomo Chemical Co. Ltd.  180,000  1,062,484  86599610
Suzuki Motor Corp.   495,000  6,282,956  86958592
Taiyo Yuden Co. Ltd.   1,000  11,455  87404799
Takeda Chemical Industries Ltd.   236,000  2,922,449  87405810
Tokai Rika Denki Co. Ltd.   653,000  7,547,185  88199192
Toppan Printing Co. Ltd.   365,000  5,386,203  89074799
Toshiba Corp.   801,000  6,315,092  89149310
Toyoda Automatic Loom Works Ltd.   43,000  900,779  89200910
Toyota Motor Corp.  668,000  14,751,765  89399999
Toyobo Co. Ltd.  280,000  1,233,786  90899392
Uny Co. Ltd.  475,000  7,548,629  91529010
Yamanouchi Pharmaceutical Co. Ltd.  151,000  2,976,215  98414010
Zexel Corp.   1,000  6,697  99099392
   294,393,359
MALAYSIA - 0.0%
Tenaga Nasional BHD  1,000  5,320  92099992
MEXICO - 0.1%
Telefonos de Mexico SA sponsored ADR 
 representing shares Ord. Class L  37,500  2,067,188  87940378
NETHERLANDS - 6.3%
AKZO Nobel NV Ord.   50,300  6,354,281  01019910
DSM NV  87,400  7,571,590  23332H92
Heineken NV  26,000  3,802,884  42301210
Hoogovens en Staalfabrieken NV (a)  27,000  1,259,242  43888410
Internationale Nederlanden Groep NV  45,000  2,106,747  46099892
KBB NV Ord.   57,100  3,581,243  48130092
KLM Royal Dutch Airlines Ord. (a)  297,300  8,273,523  48251620
Koninklijke PPT Nederland  1,010,000  32,182,398  72699422
Pirelli Tyre Holdings NV Ord.   822,200  5,708,025  72499092
Schlumberger Ltd.   279,200  16,403,000  80685710
   87,242,933
NEW ZEALAND - 0.4%
Brierley Investments Ltd.   7,147,211  5,374,345  10901410
NORWAY - 1.3%
Helikopter Services AS  206,600  2,590,991  42499192
Norsk Hydro AS  194,600  7,842,333  65653150
Orkla AS Class A Free shares  165,100  4,848,084  39299193
Saga Petroleum AS Class B  188,000  2,142,081  84099794
   17,423,489
SINGAPORE - 0.1%
Kim Engineering Holdings Ltd.   620,000  772,886  49499D92
SOUTH AFRICA - 0.8%
Anglo-American Corp. of South
 Africa (Reg.)  30,700  1,800,050  03486110
Buffelsfontein Gold Mining Co.Ltd. ADR  76,300  877,450  11987120
Driefontein Consolidated Ltd.:
 Ord.   75,500  1,200,497  26202630
 ADR  42,500  666,719  26202640
Free State Consolidated Gold Mines Ltd.:
 ADR  148,382  2,392,660  35614220
 Ord.   25,578  432,125  35614210
Vaal Reefs Exploration and Mining Co. 
 Ltd.: 
  ADR  60,000  607,500  91850640
  (Reg.)   9,400  971,528  91850610
 
 SHARES VALUE (NOTE 1)
 
Western Deep Levels Ltd.:
 ADR  18,300 $ 969,042  95807720
 Ord.   14,700  781,565  95807710
   10,699,136
SPAIN - 1.3%
Argentaria Corporacion Bancaria 
 de Espana SA  214,000  8,278,085  21991392
FECSA (Fuerzas Electricas de Cataluna SA) 
 Class A  750,000  4,257,488  35899E22
Telefonica de Espana SA Ord.   75,000  1,014,970  87938210
Union Electrica Fenosa SA  900,000  4,138,920  90659510
Viscofan Envolturas Celulo SA  40,000  707,385  92899999
   18,396,848
SWEDEN - 1.1%
Avesta Sheffield AB Ord. Free shares (a)  200,000  1,997,750  05399892
Celsius Industrier AB Class B  150,000  3,457,646  15199D22
Electrolux AB  40,000  2,087,161  01019810
Pharmacia AB Class A Free shares  240,000  4,559,902  71713093
SKF AB Ord. (a)  60,000  1,098,064  78437530
Stora Kopparbergs Bergslags AB Class A 
 Free shares  35,000  2,185,651  86210999
  15,386,174
SWITZERLAND - 0.2%
Nestle SA (Reg.)  2,500  2,335,854  64106992
UNITED KINGDOM - 3.6%
BET PLC Ord.   3,967,100  7,139,868  05538H10
British Petroleum PLC Ord.   2,502,365  17,809,957  11088910
British Petroleum PLC ADR  98,702  8,389,670  11088940
Forte PLC  1,785,000  6,702,604  34999592
Tomkins PLC Ord.   300,000  1,032,690  89003010
WPP Group PLC  735,700  1,324,091  92930910
WPP Group PLC (e)  3,660,000  6,587,158  92930997
   48,986,038
UNITED STATES OF AMERCIA - 3.2%
Aluminum Co. of America  111,300  9,488,325  02224910
Amerada Hess Corp.   59,300  2,950,175  02355110
American Express Co.   233,000  7,164,750  02581610
Ameritech Corp.   73,000  2,947,375  03095410
Great Lakes Chemical Corp.   78,500  4,611,875  39056810
Imo Industries, Inc. (a)  19,200  182,400  45254010
International Business Machines Corp.   59,000  4,395,500  45920010
Lockheed Corp.   40,000  2,880,000  53982110
Martin Marietta Corp.   80,000  3,670,000  57290010
RJR Nabisco Holdings Corp. (a)  595,000  4,090,625  74960K10
Reynolds Metals Co.   25,700  1,423,138  76176310
   43,804,163
TOTAL COMMON STOCKS
 (Cost $677,867,004)   735,993,309
PREFERRED STOCKS - 0.4%
CONVERTIBLE PREFERRED STOCKS - 0.4%
UNITED STATES OF AMERICA - 0.4%
Occidental Petroleum Corp. Indexed
 $3.00 Class A  56,100  2,819,025  67459979
Reynolds Metals Co. $3.31  50,600  2,656,500  76176350
    5,475,525
PREFERRED  STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
NONCONVERTIBLE PREFERRED STOCKS - 0.0%
ITALY - 0.0%
Fiat Spa Ord.   1,000 $ 2,294  31599C95
TOTAL PREFERRED STOCKS
 (Cost $5,305,306)   5,477,819
CORPORATE BONDS - 7.1%
 MOODY'S RATINGS PRINCIPAL 
 (UNAUDITED) AMOUNT (B) 
CONVERTIBLE BONDS - 6.1%
ITALY - 0.8%
Softe SA euro 4 1/4%, 
 7/30/98 (c)  - ITL 15,865,000  11,357,960  84499DAA
JAPAN - 4.0%
Canon, Inc. 1.30%, 
 12/19/08 (c)  A JPY 2,209,000  27,126,741  1378019A
Matsushita Electric Works Co. 
 Ltd. 2.70%, 5/31/02 (c) - JPY 1,479,000  17,246,471  5768819A
Mazda Motor Corp. 6 1/2%, 
 3/31/99 (c) Baa3 JPY 215,000  2,606,940  5787859A
Nitto Denko Corp. 
 3.90%, 3/30/01 (c) - JPY 414,000  5,639,342  6548029A
Shin-Etsu Chemical Co. Ltd. 
 1.30%, 3/31/99  (c) A2 JPY 181,000  2,095,690  824992AA
   54,715,184
NETHERLANDS - 1.3%
Hoogovens en Staalfabrieken 
 NV 4 1/2%, 4/11/01 (c)  - NLG 27,130  17,426,112  4388849A
TOTAL CONVERTIBLE BONDS   83,499,256
NONCONVERTIBLE BONDS - 1.0%
MEXICO - 1.0%
Bancomext:
 euro:
  8%, 4/14/00 Ba2  1,000,000  913,750  0596129A
  7 1/4% 2/2/04  Ba2  1,500,000  1,250,625  0596129D
 8%, 8/5/03 (e) Ba2  1,500,000  1,278,750  059612AD
El Puerto de Liverpool SA de CV 
 7 1/4%, 10/19/96 (e) -  1,000,000  968,750  28383QAA
Empaques Ponderosa SA 
 euro 8 3/4%, 12/6/96 -  1,530,000  1,487,925  2915789B
Empresas La Moderna SA 
 10 1/4%, 11/12/97 (e) -  1,000,000  1,005,000  292449AA
Grupo Industrial Durango 
 12%, 7/15/01 B1  750,000  742,500  40048EAA
MC-Cuernavaca Trust 9 1/4%, 
 7/25/01 (e) A  1,500,000  1,451,250  579010AA
Nacional Financiera SNC euro 
 10 5/8%, 11/22/01 Ba2  1,800,000  1,836,000  6295989S
Tolmex SA 8 3/8%, 
 11/1/03 Ba2  3,000,000  2,603,790  889557AA
TOTAL NONCONVERTIBLE BONDS   13,538,340
TOTAL CORPORATE BONDS
 (Cost $95,197,071)   97,037,596
GOVERNMENT OBLIGATIONS (G) - 27.7%
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) AMOUNT (B) (NOTE 1)
ARGENTINA - 7.4%
Province of Chaco 11 7/8%, 
 9/10/97 (d) - $ 300,000 $ 303,000  74399JAA
Argentina Republic (f):
 BOCON 5.0625%, 4/1/01 B1  2,653,920  1,890,539  039995AF
 BOTE: 
  1.85%, 5/31/96 -  3,925,000  1,542,023  0401149D
  3.2375%, 9/1/97 -  22,550,000  15,107,418  0401149V
 euro 6 1/2%, 3/31/05 BB-  83,550,000  60,260,438  039995AU
 Brady euro 4 1/4%,
  3/31/23 B1  48,000,000  22,260,000  039995AD
   101,363,418
CANADA - 4.6%
Canadian Government (c): 
 7 1/2%, 12/1/03 Aaa CAD 19,000  12,691,890  135087UZ
  9%, 12/1/04 Aaa CAD 69,245  50,771,653  135087VG
   63,463,543
CZECH REPUBLIC - 0.1%
Czech Republic 14%, 
 7/8/96 (c) - CSK 30,000  1,157,289  23299BAB
FRANCE - 4.3%
French Government (c): 
 BTAN 7%, 11/12/99 Aaa FRF 45,000  8,463,132  351996CC
 8 1/2%, 12/26/12 Aaa FRF 199,000  38,261,053  3517779J
 Strips 4/25/23 Aaa FRF 757,500  12,265,440  351996BL
   58,989,625
GERMANY - 3.3%
Federal Republic of Germany 
 9%, 10/20/00 (c) Aaa DEM 63,600  45,292,931  093992BJ
ITALY - 1.0%
Italian Government (c):
 8 1/2%, 4/1/99  A1 ITL 19,600,000  11,428,341  46599BBL
 10%, 8/1/03  A1 ITL 4,700,000  2,776,760  46599BAW
   14,205,101
MEXICO - 0.4%
Mexico Value Recovery 
 (rights) (a) -  6,699,000  67  59304893
Mexican Government Brady 
 6.63%, 12/31/19 Ba2 FRF 54,750,000  6,170,216  597998VQ
   6,170,283
NEW ZEALAND - 1.6%
New Zealand Government 
 8%, 4/15/04 Aaa NZD 37,100,000  21,388,488  6501629K
UNITED KINGDOM - 2.0%
United Kingdom Treasury 
 10%, 2/26/01 Aaa GBP 15,900,000  27,372,432  9107689G
UNITED STATES OF AMERICA - 3.0%
U.S. Treasury Notes:
 9 1/4%, 1/15/96 (h) Aaa  2,000,000  2,064,680  912827XB
 6 1/4%, 2/15/03 Aaa  42,500,000  38,655,025  912827J7
   40,719,705
TOTAL GOVERNMENT OBLIGATIONS
 (Cost $399,080,066)   380,122,815
INDEXED SECURITIES - 0.2%
  PRINCIPAL VALUE
  AMOUNT (B) (NOTE 1)
UNITED STATES OF AMERICA - 0.2%
Merrill Lynch & Co. Inc. Japan Index 
 equity participation securities 
 0%, 1/31/00 (Cost $2,730,000) $ 2,730,000 $ 2,470,650  590188FE
REPURCHASE AGREEMENTS - 11.0%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
 (U.S. Treasury obligations), in a 
 joint trading account at 4.78% 
 dated 10/31/94 due 11/1/94 $ 150,708,008  150,688,000  99799N9L
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $1,330,867,447)  $ 1,371,790,189
FUTURES CONTRACTS 
  EXPIRATION UNDERLYING FACE UNREALIZED
  DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
274 Nikkei Stock Average
 Contracts   Dec., 94 $ 27,365,750 $ (18,790)
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 2.0%
FORWARD FOREIGN CURRENCY CONTRACTS
  SETTLEMENT  UNREALIZED
  DATES VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 47,682,800 FRF 11/2/94
    to 11/16/94 $ 9,264,414 $ 118,946
 15,081,500 CHF 11/2/94  12,002,785  34,291
TOTAL CONTRACTS TO BUY
(Payable amount $21,113,962)  $ 21,267,199  153,237
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES --1.6%
CONTRACTS TO SELL
  12,192,497 GBP 11/28/94 $ 19,940,182  (944,338)
  17,065,234 CAD 1/30/95  12,612,992  65,488
  117,514,599 DEM 11/14/94
    to 1/18/95  78,182,080  (1,948,564)
  12,514,291,386 ITL 1/17/95  8,090,936  (163,725)
  27,490,415,417 JPY 11/30/94
    to 12/8/94  284,460,747  (7,469,816)
  425,363,950 FRF 11/2/94
    to 2/2/95  82,613,375  (2,802,142)
  30,163,000 CHF 11/2/94
    to 2/2/95  24,019,916  (787,273)
  42,525,794 NLG 12/13/94  25,242,304  (742,633)
TOTAL CONTRACTS TO SELL
(Receivable amount $520,369,529) $ 535,162,532  (14,793,003)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 39.0%
      $ (14,639,766)
CURRENCY ABBREVIATIONS
GBP - British pound
CAD - Canadian dollar
CSK - Czech koruna
NLG - Dutch guilder
FRF - French franc
DEM - German deutsche mark
ITL - Italian lira
JPY - Japanese yen
NZD - New Zealand dollar
CHF - Swiss franc
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(c) Principal amount in thousands.
(d) Restricted securities - Investment in securities not registered under
the Securities Act of 1933. 
Additional information on each holding is as follows:
  ACQUISITION ACQUISITION
 SECURITY DATE COST
Province of Chaco 11 7/8%,
9/10/97   3/9/94 $ 308,208
(e) Security exempt from registration under Rule 144A of the Securities Act
 
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $17,911,385 or 1.3% of net
assets.
(f) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. 
(g) Most foreign government obligations have not been individually rated by
S&P or Moody's.  The ratings listed are assigned to securities by FMR, the
fund's investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.
(h) Security pledged to cover margin requirements for futures contracts, At
the period end, the value of securities pledged amounted to $2,064,680.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
 MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 21.9% AAA, AA, A 21.9%
Baa 0.2% BBB 0.0%
Ba 1.0% BB 5.2%
B 1.8% B 0.0%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
  D 0.0%
For some foreign government obligations, FMR has assigned the ratings of
the sovereign credit of the issuing government.The percentage not rated by
either S&P or Moody's amounted to 5.5% including long-term debt categorized
as other securities. FMR has determined that unrated debt securities that
are lower quality account for 5.1% of the total value of investment in
securities.
At the end of the period, restricted securities (excluding 144A issues)
amounted to $303,000 or .02% of net assets (see Note 2 of Notes to
Financial Statements).
Purchases and sales of securities, other than short-term securities,
aggregated $2,199,682,957 and $1,876,898,733, respectively.
The market value of futures contracts opened and closed during the period
amounted to $454,351,685  and $436,557,460, respectively (see Note 2 of
Notes to Financial Statements).
OTHER INFORMATION - CONTINUED
The following is a summary of the fund's written options activity:
  NUMBER OF AGGREGATE
 CONTRACTS OF CONTRACTS FACE VALUE
Call options on JPY  
Outstanding at November 1, 1993  -  -
Contracts opened  3 $ 71,432,942
Contracts closed  (3)  (71,432,942)
Outstanding at October 31, 1994  - $ -
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 $60,703 for the period (see Note 5 of Notes to Financial
Statements).
The fund participated in the bank borrowing program.  The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $14,177,000. The weighted average interest rate was
3 7/8% (see Note 7 of Notes to Financial Statements).
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $1,332,350,093. Net unrealized appreciation aggregated
$39,440,096, of which $81,326,141 related to appreciated investment
securities and $41,886,045 related to depreciated investment securities. 
The fund hereby designates $17,199,532 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$31,936,387, or $0.41 per share. Taxes paid to foreign countries were
$1,721,529 or $0.02 per share.
INDUSTRY DIVERSIFICATION 
As a Percentage of Total Value of Investments (Unaudited)
Aerospace & Defense   0.7%
Basic Industries   10.1
Conglomerates   0.2
Construction & Real Estate   0.7
Durables    8.0
Energy    5.5
Finance   5.4
Government Obligations    27.7
Health   1.8
Holding Companies   0.6
Industrial Machinery & Equipment   5.4
Media & Leisure   1.1
Nondurables   2.2
Precious Metals   0.8
Retail & Wholesale   1.6
Services   1.5
Repurchase Agreements   11.0
Technology   7.2
Transportation   1.4
Utilities   7.1
    100.0%
INTERNATIONAL GROWTH & INCOME
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                               <C>            <C>               
 OCTOBER 31, 1994                                                                                 
 
ASSETS                                                                                            
 
Investment in securities, at value (including repurchase agreements of $150,688,000) (cost $1,330,867,447)       1,371,790,189   
- - See accompanying schedule                                                                                      
 
Cash                                                                                                             794              
 
Receivable for investments sold                                                                                  27,834,784       
 
Unrealized appreciation on foreign currency contracts                                                            309,057          
 
Receivable for fund shares sold                                                                                  3,079,409        
 
Dividends receivable                                                                                             2,114,462        
 
Interest receivable                                                                                              9,837,312        
 
Receivable for daily variation on futures contracts                                                              27,400           
 
 TOTAL ASSETS                                                                                                    1,414,993,407    
 
LIABILITIES                                                                                                      
 
Payable for investments purchased                                                                  $ 21,639,917                     
 
Unrealized depreciation on foreign currency contracts                                             14,948,823                      
 
Payable for fund shares redeemed                                                                  8,508,909                       
 
Accrued management fee                                                                            882,943                         
 
Other payables and accrued expenses                                                               1,074,396                       
 
 TOTAL LIABILITIES                                                                                               47,054,988       
 
NET ASSETS                                                                                                       1,367,938,419   
 
Net Assets consist of:                                                                                           
 
Paid in capital                                                                                                  1,286,697,069   
 
Undistributed net investment income                                                                              11,175,791       
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions              43,504,320       
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies       26,561,239       
 
NET ASSETS, for 78,008,572 shares outstanding                                                                    1,367,938,419   
 
NET ASSET VALUE, offering price and redemption price per share ($1,367,938,419 (divided by) 78,008,572 shares)   $17.54           
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>            <C>            
 YEAR ENDED OCTOBER 31, 1994                                                                     
 
INVESTMENT INCOME                                                                 $ 13,191,097   
Dividends                                                                                        
 
Interest                                                                           33,226,711    
 
                                                                                   46,417,808    
 
Less foreign taxes withheld                                                        (1,721,529    
                                                                                  )              
 
 TOTAL INCOME                                                                      44,696,279    
 
EXPENSES                                                                                         
 
Management fee                                                     $ 10,246,289                  
 
Transfer agent fees                                                 4,042,671                    
 
Accounting fees and expenses                                        555,323                      
 
Non-interested trustees' compensation                               7,516                        
 
Custodian fees and expenses                                         899,151                      
 
Registration fees                                                   197,917                      
 
Audit                                                               43,300                       
 
Legal                                                               8,790                        
 
Interest                                                            1,526                        
 
Miscellaneous                                                       12,416                       
 
 Total expenses before reductions                                   16,014,899                   
 
 Expense reductions                                                 (10,070        16,004,829    
                                                                   )                             
 
NET INVESTMENT INCOME                                                              28,691,450    
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                              
Net realized gain (loss) on:                                                                     
 
 Investment securities                                              63,142,227                   
 
 Foreign currency transactions                                      (42,211,115                  
                                                                   )                             
 
 Futures contracts                                                  9,590,315                    
 
 Written options                                                    (764,826       29,756,601    
                                                                   )                             
 
Change in net unrealized appreciation (depreciation) on:                                         
 
 Investment securities                                              (29,816,160                  
                                                                   )                             
 
 Futures contracts                                                  (18,790                      
                                                                   )                             
 
 Assets and liabilities in foreign currencies                       (15,769,402    (45,604,352   
                                                                   )              )              
 
NET GAIN (LOSS)                                                                    (15,847,751   
                                                                                  )              
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                   $ 12,843,699   
 
OTHER INFORMATION                                                                  $6,314        
Deferred sales charge withheld                                                                   
 by FDC                                                                                          
 
 Accounting fees paid to FSC                                                       $548,580      
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS   YEAR ENDED    YEAR ENDED    
                                    OCTOBER 31,   OCTOBER 31,   
                                    1994          1993          
 
 
<TABLE>
<CAPTION>
<S>                                                                                             <C>               <C>               
Operations                                                                                      $ 28,691,450      $ 2,629,481       
Net investment income                                                                                                               
 
 Net realized gain (loss)                                                                        29,756,601        1,087,001        
 
 Change in net unrealized appreciation (depreciation)                                            (45,604,352)      73,793,319       
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                 12,843,699        77,509,801       
 
Distributions to shareholders:                                                                   (1,769,894)       (1,389,982)      
From net investment income                                                                                                          
 
 From net realized gain                                                                          (2,997,808)       (29,697)         
 
 In excess of net realized gain                                                                  (1,647,620)       -                
 
 TOTAL  DISTRIBUTIONS                                                                            (6,415,322)       (1,419,679)      
 
Share transactions                                                                               1,287,341,882     1,037,700,151    
Net proceeds from sales of shares                                                                                                   
 
 Reinvestment of distributions                                                                   6,281,612         1,310,736        
 
 Cost of shares redeemed                                                                         (934,960,509)     (172,260,456)    
 
 Net increase (decrease) in net assets resulting from share transactions                         358,662,985       866,750,431      
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                        365,091,362       942,840,553      
 
NET ASSETS                                                                                                                          
 
 Beginning of period                                                                             1,002,847,057     60,006,504       
 
 End of period (including undistributed net investment income of $11,175,791 and $3,611,891,    $ 1,367,938,419   $ 1,002,847,057   
respectively)                                                                                                                       
 
OTHER INFORMATION                                                                                                                   
Shares                                                                                                                              
 
 Sold                                                                                            72,892,665        64,336,913       
 
 Issued in reinvestment of distributions                                                         363,939           99,073           
 
 Redeemed                                                                                        (53,381,201)      (10,819,492)     
 
 Net increase (decrease)                                                                         19,875,403        53,616,494       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>   <C>   
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.               
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                       <C>                       <C>    <C>    <C>    <C>    
                          YEARS ENDED OCTOBER 31,                               
 
SELECTED PER-SHARE DATA   1994                      1993   1992   1991   1990   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                      <C>           <C>           <C>        <C>        <C>        
Net asset value, beginning of period     $ 17.25       $ 13.29       $ 13.99    $ 13.71    $ 12.87    
 
Income from Investment Operations                                               
 
 Net investment income                   .38 C         .14 C         .31        .30 E      .25       
 
 Net realized and unrealized gain (loss) .02 F         4.14          (.84)      .41        .75       
 
 Total from investment operations         .40           4.28          (.53)      .71        1.00      
 
Less Distributions                       (.03)         (.31)         (.16)      (.38)      (.16)     
From net investment income                                                     
 
 From net realized gain                  (.05)         (.01)         (.01)      (.05)      -         
                                                  D             D          D                     
 
 In excess of net realized gain           (.03)         -             -          -          -         
 
 Total distributions                     (.11)         (.32)         (.17)      (.43)      (.16)     
 
Net asset value, end of period           $ 17.54       $ 17.25       $ 13.29    $ 13.99    $ 13.71    
 
TOTAL RETURN A, B                        2.33%         32.94%        (3.81)     5.43%      7.79%     
                                                                %                                
 
RATIOS AND SUPPLEMENTAL DATA                                                   
 
Net assets, end of period (000 omitted)  $ 1,367,938   $ 1,002,847   $ 60,007   $ 49,738   $ 35,380   
 
Ratio of expenses to average net assets  1.21%         1.52%         1.62%      1.89%      1.98%     
 
Ratio of net investment income to average
 net assets                              2.16%         .87%          2.78%      2.86%      2.31%     
 
Portfolio turnover rate                  173%          24%           76%        117%       102%      
 
A TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE .                     
B THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIOD SHOWN.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
E INCLUDES $.02 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY WITHHELD ON DIVIDEND AND INTEREST PAYMENTS.            
F THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD 
ENDED DUE TO THE TIMING OF                                                                 
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET VALUES OF THE INVESTMENTS OF THE FUND.  
 
</TABLE>
 
OVERSEAS
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Overseas has a
3% sales charge, which, beginning May 31, 1994, has been waived through
June 30, 1995.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED                      PAST 1   PAST 5   LIFE OF   
OCTOBER 31, 1994                   YEAR     YEARS    FUND      
 
OVERSEAS                           9.13%    50.48%   523.75%   
 
OVERSEAS (INCL. 3% SALES CHARGE)   5.85%    45.97%   505.04%   
 
Morgan Stanley EAFE Index          10.09%   22.45%   435.93%   
 
Average International Fund         10.59%   52.74%   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 December 4, 1984. You can compare the fund's figures to the
performance of the Morgan Stanley EAFE index - a broad measure of the
performance of stocks in Europe, Australia, and the Far East. You can also
compare the fund's performance to the average international fund which
currently reflects the performance of 149 funds with similar objectives
tracked by Lipper Analytical Services. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effects of sales
charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED                      PAST 1   PAST 5   LIFE OF   
OCTOBER 31, 1994                   YEAR     YEARS    FUND      
 
OVERSEAS                           9.13%    8.52%    20.28%    
 
OVERSEAS (INCL. 3% SALES CHARGE)   5.85%    7.86%    19.91%    
 
Morgan Stanley EAFE Index          10.09%   4.13%    18.45%    
 
Average International Fund         10.59%   8.61%    n/a       
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
             Overseas (094)    Europe, Asia, and t
    12/04/84           9700.00           10000.00
    12/31/84           9981.30           10193.53
    01/31/85          10689.40           10422.65
    02/28/85          10640.90           10361.03
    03/31/85          11067.70           11164.76
    04/30/85          11504.20           11126.55
    05/31/85          12464.50           11599.34
    06/30/85          12697.30           11897.35
    07/31/85          13473.30           12511.82
    08/31/85          14055.30           12913.71
    09/30/85          14559.70           13669.40
    10/31/85          15442.40           14599.44
    11/30/85          16548.20           15198.76
    12/31/85          17833.85           15918.65
    01/31/86          18371.30           16317.71
    02/28/86          21078.14           18125.28
    03/31/86          24703.54           20674.06
    04/30/86          25465.75           22027.83
    05/31/86          24654.68           21048.78
    06/30/86          26579.76           22481.82
    07/31/86          29579.75           23869.90
    08/31/86          31543.92           26221.76
    09/30/86          30078.12           25952.02
    10/31/86          26296.37           24218.32
    11/30/86          28758.91           25614.83
    12/31/86          30183.41           26972.00
    01/31/87          34828.46           29838.08
    02/28/87          35945.95           30731.05
    03/31/87          40010.55           33249.27
    04/30/87          43001.48           36767.40
    05/31/87          42837.14           36767.26
    06/30/87          39824.30           35595.88
    07/31/87          40415.91           35533.69
    08/31/87          43779.34           38198.08
    09/30/87          43242.50           37596.71
    10/31/87          33853.39           32164.65
    11/30/87          33579.50           32647.11
    12/31/87          35727.39           33616.52
    01/31/88          34338.32           34216.71
    02/29/88          35428.67           36497.48
    03/31/88          37579.48           38741.56
    04/30/88          38565.27           39304.55
    05/31/88          37788.59           38044.60
    06/30/88          36713.18           37041.81
    07/31/88          36235.22           38203.95
    08/31/88          35144.88           35719.99
    09/30/88          36459.26           37280.76
    10/31/88          37788.59           40470.59
    11/30/88          38774.38           42881.27
    12/31/88          38677.38           43120.36
    01/31/89          39151.29           43879.03
    02/28/89          40175.55           44104.58
    03/31/89          39823.94           43238.97
    04/30/89          40680.04           43639.99
    05/31/89          38723.24           41265.84
    06/30/89          37591.96           40571.18
    07/31/89          41322.11           45665.83
    08/31/89          40359.00           43612.06
    09/30/89          42514.54           45598.67
    10/31/89          40206.13           43766.63
    11/30/89          42483.96           45966.76
    12/31/89          45226.82           47662.81
    01/31/90          44200.40           45889.35
    02/28/90          43286.24           42686.52
    03/31/90          44713.61           38239.61
    04/30/90          44601.34           37936.14
    05/31/90          47632.50           42264.70
    06/30/90          48482.51           41892.44
    07/31/90          50872.16           42482.52
    08/31/90          45242.86           38357.11
    09/30/90          40223.00           33011.49
    10/31/90          44056.06           38155.31
    11/30/90          42596.61           35904.60
    12/31/90          42240.75           36486.24
    01/31/91          43177.92           37666.39
    02/28/91          44745.54           41704.18
    03/31/91          43280.15           39200.58
    04/30/91          43893.57           39585.54
    05/31/91          43978.77           39998.59
    06/30/91          41218.38           37059.46
    07/31/91          43467.59           38880.26
    08/31/91          43791.34           38090.68
    09/30/91          45716.79           40237.43
    10/31/91          45870.15           40807.83
    11/30/91          44217.32           38902.74
    12/31/91          45879.11           40911.80
    01/31/92          46405.83           40037.93
    02/29/92          45443.20           38604.89
    03/31/92          44498.74           36056.33
    04/30/92          47204.99           36227.73
    05/31/92          49239.22           38652.66
    06/30/92          48076.80           36819.27
    07/31/92          45025.46           35876.95
    08/31/92          44644.04           38127.18
    09/30/92          42791.44           37374.28
    10/31/92          39885.40           35413.83
    11/30/92          39685.61           35747.08
    12/31/92          40623.32           35931.97
    01/31/93          41807.32           35927.55
    02/28/93          42664.70           37012.81
    03/31/93          45563.45           40239.06
    04/30/93          48727.57           44057.85
    05/31/93          49850.33           44988.34
    06/30/93          48666.33           44286.43
    07/31/93          50891.43           45836.67
    08/31/93          53769.76           48311.07
    09/30/93          53300.25           47223.62
    10/31/93          55443.69           48678.94
    11/30/93          52912.39           44423.89
    12/31/93          56894.62           47631.62
    01/31/94          60939.26           51658.65
    02/28/94          59798.47           51515.57
    03/31/94          58076.90           49296.72
    04/30/94          60026.62           51388.34
    05/31/94          59259.18           51093.30
    06/30/94          58470.99           51815.35
    07/31/94          60109.59           52313.66
    08/31/94          60980.75           53552.19
    09/30/94          59300.66           51865.54
    10/31/94          60503.68           53592.66
Let's say you invested $10,000 in Fidelity Overseas Fund on its start date
and paid the 3% sales charge. By October 31, 1994, it would have grown to
$60,504 - a 505.04% increase on your initial investment. That compares to
$10,000 invested in the Morgan Stanley EAFE index, which would have grown
to $53,593 over the same period - a 435.93% increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
OVERSEAS
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with John Hickling, 
Portfolio Manager of Fidelity Overseas Fund
Q. JOHN, HOW DID THE FUND DO?
A. About average. For the year ended October 31, 1994, the fund had a total
return of 9.13%. In contrast, the EAFE index - a broad measure of stocks in
Europe, Australia and the Far East - returned 10.09%. Over the same period,
the average international fund had a return of 10.59%, according to Lipper
Analytical Services.
Q. WHY DID THE EAFE INDEX OUTPERFORM THE FUND OVER THE PAST YEAR?
A. There were two main reasons. The first was a matter of timing in the
Southeast Asian markets. I reduced the fund's holdings there late in 1993
and increased its weighting in Japan. At that point, the Southeast Asian
markets appeared to me to be overvalued and speculative. But, in fact, they
significantly outperformed Japan until the end of 1993. However, in 1994,
nearly all Southeast Asian markets experienced a notable correction and
Japan's performance improved. So essentially, I got out of Southeast Asia
too early in 1993, but was well positioned for Japanese growth in 1994.
Q. WHAT WAS THE OTHER MAIN REASON?
A. The strong Japanese yen versus the weak U.S. dollar. During 1994, the
EAFE index was weighted about 50% in Japan. The fund also held many
Japanese securities, but was underweighted in Japan compared to the index
due to stock selection. For example, I focused on auto and electronics
companies, but stayed away from stocks like large Japanese city banks,
which I didn't think were attractive. These banks underperformed as I
expected. However, because Japanese securities are denominated in yen, and
the yen was very strong against the dollar, these stocks actually ended up
boosting the performance of the index in dollar terms.
Q. AS YOU NOTED, THE JAPANESE MARKET PICKED UP EARLY IN 1994. HOW DID
JAPAN'S ECONOMY LOOK OVERALL AND WHAT STOCKS DID YOU LIKE?
A. Over this calendar year, the economy has been slowly recovering. My goal
during this period was to look for stocks whose earnings were recovering
faster than the economy. One good example was automotive stocks, such as
Toyota and Honda. These cyclical stocks - those that tend to perform well
when an economy picks up and poorly when an economy falls - benefited from
Japan's economic upturn. In addition, they took a number of cost-cutting
measures that helped them reduce production costs. Another company that
rode on the success of the auto industry was Tokio Marine and Fire
Insurance Company, a large insurance company that has half of its business
in auto insurance. This stock was still inexpensive at the end of the
period, despite an increase in car premium rates and in the number of new
cars on the road. I should also note that Japanese electrical companies,
such as Hitachi and Toshiba, also looked good for much of the period
because they were inexpensive and were benefiting from improving global and
Japanese trends in the electronics industry.
Q. STAYING WITH THAT PART OF THE WORLD, HOW HAVE THE SOUTHEAST ASIAN
MARKETS LOOKED SINCE THEY PLUMMETED EARLY IN 1994?
A. For the first six months of 1994, they fell badly, and I avoided the
region, especially Hong Kong, which dropped dramatically. But around
September of this year, some Southeast Asian markets started picking up
noticeably. My approach in this environment was to look for value on a
stock-by-stock basis. One standout was Matahari department store, which is
known as the Wal-Mart of Indonesia. Matahari is benefiting from an emerging
middle class that is demanding more consumer goods. Siam City Bank in
Thailand also looked good because its stock was cheap, and it performed
well over the past six months. It's also important to note that stock
prices of many Southeast Asian companies have fallen significantly, and, at
the end of the period, many companies there started looking like good buys.
Q. LET'S SWITCH TO EUROPE. HOW DID THE MARKETS THERE LOOK?
A. European markets went down hill during the period largely because
European bond prices tumbled along with U.S. bonds and European stocks
followed suit. I should note that many analysts were puzzled by the drop in
European markets. That's because many of these countries are about a year
behind the United States in the economic cycle and there is virtually no
threat of inflation - a big enemy of bondholders since it eats away at a
bond's fixed interest payments. Despite falling stock and bond prices,
corporate earnings in Europe have generally come through and been positive.
A lot of companies have been cutting costs and increasing productivity, and
a number of industries started to recover in terms of demand and pricing.
Q. YOU WERE BIG ON EUROPEAN CYCLICAL STOCKS SIX MONTHS AGO. HOW DID THEY DO
IN THIS ENVIRONMENT?
A. Like the U.S. economy, the European economy was growing despite the weak
stock market. And cyclicals, such as chemical and automobile companies,
benefited from the increasing demand for their products. However, early
this fall, I thought they had begun to more fully reflect their earnings
recovery. Around this time, I started to shift more of the fund into banks
and financial stocks, which had been battered by the market and were very
cheap. Many investors think that cyclical stocks will continue to perform
well, but I think they're expensive and most of the money has already been
made in them.
Q. WHICH EUROPEAN FINANCIALS APPEALED TO YOU?
A. I liked Deutsche Bank, Germany's pre-eminent bank. It had a tough year,
but looks good going forward. Its stock price was low, and it took
cost-cutting steps that I think may improve its performance. In addition,
if anyone is going to benefit from the longer-term monetary trends in
Eastern Europe, such as the growth in loans and investment, brokerage and
underwriting services, I believe that it will be Deutsche Bank.
Q. JOHN, LET'S TALK ABOUT DERIVATIVES. HOW DOES YOUR FUND 
USE THEM?
A. As I've noted in previous reports, the fund has the authority to use
derivatives to manage its investments more efficiently. I currently have an
investment of 7.7% of the fund in forward foreign currency contracts to
hedge the fund against currency volatility in both Japan and Europe. I
should point out that this is one of the fund's first times hedging the
highly volatile yen. Since the yen has appreciated against the dollar, my
currency contracts have had a somewhat negative impact on the fund.
Q. HOW DO YOU THINK THESE MARKETS LOOK GOING FORWARD?
A. In terms of Japan, I think it looks great for 1995 since I expect the
economy to continue improving. I'm also fairly optimistic about European
markets because I expect - barring any major interest rate increase in the
United States - that the stock and bond markets will begin recovering in
1995. However, as far as Southeast Asia goes, I remain cautious. That's
because all the market optimists have jumped back on the bandwagon, and I
think there's reason to be concerned that stock prices could become overly
inflated. I fear this could lead to another correction in the region like
we saw early in 1994. I should note, however, that we might see another
correction as a buying opportunity to rebuild some of the fund's Southeast
Asian holdings at inexpensive prices.
 
FUND FACTS
GOAL: to increase the value of the fund's 
shares by investing mainly in stocks in 
Europe, the Far East, and the Pacific Basin
START DATE: December 4, 1984
SIZE: As of October 31, 1994, more than 
$2.2 billion
MANAGER: John Hickling, since January 1993; 
manager Advisor Overseas, since February 1993; 
VIP: Overseas, since January 1993; previously 
managed the Fidelity Japan, Fidelity Europe, 
International Growth and Income, International 
Opportunities (now Emerging Markets), and 
Pacific Basin funds; joined Fidelity in 1982
(checkmark)
JOHN HICKLING ON SOME INTERESTING NEW STOCKS:
"I tend to choose the fund's investments on a 
stock-by-stock basis. This summer I had the 
opportunity to discover a number of interesting stocks 
in Europe during an extended visit to Fidelity's London 
office. Although I am frequently overseas for company 
visits, this extended trip gave me the opportunity to 
spend more time with our London-based analysts as 
well as with a number of smaller companies, which the 
fund ended up investing in. While these companies 
didn't make up large positions in the fund, they have 
turned out to be very profitable investments.
"Some of the standout companies I found were Arjo 
Wiggins, a U.K. paper distributor and manufacturer; 
Duerr, a German machinery company; and Rhone 
Poulenc, a chemical company that I feel is just 
beginning to turn in its strongest performance. Food 
retailers based in the United Kingdom, such as Tesco 
and Sainsbury, were also good values because they 
were just plain unfairly oversold and cheap." 
(solid bullet)  Italy, which was a strong performer six months ago, 
turned in a fairly weak performance over the period. 
This was the result of a combination of falling stock 
and bond prices and political problems at home. 
Specifically, many Italians were nervous about the 
sustainability and longevity of the government leaders 
they had thought would improve the business 
environment in their country.
(solid bullet)  Over the period, the fund invested in several 
European oil companies, including the French 
company Total.
(solid bullet)  While the stock of Japanese investment house 
Nomura experienced a correction over the past few 
months, the company may remain well positioned to 
benefit from expected growth in Japan. That's why 
Nomura is one of the fund's top 10 stocks.
(solid bullet)  At the end of the period ended October 31, 1994, 
the fund had 12.3% in cash and short-term 
investments. This compares to 9.5% one year ago.
DISTRIBUTIONS
The Board of Trustees of Fidelity Overseas Fund 
voted to pay on December 12, 1994 to shareholders of 
record at the opening of business on December 9, 
1994, a distribution of $.47 derived from capital gains 
realized from sales of portfolio securities.
OVERSEAS
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
United States 12.3%
Row: 1, Col: 1, Value: 12.3
Row: 1, Col: 2, Value: 10.0
Row: 1, Col: 3, Value: 6.9
Row: 1, Col: 4, Value: 3.7
Row: 1, Col: 5, Value: 21.1
Row: 1, Col: 6, Value: 4.9
Row: 1, Col: 7, Value: 23.2
Row: 1, Col: 8, Value: 3.5
Row: 1, Col: 9, Value: 7.1
Row: 1, Col: 10, Value: 7.3
France 7.3%
Germany 7.0%
Italy 3.5%
United 
Kingdom 10.0%
Switzerland 6.9%
Japan 23.2%
Spain 3.7%
Other 21.2% 
Netherlands 4.9%
AS OF APRIL 30, 1994 
Australia 2.0%
United States 16.4%
Row: 1, Col: 1, Value: 16.4
Row: 1, Col: 2, Value: 8.800000000000001
Row: 1, Col: 3, Value: 5.7
Row: 1, Col: 4, Value: 3.7
Row: 1, Col: 5, Value: 4.7
Row: 1, Col: 6, Value: 13.5
Row: 1, Col: 7, Value: 5.1
Row: 1, Col: 8, Value: 20.5
Row: 1, Col: 9, Value: 5.4
Row: 1, Col: 10, Value: 7.3
Row: 1, Col: 11, Value: 6.9
Row: 1, Col: 12, Value: 2.0
France 6.9%
Germany 7.3%
United 
Kingdom 8.8%
Italy 5.4%
Switzerland 5.7%
Japan 20.5%
Sweden 3.7%
Spain 4.7%
Other 13.5%
Netherlands 5.1%
ASSET ALLOCATION
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Stocks and closed-end                                  
investment companies     86.1           81.6           
 
Bonds                    1.6            2.0            
 
Short-term investments   12.3           16.4           
 
TOP TEN STOCKS 
                                           % OF FUND'S    % OF FUND'S    
                                           INVESTMENTS    INVESTMENTS    
                                                          6 MONTHS AGO   
 
Deutsche Bank AG                                                         
(Germany, Banks)                           1.3            0.8            
 
Hitachi Ltd.                                                             
(Japan, Electronics)                       1.0            1.2            
 
Hoechst AG Ord.                                                          
(Germany, Chemicals & Plastics)            1.0            1.1            
 
Nomura Securities Co. Ltd                                                
(Japan, Securities Industry)               1.0            0.8            
 
Stet (Societa Finanziaria                                                
Telefonica) Spa                                                          
(Italy, Telephone Services)                0.9            1.8            
 
Holderbank Financiere Glarus AG (Bearer)                                 
(Switzerland, Building Materials)                                        
                                           0.9            1.0            
 
Toshiba Corp.                                                            
(Japan, Electronics)                       0.9            1.0            
 
Total SA Class B                                                         
(France, Oil & Gas)                        0.9            0.5            
 
Tokio Marine &                                                           
Fire Insurance Co. Ltd. (The)                                            
(Japan, Insurance)                         0.9            0.4            
 
Telefonica de Espana SA Ord.                                             
(Spain, Telephone Services)                0.9            1.0            
 
TOP TEN INDUSTRIES 
                                   % OF FUND'S    % OF FUND'S    
                                   INVESTMENTS    INVESTMENTS    
                                                  6 MONTHS AGO   
 
Finance                            20.7           17.5           
 
Durables                           10.6           12.6           
 
Basic Industries                   10.5           11.4           
 
Utilities                          7.1            7.8            
 
Technology                         6.1            7.6            
 
Energy                             4.2            3.6            
 
Industrial Machinery & Equipment   4.0            3.8            
 
Retail & Wholesale                 3.8            2.0            
 
Transportation                     3.5            3.0            
 
Construction & Real Estate         3.4            4.4            
 
 
OVERSEAS
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 82.9%
 SHARES VALUE (NOTE 1)
ARGENTINA - 0.6%
Buenos Aires Embotelladora SA 
 sponsored ADR   72,200 $ 2,770,675  11942420
Perez Companc Class B   500,700  2,704,726  71399723
Telecom Argentina Stet France
 Telecom SA  443,600  2,698,033  90899992
YPF Sociedad Anonima sponsored ADR 
 representing Class D shares  185,800  4,482,425  98424510
   12,655,859
AUSTRALIA - 1.7%
Ampolex Ltd. Ord.   1,631,500  4,944,130  03212792
Brambles Industries Ltd.  404,000  4,044,957  10599010
FAI Insurance Ltd. Ord.   3,866,800  2,211,500  30239330
Lend Lease Corp. Ltd.   190,000  2,342,634  52599292
Pioneer International Ltd.   966,700  2,340,738  72371110
TNT Ltd.   3,141,200  5,622,842  93599292
Westpac Banking Corp.   4,924,181  16,568,183  96121410
   38,074,984
AUSTRIA - 0.8%
Mayr Melnhof Karton AG (a)  60,100  3,257,222  57847192
OEMV AG (a)  128,800  11,751,581  67399592
Steyr-Daimler-Puch AG (a)  83,500  1,550,450  86099322
VA Technologie AG (a) (c)  24,000  2,467,977  96399A23
   19,027,230
BELGIUM - 1.3%
Bekaert SA  3,670  2,843,167  07799A22
Delhaize Freres & Cie Le Lion SA  137,700  5,532,052  24650010
Petrofina SA   22,100  6,812,647  71648510
Petrofina SA (warrants) (a)  1,105  24,091  71648592
Solvay & Cie SA  27,505  13,656,857  83425810
   28,868,814
BERMUDA - 0.2%
Consolidated Electric Power Asia Ltd. 
 sponsored ADR (a)(c)  67,400  1,550,200  20855210
Jardine Strategic Holdings Ltd. Ord.   894,500  3,438,163  47199020
   4,988,363
BRAZIL - 0.6%
Coteminas PN  4,900,000  2,088,772  22199692
Telebras PN (Pfd. Reg.)  217,135,515  10,464,672  95499792
   12,553,444
CANADA - 0.6%
Abitibi Price, Inc. (a)  274,700  3,678,972  00368010
Midland Walwyn, Inc.  277,800  1,642,148  59780110
Noranda, Inc.   460,700  9,020,985  65542210
   14,342,105
CHILE - 0.0%
Vina Concha y Toro SA 
 sponsored ADR (a)  46,100  824,038  92719110
FINLAND - 0.4%
Outokumpu OY Class A (a)  270,100  5,723,703  69099992
Valmet OY Ord. (a)  108,700  2,362,530  92029991
   8,086,233
FRANCE - 7.0%
Accor SA   93,418  11,090,721  00439991
BNP  Ord.   328,020  16,246,440  05599996
Carnaudmetalbox SA  96,900  3,458,764  20999092
 
 SHARES VALUE (NOTE 1)
 
Club Mediterranee SA Ord.   29,300 $ 2,507,850  18947230
Compagnie Bancaire Ord.   32,600  3,179,870  20427310
Credit Lyonnais   40,400  3,650,248  22799392
Elf Aquitaine  254,544  18,819,390  28627199
Eramet SA (a)(c)  11,500  840,183  29499H23
GAN (Groupe des Assur. Natl.)  113,000  6,268,629  36599792
Havas SA  93,000  7,750,452  00822292
Lafarge Coppee SA  198,600  15,756,024  50586310
Pechiney International SA  85,100  2,634,106  71099094
Peugeot SA Ord. (a)  101,300  15,175,809  71682510
Rhone Poulenc SA Class A  605,750  14,959,844  76242695
Societe Generale Class A  78,200  8,828,175  83357799
Total SA Class B  330,500  21,442,523  20434510
Valeo SA  109,000  5,919,654  91899010
Vallourec SA (a)  66,800  3,627,825  92017610
   162,156,507
GERMANY - 6.4%
Allianz Versich Holdings Ord. (Reg.)  3,650  5,599,701  01882495
BASF AG  47,800  10,117,865  05526230
BMW AG  21,272  10,963,125  05528310
Continental Gummi-Werke AG  52,400  7,707,983  21199010
Deutsche Bank AG  61,900  30,502,344  25152592
Duerr Beteiligungs AG (RFD)  13,350  5,726,185  26499292
Gildemeister AG (a)  32,100  3,031,222  37550099
Gildemeister AG (RFD) (rights) (a)  25,680  1,753,253  37550092
Hoechst Krupp, Fried Krupp AG Ord.   101,300  22,183,269  43439010
Kolbenschmidt AG (a)  26,600  3,449,377  50799792
MAN AG Ord.   35,450  9,606,567  56154210
Schmalbach-Lubeca AG   14,350  3,893,466  80899792
Sixt AG Ord.  6,035  1,850,131  83002199
Thyssen AG Ord.   81,700  15,609,250  88629110
Veba  AG Ord.   47,130  15,796,189  92239110
   147,789,927
HONG KONG - 1.3%
Amoy Properties Ltd.   2,785,000  3,460,084  03199192
Dickson Concepts International Ltd.  4,277,000  3,321,091  25399210
HSBC Holdings PLC  566,000  6,702,340  42199192
Hong Kong Land Holdings Ltd.   3,330,000  8,532,925  43858292
Hopewell Holdings Ltd.   3,310,000  3,405,527  44099999
Jardine Matheson Holdings Ltd. Ord.   528,000  4,390,320  47111510
   29,812,287
INDIA - 0.2%
ITC Ltd. GDS (warrants) (a)(c)  19,000  156,750  45031811
Reliance Industries Ltd. GDS   181,700  4,587,925  75947094
   4,744,675
INDONESIA - 0.8%
Astra International PT (For. Reg.)  440,000  972,770  04699894
Bank International Indonesia PT Ord.   1,556,300  5,268,605  06199B92
Jakarta International Hotels & 
 Development Ord.   3,017,400  4,099,862  47399693
Matahari Putra Prima PT (For. Reg.)  805,500  1,706,629  57699C92
Sampoerna, Hanjaya Mandala
 (For. Reg.)  1,455,000  7,036,686  82299893
   19,084,552
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
IRELAND - 0.7%
Bank of Ireland U.S. Holdings, Inc.   894,200 $ 4,155,052  06278793
Fyffes PLC   2,367,000  3,872,767  34999G22
Independent Newspapers PLC  940,650  4,309,325  45399E92
Smurfit (Jefferson) Group PLC   356,100  2,174,970  84699793
Smurfit (Jefferson) Group PLC (rights) (a)  35,610  20,392  84699794
Waterford Wedgwood PLC Unit (a)  2,426,200  2,262,687  94151393
   16,795,193
ITALY - 1.6%
Alitalia Linee Aeree Italiane Class A (a)  3,333,000  2,060,761  01608910
Assicurazioni Generali Spa  391,160  9,775,057  04542910
Editoriale L'Espresso Spa  527,300  1,510,003  28199K22
Istituto Mobiliare Italiano  545,700  3,582,122  45777M92
Istituto Nazionale Delle 
 Assicurazionl Spa (a)  2,134,000  3,090,245  46523492
Montedison Spa Ord.   5,637,300  4,641,189  61237610
SAI Sta Assieuratrice Industriale Spa  355,000  4,617,659  78399110
Telecom Italia Ord.   3,031,600  8,294,730  87999R22
   37,571,766
JAPAN - 23.2%
Ado Electronic Industrial Co. Ltd.   76,000  2,588,102  00699992
Advantest Corp.   143,000  5,017,285  00799010
Aida Engineering Ltd. Ord.   54,000  492,606  00871210
Akita Bank Ltd.  144,000  1,202,167  00999692
Alps Electric Co. Ltd.   271,000  3,663,484  02199292
Amada Metrecs Co. Ltd.   54,000  1,008,617  02299292
Amadasonoike Co. Ltd.  495,000  4,469,583  02499492
Aoyama Trading Co. Ord. Ltd.  136,000  4,182,241  03799092
Autobacs Seven Co. Ltd.   34,700  4,368,609  05299392
Bridgestone Corp.   692,000  11,425,626  10844110
Canon, Inc.   984,000  18,277,692  13780199
Daicel Chemical Industries Ltd.  592,000  3,610,466  23398110
Daiwa House Industry Co. Ltd. 
 (warrants) (a)  75  28,875  23406297
East Japan Railway Co. Ord.   1,100  5,482,689  27399722
Fanuc Ltd.   58,100  2,817,914  30729599
Fujitsu Ltd.   1,274,000  14,593,058  35959010
Futaba Industrial Co. Ltd.  245,000  5,284,040  38299192
Hanshin Department Store Ltd.  72,000  583,252  41199292
Hachijuni Bank Ltd.   93,000  1,170,837  58799292
Higo Bank Ltd. Ord.   133,000  1,125,433  43299192
Hitachi Ltd.   2,213,000  23,065,170  43357810
Honda Motor Co. Ltd.   622,000  10,847,531  43812810
Ishihara Sangyo Kaisha Ltd. (a)  657,000  2,935,667  46427899
Izumi Co. Ord.   86,000  2,218,668  46399292
Japan Airlines Co. Ltd.   623,000  4,821,733  47103420
Joshin Denki Co. Ltd. Ord.   178,000  2,296,063  48199999
Kawasaki Steel Corp.   1,694,000  7,936,390  48636810
Komatsu Ltd. Ord.   693,000  6,579,224  50045899
Kyocera Corp.  26,000  1,980,084  50155610
Marubeni Corp.   662,000  3,825,605  57381010
Marukyo Corp.   55,000  1,946,752  57899792
Matsushita Electric Industrial Co. Ltd.   513,000  8,523,090  57687910
Minebea Co. Ltd.   924,000  8,019,026  60299392
Mitsubishi Chemical Industries Ltd. (a)  756,600  4,465,975  60799D22
Mitsubishi Estate Co. Ltd.   226,000  2,658,687  60678310
Mitsubishi Heavy Industries Ltd.  898,000  7,311,507  60699310
Mitsubishi Trust & Banking Corp.  750,000  11,609,310  60699410
Mitsui OSK Lines Ltd.  636,000  2,789,331  60799792
Mitsui Petrochemical Industries, Ltd.   493,000  4,649,937  60691110
Mitsui Trust and Banking Co. Ltd.  206,000  2,380,888  60684699
Murata Manufacturing Co. Ltd. Ord.   323,400  13,215,663  62699110
Nichido Fire & Marine Insurance Co. Ltd.  912,000  7,990,178  65399920
 
 SHARES VALUE (NOTE 1)
 
Nikko Securities Co. Ltd.  612,000 $ 7,199,629  65399010
Nintendo Co. Ltd. Ord.   42,000  2,357,773  65443999
Nippon Shinpan Co. Ltd.   226,000  1,777,122  65461710
Nippon Telegraph & Telephone
 Corp. Ord.  696  6,499,974  65462492
Nippon Yusen Kabushiki Kaisha  450,000  3,055,572  65463310
Nippon Zeon Co. Ltd. (a)   368,000  2,248,141  66499692
Nissan Motor Co. Ltd. Ord.   1,009,000  8,610,937  65474491
Nisshinbo Industries  447,000  5,212,427  65411310
Nitto Denko Corp.   175,000  3,015,840  65480230
Nomura Securities Co. Ltd.   1,058,000  22,163,354  65536110
Oji Paper Co. Ltd.   359,000  4,001,033  67811810
Omron Corp.   242,000  4,370,259  68215110
Orix Corp.   441,000  17,657,292  68616710
Pioneer Electronic Corp.   490,000  12,792,940  72365710
Rohm Co. Ltd.   207,000  9,121,200  77536110
Sankyo Co. Ltd.  615,000  15,992,983  80029710
Sanwa Bank Ltd.  183,000  3,833,548  80399410
Seino Transpotation Co. Ltd.   248,000  4,888,087  81605210
Sharp Corp.   246,000  4,594,810  81989991
Sony Corp.   155,700  9,495,765  83569999
Sumitomo Marine and Fire
 Insurance Co. Ltd.  655,000  5,927,816  94599392
Sumitomo Realty & Development Co. Ltd.   901,000  5,764,616  86562310
Sumitomo Rubber Industries Ltd.  330,000  3,439,451  86699892
Sumitomo Trust & Banking Co. Ltd.  535,000  7,784,427  86599310
Suzuki Motor Corp.   443,000  5,622,928  86958592
TDK Corp.   144,000  7,073,319  87235110
Tadano Ltd.   29,000  289,985  87357899
Takashimaya Co. Ltd.  342,000  4,835,046  87346710
Takeda Chemical Industries Ltd.   883,000  10,934,419  87405810
Tanabe Seiyaku Co. Ltd.  9,000  76,157  87599010
Tokio Marine & 
 Fire Insurance Co. Ltd. (The)  1,738,000  20,625,350  88909099
Tokyo Electron Ltd.   75,000  2,507,611  89499999
Tokyo Steel Manufacturing Co. Ltd.   310,300  7,781,117  88998799
Tokyo Style Co. Ltd.   575,000  9,968,528  88999410
Toppan Printing Co. Ltd. (warrants) (a)  200  105,000  89074792
Toshiba Corp.   2,749,000  21,673,143  89149310
Toyobo Co. Ltd.  713,000  3,141,749  90899392
Toyota Motor Corp.  886,000  19,565,963  89399999
Tsugami Corp.   336,000  2,194,809  89853699
Yamanouchi Pharmaceutical Co. Ltd.  591,000  11,648,628  98414010
   533,307,803
KOREA (SOUTH) - 0.7%
Cho Hung Bank Co. Ltd.   79,000  1,397,155  17099E22
Cho Hung Bank Co. Ltd. (New) (a)  17,362  280,963  17099E25
Korea Electric Power Corp. ADR   285,000  10,832,967  50099B92
Korea First Securities Co. Ltd. (a)  6,422  116,009  50099K22
Korea First Securities Co. Ltd. (New) (a)  661  11,194  50099K24
Kyungki Bank (a)  135,000  1,524,180  61999922
Seoul Securities Co. (a)  120,870  2,122,788  83599P22
   16,285,256
LUXEMBOURG - 0.1%
Quilmes Industries SA  94,974  2,493,068  74899692
MALAYSIA - 1.0%
Aokam Perdana BHD  101,000  833,682  01899792
Hong Leong Credit BHD  105,000  624,352  44699492
Kuala Lumpar Industries
 Holdings BHD (a)  570,000  1,088,159  49799B92
Magnum Corp. BHD  960,000  2,159,414  55999392
Malaysan Banking BHD  227,000  1,545,155  56090499
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
MALAYSIA - CONTINUED
Resorts World BHD  769,000 $ 4,873,468  76199592
Sime Darby BHD  1,343,000  3,703,927  82861792
Telekom Malaysia BHD  977,000  7,911,551  94099892
Time Engineering BHD  317,000  942,476  93099592
   23,682,184
MEXICO - 1.4%
Cemex SA, Series B  594,300  5,479,731  15299293
Cifra SA Class C  2,428,100  6,539,917  17178594
Consorcio G Grupo Dina SA ADR   117,200  1,508,950  21030610
Grupo Dina Sponsored ADR, Series L (a)  42,244  427,721  21030620
Grupo Financiero Bancomer SA de CV 
 sponsored ADR, Series C (c)  189,800  4,365,400  40048610
Telefonos de Mexico SA sponsored ADR 
 representing shares Ord. Class L  230,400  12,700,800  87940378
   31,022,519
NETHERLANDS - 4.9%
AKZO Nobel NV Ord.   113,300  14,312,924  01019910
DSM NV  108,800  9,425,503  23332H92
Frans Maas Groep NV   113,400  3,606,622  35399322
Hoogovens en Staalfabrieken NV (a)  121,400  5,661,924  43888410
Internationale Nederlanden Groep NV  325,045  15,217,498  46099892
KLM Royal Dutch Airlines Ord. (a)  552,600  15,378,234  48251620
Koninklijke PPT Nederland  264,500  8,427,965  72699422
Koninklijke PPT Nederland (c)  143,300  4,566,077  72699423
Oce Van der Grinten NV  288,500  12,821,843  67462710
Philips Electronics  388,800  12,873,102  71833799
Pirelli Tyre Holdings NV Ord.   1,628,100  11,302,889  72499092
   113,594,581
NEW ZEALAND - 0.2%
Fletcher Challenge Ltd. (Reg.)  1,665,500  4,496,200  33999592
NORWAY - 2.1%
Bergesen Group:
 Class A  168,800  3,665,917  08399010
 Class B  408,700  8,938,457  08399011
Christiania Bank Free shares Ord. (a)  1,760,000  3,445,446  17100792
Den Norske Bank Class A Free shares (a)  1,267,700  3,295,995  25299792
Norsk Hydro AS  162,300  6,540,651  65653150
Norsk Hydro AS ADR  129,400  5,208,350  65653160
Norske Skogindustrier AS Class A 
 Free shares  139,920  3,873,292  66499594
Orkla AS Class B (non-vtg.)  152,400  4,370,268  39299192
Saga Petroleum AS Class B  330,200  3,762,315  84099794
Unitor AS  286,300  5,166,842  91699392
   48,267,533
PAKISTAN - 0.1%
Pakistan Telecommunications Voucher 
 GDR (a)(c)  14,900  2,458,500  69584910
SINGAPORE - 1.0%
Kim Engineering Holdings Ltd.   4,950,000  6,170,609  49499D92
Neptune Orient Lines Ltd.   9,003,000  13,430,905  64099610
Overseas Union Bank Ltd. (For.)  456,000  2,609,264  68990192
Van Der Horst Ltd.   244,000  1,097,002  92099C22
   23,307,780
SPAIN - 3.7%
ACERINOX SA (Reg.)  35,775  3,958,814  00499192
Banco Bilbao Vizcaya SA Ord. (Reg.)  534,900  14,050,470  05945891
Banco Intercontinental Espanol  100,750  9,298,763  24699592
 
 SHARES VALUE (NOTE 1)
Corporacion Mapfrecia International de 
 Reaseguros SA (Reg.)  287,150 $ 12,678,161  16899192
Iberdrola SA  729,500  4,805,092  45499892
Repsol SA Ord.   158,800  5,077,797  76026T10
Tabacalera SA, Series A  141,200  3,799,154  87399410
Telefonica de Espana SA Ord.   1,465,300  19,829,802  87938210
Union Electrica Fenosa SA  1,827,000  8,402,008  90659510
Uralita SA (a)  350,450  3,665,385  91799310
   85,565,446
SWEDEN - 2.7%
Electrolux AB  280,300  14,625,779  01019810
Investor AB Class B Free shares   401,000  10,083,751  46199A92
Marieberg Tidnings AB Class A
 Free shares   84,000  2,077,102  56799392
SKF AB Ord. (a)  504,300  9,229,230  78437530
Skandia International Holding   114,600  2,097,303  83055510
Skandinaviska Enskilada Banken Class A 
 Free shares  1,178,600  7,738,723  88099222
Volvo AB Class B  759,100  15,058,882  92885630
   60,910,770
SWITZERLAND - 6.9%
Adia SA (Bearer)  94,000  16,608,038  00699793
Alusuisse-Lonza Holding AG (Reg.)  37,611  18,738,150  02239994
Ascom Holding AG (Bearer) (a)  2,820  3,422,602  04364492
Baloise Holding:
 (Reg.)  9,600  18,069,240  05899195
 (warrants) (a)  6,700  87,983  05899196
CIBA-GEIGY AG:
 (Reg.)  22,765  13,262,220  17199492
 (warrants) (a)  1,480  3,887  17199494
C. S. Holdings: 
 (Bearer)   43,700  19,093,752  17599792
 (Reg.)  135,600  11,493,354  17599795
 (Bearer) (warrants) (a)  25,700  214,763  15099427
 (Reg.) (warrants) (a)  135,600  199,649  15099428
Fischer (Georg) AG (Reg.)  23,300  5,006,765  33771192
Globus Magazine (Part. Cert.)  9,400  6,246,717  37957792
Holderbank Financiere Glarus AG:
 (Bearer)  28,325  21,843,951  43479593
 (warrants) (a)  141,625  197,250  43479595
Oerlikon-Buhrle Holding Ltd. (Reg.) (a)  22,100  2,286,510  67199092
Surveillance, Societe Generale (Bearer)  1,690  2,447,911  86901193
Swiss Bank Corp. (Bearer)   63,950  18,424,115  87083610
   157,646,857
THAILAND - 0.7%
Bank of Asia PCL (For. Reg.)  511,600  1,395,849  06199D22
Krung Thai Bank:
 (Loc. Reg.)  632,500  2,157,141  50599292
 (For. Reg.)  1,369,700  4,671,362  50599293
Phatra Thanakit PCL:
 (For Reg.)  11,300  116,976  71799593
 (For. Reg.) (rights) (a)  45,200  449,769  71799595
Siam City Bank PCL (For. Reg.)  5,542,100  7,838,504  81199593
   16,629,601
TURKEY - 0.0%
Cimentas AS  900,000  579,519  17199G22
Tofas Turkey Otomobil Fabrikasi AS ADR (c)  150,900  528,150  90011010
   1,107,669
UNITED KINGDOM - 10.0%
Amstrad PLC  625,400  286,508  03299110
Argyll Group PLC Ord.   1,146,000  4,893,821  04099210
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
UNITED KINGDOM - CONTINUED
Arjo Wiggins Appleton PLC   1,225,100 $ 5,371,916  04199592
Avon Rubber PLC  157,100  1,370,019  05399010
BET PLC Ord.   4,801,000  8,640,696  05538H10
Barclays PLC Ord.   1,607,200  15,304,389  06738E10
Bass PLC Ord.   1,012,600  9,228,188  06990492
Boots Co. PLC   769,400  6,671,929  09999410
British Gas PLC Ord.   533,200  2,556,118  11090199
British Steel PLC Ord.   4,476,000  11,735,759  11101510
British Vita PLC Ord.   1,356,000  5,258,134  11199192
De La Rue PLC  469,200  7,523,279  24642110
Dixons Group PLC  2,273,000  7,289,170  25587592
Electrocomponents PLC   429,400  3,238,814  28599192
English China Clay PLC  1,479,294  8,785,853  29321792
Forte PLC  3,051,200  11,457,134  34999592
General Electric Co. PLC Ord.   1,165,100  5,261,324  36963940
Great Universal Stores PLC Ord. Class A  658,400  6,032,550  39133420
Hanson Trust PLC Ord.   1,101,300  4,162,374  41135210
Ladbroke Group PLC Ord.   3,180,300  7,909,247  50572799
Lloyds Abbey Life PLC  887,900  5,084,586  53801099
London International Group PLC  4,668,400  6,607,046  54183310
Morrison (WM) Supermarkets PLC  478,700  1,041,139  61899894
National Westminster Bank PLC Ord.   1,438,980  11,842,561  63853930
North West Water Group PLC Ord.   721,600  6,658,845  67299195
Rolls Royce PLC Ord.   1,600,399  4,556,176  77577910
Royal Insurance Holdings PLC   1,652,600  7,908,914  78074910
Sainsbury (J.) PLC Ord.   1,197,800  7,819,526  78710310
Shanks & Mcewan Group PLC   1,553,300  2,338,120  81999294
Spring Ram Corp. PLC   2,317,600  1,668,454  83899492
Sturge Holdings PLC  176,400  213,576  86399822
Taylor Woodrow PLC  1,177,500  2,485,267  87667410
Tesco PLC Ord.   2,409,200  9,263,254  88157510
Transport Development Group PLC  930,600  3,304,049  89399610
Vickers PLC Ord. units  3,421,075  9,599,527  92549310
Vodafone Group PLC  1,470,000  5,092,889  92857T92
Whitbread Co. PLC Class A  1,346,600  12,580,464  96341499
   231,041,615
TOTAL COMMON STOCKS
 (Cost $1,622,749,409)  1,909,193,359
NONCONVERTIBLE PREFERRED STOCKS - 3.0%
AUSTRIA - 0.4%
Creditanstaldt Bankverein  160,500  9,575,993  22539210
GERMANY - 0.6%
Boss (Hugo) AG  4,250  2,667,997  44451094
FAG Kugelfischer Georg Schaef   46,200  6,851,272  50105492
Fuchs Petrolub AG Oel & Chemie   14,738  1,715,146  36499F22
Porsche AG Ord.  (a)  7,200  3,073,925  73380110
   14,308,340
ITALY - 1.9%
Banco Ambro Veneto   2,320,900  3,551,209  06399592
Fiat Spa (a)  4,001,600  9,696,037  31562120
SAI Sta Assicuratrice Industriale Spa  1,190,200  8,066,093  78399192
Stet (Societa Finanziaria Telefonica) Spa  8,823,000  21,855,091  85982592
Telecom Italia  350,000  777,903  87999R24
   43,946,333
KOREA (SOUTH) - 0.1%
Korea First Securities Co. Ltd. (a)  66,140  846,300  50099K23
Korea First Securities Co. Ltd. (New) (a)  6,814  98,472  50099K25
   944,772
TOTAL NONCONVERTIBLE PREFERRED STOCKS
 (Cost $52,217,098)   68,775,438
CLOSED-END INVESTMENT COMPANIES - 0.2%
 SHARES VALUE (NOTE 1)
THAILAND - 0.2%
Ruam Pattana Fund II (For. Reg.)   2,683,000 $ 1,910,806  76999523
Ruang Khao Unit Trust (For. Reg.) (a)  2,633,900  1,796,583  77399393
TOTAL CLOSED-END INVESTMENT COMPANIES
 (Cost $2,651,231)   3,707,389
CORPORATE BONDS - 0.0%
 MOODY'S RATINGS PRINCIPAL 
 (UNAUDITED) AMOUNT (B) 
GRAND CAYMAN  - 0.0%
CT II Overseas Finance Ltd. euro
 4 1/4%, 11/18/98 (c)
 (Cost $605,000) -- $ 605,000  484,000  126995AA
GOVERNMENT OBLIGATIONS (E) - 1.6%
ARGENTINA - 0.4%
Argentina Republic BOCON
 5 1/8%, 4/1/01 (d) B1  15,000,414  10,685,770  039995AF
BRAZIL - 0.5%
Brazil Federative Republic IDU
 euro 6.0625%, 1/1/01 (d) B2  13,181,000  10,758,991  1057569E
DENMARK - 0.4%
Danish Government Bullet 7%, 
 12/15/04 Aa1 DKK 62,500,000  9,244,713  249998AV
FRANCE - 0.3%
French Government Strips 
 0%, 4/25/23 Aaa FRF 420,000,000  6,800,640  351996BL
TOTAL GOVERNMENT OBLIGATIONS
 (Cost $40,867,728)   37,490,114
REPURCHASE AGREEMENTS - 12.3%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements
 (U.S. Treasury obligations) in a joint
 trading account at 4.78% dated
 10/31/94 due 11/1/94   $282,397,491  282,360,000  99799N9L
TOTAL INVESTMENT IN SECURITIES -100%
 (Cost $2,001,450,466) $2,302,010,300
FORWARD FOREIGN CURRENCY CONTRACTS
  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
 425,178,909 FRF 11/16/94 $ 82,599,004 $ (3,154,525)
 7,966,217,000 JPY 1/11/95  82,759,012  (2,208,368)
 21,434,578 NLG 12/13/94  12,723,058  (374,315)
TOTAL CONTRACTS TO SELL
(Receivable amount $172,343,866)  $178,081,074  $(5,737,208)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 7.7%
CURRENCY ABBREVIATIONS
DKK - Danish krone
NLG - Dutch guilder
FRF - French franc
JPY - Japanese yen
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(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 $17,417,237 or 0.8% of net
assets.
(d) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(e) Most foreign government obligations have not been individually rated by
S&P or Moody's.  The ratings listed are assigned to securities by FMR, the
fund's investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $1,319,975,904 and $835,927,611, respectively.
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 $4,808 for the period (see Note 5 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1994 the aggregate cost of investment securities for income
tax purposes was $2,001,593,454. Net unrealized appreciation aggregated
$300,416,846, of which $353,123,838 related to appreciated investment
securities and $52,706,992 related to depreciated investment securities. 
The fund hereby designates $19,039,080 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$41,166,131 or $0.53 per share.  Taxes paid to foreign countries were
$6,624,148 or $0.08 per share.
INDUSTRY DIVERSIFICATION 
As a Percentage of Total Value of Investments (Unaudited)
Aerospace & Defense   0.3%
Basic Industries   10.5
Conglomerates   0.2
Construction & Real Estate   3.4
Durables    10.6
Energy    4.2
Finance   20.7
Government Obligations    1.6
Health   2.9
Holding  Companies   0.8
Industrial Machinery & Equipment   4.0
Media & Leisure   2.4
Nondurables   2.4
Retail & Wholesale   3.8
Services   3.2
Repurchase Agreements   12.3
Technology   6.1
Transportation   3.5
Utilities   7.1
    100.0%
OVERSEAS
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                 <C>           <C>               
 OCTOBER 31, 1994        
 
ASSETS                 
 
Investment in securities, at value (including repurchase agreements of $282,360,000) (cost $2,001,450,466)        $ 2,302,010,300   
- - See accompanying schedule                                                                                       
 
Cash                                                                                                              280              
 
Receivable for investments sold                                                                                   8,159,196        
 
Receivable for fund shares sold                                                                                   12,467,350       
 
Dividends receivable                                                                                              5,079,066        
 
Interest receivable                                                                                               1,503,034        
 
Other receivables                                                                                                 15,417           
 
 TOTAL ASSETS                                                                                                     2,329,234,643    
 
LIABILITIES                                                                                                       
 
Payable for investments purchased                                                                   $ 9,171,567                     
 
Unrealized depreciation on foreign currency contracts                                               5,737,208                      
 
Payable for fund shares redeemed                                                                    28,143,770                     
 
Accrued management fee                                                                              1,454,843                      
 
Other payables and accrued expenses                                                                 1,515,792                      
 
 TOTAL LIABILITIES                                                                                                 46,023,180       
 
NET ASSETS                                                                                                        $ 2,283,211,463   
 
Net Assets consist of:                                                                                            
 
Paid in capital                                                                                                   $ 1,947,583,433   
 
Distributions in excess of net investment income                                                                  (5,581,700)      
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions               46,268,007       
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies        294,941,723      
 
NET ASSETS, for 78,273,736 shares outstanding                                                                     $ 2,283,211,463   
 
NET ASSET VALUE and redemption price per share ($2,283,211,463 (divided by) 78,273,736 shares)                    $29.17           
 
Maximum offering price per share (100/97.00 of $29.17)                                                            $30.07           
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>            <C>             
 YEAR ENDED OCTOBER 31, 1994                                                                      
 
INVESTMENT INCOME                                                                 $ 35,100,087    
Dividends                                                                                         
 
Interest                                                                           12,058,570     
 
                                                                                   47,158,657     
 
Less foreign taxes withheld                                                        (6,624,148     
                                                                                  )               
 
 TOTAL INCOME                                                                      40,534,509     
 
EXPENSES                                                                                          
 
Management fee                                                      14,621,202                    
Basic fee                                                                                         
 
 Performance adjustment                                             516,209                       
 
Transfer agent fees                                                 5,826,092                     
 
Accounting fees and expenses                                        715,901                       
 
Non-interested trustees' compensation                               10,587                        
 
Custodian fees and expenses                                         1,530,829                     
 
Registration fees                                                   226,189                       
 
Audit                                                               76,165                        
 
Legal                                                               14,045                        
 
Miscellaneous                                                       17,302                        
 
 Total expenses                                                                    23,554,521     
 
NET INVESTMENT INCOME                                                              16,979,988     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                               
Net realized gain (loss) on:                                                                      
 
 Investment securities                                              102,628,790                   
 
 Foreign currency transactions                                      (15,872,042    86,756,748     
                                                                   )                              
 
Change in net unrealized appreciation (depreciation) on:                                          
 
 Investment securities                                              52,241,564                    
 
 Assets and liabilities in foreign currencies                       (9,176,697     43,064,867     
                                                                   )                              
 
NET GAIN (LOSS)                                                                    129,821,615    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                   $ 146,801,603   
 
OTHER INFORMATION                                                                  $1,120,737     
Sales charges paid to FDC                                                                         
 
 Accounting fees paid to FSC                                                       $715,901       
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS   YEAR ENDED    YEAR ENDED    
                                    OCTOBER 31,   OCTOBER 31,   
                                    1994          1993          
 
 
<TABLE>
<CAPTION>
<S>                                                                                             <C>                <C>              
 
Operations                                                                                      $ 16,979,988       $ 10,233,528     
 
Net investment income                                                                                                               
 
 
 Net realized gain (loss)                                                                        86,756,748         (49,776,636)    
 
 
 Change in net unrealized appreciation (depreciation)                                            43,064,867         370,524,952     
 
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                 146,801,603        330,981,844     
 
 
Distributions to shareholders:                                                                   (8,339,198)        (11,187,669)    
 
From net investment income                                                                                                          
 
 
 In excess of net investment income                                                              (9,043,942)        -               
 
 
 From net realized gain                                                                          (6,172,422)        (75,938,524)    
 
 
 TOTAL  DISTRIBUTIONS                                                                            (23,555,562)       (87,126,193)    
 
 
Share transactions                                                                               1,731,601,947      854,803,474     
 
Net proceeds from sales of shares                                                                                                   
 
 
 Reinvestment of distributions                                                                   22,888,570         84,813,750      
 
 
 Cost of shares redeemed                                                                         (1,085,191,412)    (494,651,306)   
 
 
 Net increase (decrease) in net assets resulting from share transactions                         669,299,105        444,965,918     
 
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                        792,545,146        688,821,569     
 
 
NET ASSETS                                                                                                                          
 
 
 Beginning of period                                                                             1,490,666,317      801,844,748     
 
 
 End of period (including under (over) distribution of net investment income of $(5,581,700)    $ 2,283,211,463    $ 1,490,666,317  
 
 and $7,779,873, respectively)                                                                                                      
 
 
OTHER INFORMATION                                                                                                                   
 
Shares                                                                                                                              
 
 
 Sold                                                                                            60,924,762         35,327,981      
 
 
 Issued in reinvestment of distributions                                                         855,349            4,255,602       
 
 
 Redeemed                                                                                        (38,395,055)       (21,200,545)    
 
 
 Net increase (decrease)                                                                         23,385,056         18,383,038      
 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>   <C>   
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.               
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                       <C>                       <C>    <C>      <C>    <C>    
                          YEARS ENDED OCTOBER 31,                                 
 
SELECTED PER-SHARE DATA   1994                      1993   1992 D   1991   1990   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                 <C>           <C>           <C>         <C>         <C>           
Net asset value, beginning of period                $ 27.16       $ 21.96       $ 26.92     $ 27.47     $ 26.30       
 
Income from Investment Operations                          
 
 Net investment income                              .18           .27           .46         .54 C       .35          
 
 Net realized and unrealized gain (loss)            2.26          7.40          (3.82)      .45         2.16         
 
 Total from investment operations                   2.44          7.67          (3.36)      .99         2.51         
 
Less Distributions                                  (.15)         (.37)         (.44)       (.46)       (.21)        
From net investment income                                 
 
 In excess of net investment income                 (.17)         -             -           -           -            
 
 From net realized gain                             (.11)         (2.10)        (1.16)      (1.08)      (1.13)       
                                                                           B                         B           B             
 
 Total distributions                                (.43)         (2.47)        (1.60)      (1.54)      (1.34)       
 
Net asset value, end of period                      $ 29.17       $ 27.16       $ 21.96     $ 26.92     $ 27.47       
 
TOTAL RETURN A                                      9.13%         39.01%        (13.05)     4.12%       9.58%        
                                                                             %                                     
 
RATIOS AND SUPPLEMENTAL DATA                               
 
Net assets, end of period (000 omitted)             $ 2,283,211   $ 1,490,666   $ 801,845   $ 969,436   $ 1,011,152   
 
Ratio of expenses to average net assets             1.24%         1.27%         1.52%       1.53%       1.26%        
 
Ratio of net investment income to average net assets.90%          1.00%         1.78%       2.19%       1.34%        
 
Portfolio turnover rate                             49%           64%           122%        132%        96%          
 
A TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.  
B INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME. 
C INCLUDES $0.08 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY WITHHELD ON DIVIDEND AND INTEREST PAYMENTS.            
D AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION ACCOUNTING.                                         
 
</TABLE>
 
WORLDWIDE
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Worldwide has a
3% sales charge, which has been waived through June 30, 1995.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED                       PAST 1   LIFE OF   
OCTOBER 31, 1994                    YEAR     FUND      
 
WORLDWIDE                           11.55%   49.14%    
 
WORLDWIDE (INCL. 3% SALES CHARGE)   8.21%    44.67%    
 
Morgan Stanley World Index          7.65%    33.51%    
 
Average Global Fund                 8.09%    n/a       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case one year, or since the fund started on May
30, 1990. You can compare the fund's figures to the performance of the
Morgan Stanley World index, 
a broad measure of the performance of stocks across the world, weighted by
each country's market capitalization (or the total value of its outstanding
shares). You can also compare the fund's performance to the average global
fund, which currently reflects the performance of 85 funds with similar
objectives tracked by Lipper Analytical Services. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effects of
sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED                       PAST 1   LIFE OF   
OCTOBER 31, 1994                    YEAR     FUND      
 
WORLDWIDE                           11.55%   9.45%     
 
WORLDWIDE (INCL. 3% SALES CHARGE)   8.21%    8.70%     
 
Morgan Stanley World Index          7.65%    6.75%     
 
Average Global Fund                 8.09%    n/a       
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
             Worldwide Fund (318)   World Index
    05/30/90                9700.00          10000.00
    05/31/90                9729.10          10038.61
    06/30/90                9981.30           9964.14
    07/31/90               10252.90          10051.93
    08/31/90                9098.60           9108.00
    09/30/90                8196.50           8144.51
    10/31/90                8681.50           8901.68
    11/30/90                8681.50           8752.34
    12/31/90                8631.28           8932.45
    01/31/91                8875.93           9255.96
    02/28/91                9365.23          10109.62
    03/31/91                9042.29           9808.57
    04/30/91                9130.37           9882.21
    05/31/91                9198.87          10103.10
    06/30/91                8543.20           9476.34
    07/31/91                9071.65           9920.84
    08/31/91                9208.65           9886.25
    09/30/91                9365.23          10142.44
    10/31/91                9404.37          10303.82
    11/30/91                8905.29           9851.69
    12/31/91                9311.08          10565.69
    01/31/92                9410.03          10366.97
    02/29/92                9696.98          10184.99
    03/31/92                9469.40           9702.08
    04/30/92                9884.99           9834.16
    05/31/92               10300.57          10222.20
    06/30/92                9944.35           9876.60
    07/31/92                9845.41           9898.58
    08/31/92                9706.88          10136.03
    09/30/92                9706.88          10039.86
    10/31/92                9528.77           9764.70
    11/30/92                9677.19           9936.32
    12/31/92                9889.02          10013.50
    01/31/93               10214.25          10043.98
    02/28/93               10458.17          10278.91
    03/31/93               11057.81          10871.83
    04/30/93               11332.22          11372.70
    05/31/93               11687.94          11631.78
    06/30/93               11565.98          11531.21
    07/31/93               11820.07          11765.78
    08/31/93               12562.00          12302.20
    09/30/93               12429.87          12071.96
    10/31/93               12968.54          12401.72
    11/30/93               12734.78          11697.27
    12/31/93               13503.03          12266.78
    01/31/94               14466.79          13072.98
    02/28/94               14249.17          12900.91
    03/31/94               13710.29          12341.84
    04/30/94               14186.99          12720.47
    05/31/94               14166.26          12750.32
    06/30/94               13876.10          12711.99
    07/31/94               14300.98          12950.75
    08/31/94               14539.33          13337.82
    09/30/94               14259.53          12984.42
    10/31/94               14466.79          13350.78
 
Let's say you invested $10,000 in Fidelity Worldwide Fund on its start date
and paid a 3% sales charge. By October 31, 1994, it would have grown to
$14,467 - a 44.67% increase on your initial investment. That compares to
$10,000 invested in the Morgan Stanley World index, which would have grown
to $13,351 over the same period - a 33.51% increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
WORLDWIDE
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with Penny Dobkin, 
Portfolio Manager of Fidelity Worldwide Fund
Q. HOW HAS THE FUND PERFORMED, PENNY?
A. It has done well, besting the average global fund.  For the year ended
October 31, 1994, the fund had a total return of 11.55%.  According to
Lipper Analytical Services, the average global fund returned 8.09% during
the same period.
Q. WHAT CONTRIBUTED TO THE FUND'S SUCCESS?
A. The fund's favorable performance was due largely to a strong first six
months.  During that period, the fund benefited from its concentration on
small- and medium-sized European growth stocks, and its underweighting in
investments in Southeast Asian markets, which were battered from the end of
December 1993 to April 1994.  As you would gather, Europe did quite well at
that time.  For the last six months, that situation has reversed.  Overall,
small European growth stocks have struggled, while the markets in Asia have
rebounded well.  I've also kept more of the fund in short-term cash
instruments than usual, because, frankly, most of the markets are less
attractive than I've seen in more than 10 years of managing money.
Q. WHY HAVEN'T YOU SWITCHED MORE ASSETS OVER TO ASIA?
A.  Because the stocks are very expensive.  In hindsight, the fund would
have benefited from more investment in Asia from the end of April through
the summer, as those stock markets rallied.  But I'm not convinced that
it's an area that will pay off over the next year.  My premise has been and
remains that European economic growth is going to surprise on the upside
this year and next.  I've also believed since last autumn that interest
rates would rise.  Therefore, my focus has been on small or medium
capitalization stocks that are not sensitive to interest rate movements but
rather to economic demand.  
Q. WHAT ARE SOME EXAMPLES?
A.  Volker Stevin, a Dutch construction company involved in public sector
construction, is one.  In order to maintain its status as the distribution
headquarters of Europe, the Netherlands has to build more rail and tunnel
capacity.  The country is terribly short of such infrastructure, having
seen no growth in real terms since around 1986.  This stock is inexpensive
and the company is already growing earnings at about 15% per year due to
its involvement in private housing.  The stock is down a bit in the last
six months, but it's crucial to be patient.  Smaller companies haven't
performed as well as some of the European blue chips, because rising
interest rates this year tended to pull investors away from the less
tradable, but higher potential, smaller names.
Q. WHAT ABOUT POSITIVE PERFORMERS?
A.  The fund profited from the sale of two stocks it no longer owns, Grupo
Tribasa, a Mexican public works company; and Fidis Spa, an Italian
financial services company the fund sold out of before the Italian market
turned back down.  Bremer Vulkan, a German shipbuilding company, is still
in the fund.  Management has turned the company around by cutting costs in
the shipbuilding business and by developing related technical services.  
Q. ANY DISAPPOINTMENTS?
A.  Three French property companies - Bail, Unibail and  Klepierre - have
been among the disappointments.  French interest rates have actually come
down, property demand has increased, and supply and demand should have come
into better balance.  The expected take-up of office space in France has
occurred, but at discounts to market rates.  France has turned out to be a
country whose growth has lagged the rest of Europe.  Even though these
stocks hurt performance, the fund still holds these investments because the
trends are intact, but they have taken considerably longer to pay off than
I thought.  And even though the fund has tried to avoid interest
rate-sensitive investments, its investment in Banco Pastor, a Spanish
regional bank - susceptible to rising interest rates, naturally - hurt
performance a bit.
Q. WHAT ABOUT OPPORTUNITIES IN THE U.S.?
A.  I find the U.S. market intriguing.  If there is going to be a worldwide
problem with inflation in the next year, then it seems the Federal Reserve
Board has gone further than other countries in trying to contain it.  It is
interesting that the U.S. is the only country that has raised short-term
interest rates by more than 1%.  I believe there is less of a downside to
this market than to others.  At the moment, the fund has about 14% of its
assets in U.S. equities, and I'd like to buy more.  I may buy futures
contracts which participate in the movement of the stock market, if I can't
find enough specific stocks to buy quickly.  At present, IBM,
Schering-Plough and Pfizer are three American stocks that are in the fund. 
IBM is attractive after its restructuring, while Schering-Plough and
Pfizer, both pharmaceutical companies, should benefit from cutting costs
and the lack of health care legislation in the foreseeable future.
Q. ARE YOU STILL USING DERIVATIVE INSTRUMENTS KNOWN AS FORWARD FOREIGN
CURRENCY CONTRACTS TO HEDGE OVERSEAS INVESTMENTS?
A.  I am, but I use them selectively and not very often.  These contracts
reduce the fund's exposure to foreign currency risk - the chance that
movements in a country's currency will negatively affect the fund's
investment there. Although they reduce the possibility of negative effects,
they also reduce the possibility of positive currency effects. In August,
the fund initiated a Japanese yen/U.S. dollar hedge with the expectation
that, at 99 to 100 yen per dollar, there was little risk left of the yen
rising further.  The fund's holdings are of domestic Japanese companies
whose earnings do not benefit if the yen weakens against the dollar.  If
that occurs, these investments will be worth less in dollar terms unless
there is a currency hedge in place.
Q. THE FUND'S ASSETS HAVE GROWN MARKEDLY. DOES THIS INCREASE AFFECT YOUR
STRATEGY?
A.  Yes, it does.  I will focus on larger companies. I used to look at
companies with what I call a free flow of publicly traded stock of $100
million and up.  Going forward, that size consideration will be over $200
million.  In general, a bigger fund will have fewer smaller capitalization
names because one can't buy enough shares to create a meaningful position. 
The alternative is to increase dramatically the number of holdings in the
fund, making it very difficult to stay well-informed of fundamental
business developments.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A.  There could be some trading rallies in European markets, but otherwise
I think it will be a waiting period.  Managers will want to nail down a
forecast for 1995 based on 1994 business trends, but year-end earnings
reports won't be out until February or March in the U.S., and March and
April elsewhere.  I wouldn't be surprised if economic growth in the fourth
quarter were stronger than expected and long-term interest rates were to
rise further.  Should long-term rates rise, the market could drop some
more, but I think that drop would be modest.  I don't see Southeast Asia
continuing its strong performance.  I'll watch producer price indexes to
get a read on whether inflation will be a problem.  I prefer to invest in
countries with hard currency that hasn't depreciated, such as Germany, the
Netherlands and Switzerland.
 
FUND FACTS
GOAL:  to increase the value of the fund's 
shares by investing mainly in common stocks 
from around the world.
START DATE: May 30, 1990
SIZE:  as of October 31, 1994, more than 
$748 million
MANAGER:  Penelope Dobkin, since May 1990; 
manager Fidelity Europe Fund, 1986-1990; 
Fidelity United Kingdom Fund, 1987-1989; 
Fidelity Select Financial Services Portfolio, 
1983-1986; joined Fidelity in 1980
(checkmark)
PENNY DOBKIN ON THE DOLLAR AND THE U.S. MARKET:
"The U.S. dollar is a very cheap currency at the 
moment.  If American companies start showing better 
earnings in 1995, overseas investors could start to 
increase their investments in the U.S.  One of the 
standard strategies in global investing is to buy in a 
country where earnings are continuing to grow well or 
turning positive, and where the currency has 
depreciated.  It has been some time since these 
factors have combined to make the U.S. attractive.  
The U.S. dollar certainly fits the inexpensive category 
for European and Japanese investors.  This potential 
scenario is one reason I will be focusing 
considerably more time on the U.S. going forward.
"While some in the U.S have bemoaned the drop in 
the dollar's value, the situation has also been painful 
for those overseas.  During the summer, it was 
reported that a number of export-oriented companies 
in Japan urged their government to alter monetary 
policy to bring the yen and the dollar into better 
balance, actually threatening to curtail exports 
because they were losing money on transactions.  I've 
never heard of a group of companies curtailing 
business and thought it was amazing that they would 
publicly consider doing so.  The Japanese 
government has responded by steadily purchasing 
dollars.  If the dollar shows signs of strengthening and 
U.S. companies report better-than-expected 1994 
earnings, then that could be the impetus for 
overseas investors to buy U.S. securities."
(solid bullet)  Political violence characterized by two 
assassinations and the Chiapas uprising may have 
long-term ramifications for the Mexican market, with 
respect to flows of foreign capital and stock market 
volatility.  As a result, the fund's investments in Mexico 
have been reduced to 0.8% as of October 31, 1994.  
On April 30, 1994, Mexico led all other emerging 
markets with 4.6% of investments. India is now the 
emerging market with the largest representation in the 
fund, at 1.3% as of October 31, 1994, followed by 
Argentina (1.0%) and Mexico (0.8%).
(solid bullet)  A total of 32.5% of the fund is invested in short-term 
cash instruments, awaiting lower prices before buying 
stocks.
(solid bullet)  Sweden's recent market history may be a precursor 
to a general trend in Europe.  The currency was 
devalued the last two years - thereby helping exports 
- - but there has been a corresponding increase in 
both export and domestic product prices recently.  
Short-term interest rates tend to climb with inflation, 
making the opportunity to invest in cash and bonds 
more attractive than stocks.  Going forward, the 
fund's European investments will try to target stocks 
that are not sensitive to increases in interest rates.
DISTRIBUTIONS
The Board of Trustees of Fidelity Worldwide Fund 
voted to pay on December 12, 1994, to shareholders 
of record at the opening of business on December 9, 
1994, a distribution of $.66 derived from capital gains 
realized from sales of portfolio securities and a 
dividend of $.07 from net investment income.
WORLDWIDE
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
France 3.4%
Row: 1, Col: 1, Value: 46.1
Row: 1, Col: 2, Value: 5.2
Row: 1, Col: 3, Value: 3.5
Row: 1, Col: 4, Value: 3.4
Row: 1, Col: 5, Value: 12.7
Row: 1, Col: 6, Value: 7.2
Row: 1, Col: 7, Value: 11.6
Row: 1, Col: 8, Value: 6.9
Row: 1, Col: 9, Value: 3.4
Germany 6.9%
United States 46.1%
Japan 11.6%
Netherlands 7.2%
Other 12.7%
Spain 3.4%
Switzerland 5.2%
Sweden 3.5%
AS OF APRIL 30, 1994 
France 4.3%
Row: 1, Col: 1, Value: 30.8
Row: 1, Col: 2, Value: 3.5
Row: 1, Col: 3, Value: 3.9
Row: 1, Col: 4, Value: 7.6
Row: 1, Col: 5, Value: 3.0
Row: 1, Col: 6, Value: 15.1
Row: 1, Col: 7, Value: 5.3
Row: 1, Col: 8, Value: 4.6
Row: 1, Col: 9, Value: 14.3
Row: 1, Col: 10, Value: 7.6
Row: 1, Col: 11, Value: 4.3
Germany 7.6%
United States 30.8%
Japan 14.3%
Mexico 4.6%
United 
Kingdom 3.5%
Netherlands 5.3%
Switzerland 3.9%
Sweden 7.6%
Other 15.1%
Spain 3.0%
ASSET ALLOCATION
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Stocks                   65.8           80.1           
 
Bonds                    1.7            3.8            
 
Short-term investments   32.5           16.1           
 
TOP TEN STOCKS 
                                      % OF FUND'S    % OF FUND'S    
                                      INVESTMENTS    INVESTMENTS    
                                                     6 MONTHS AGO   
 
Volker Stevin NV                                                    
(Netherlands, Construction)           1.1            0.4            
 
AKZO Nobel NV Ord.                                                  
(Netherlands, Chemicals & Plastics)   1.0            0.2            
 
Bremer Vulkan AG                                                    
(Germany, Ship Building & Repair)     0.9            1.2            
 
KBB NV Ord.                                                         
(Netherlands, Apparel Stores)         0.8            0.2            
 
Banco de Santander SA Ord. (Reg.)                                   
(Spain, Banks)                        0.8            0.1            
 
Banco Pastor SA                                                     
(Spain, Banks)                        0.8            0.7            
 
Kone Corp. Class B Ord.                                             
(Finland, Industrial Machinery &                                    
Equipment)                            0.7            0.3            
 
Fuchs Petrolub AG (Bearer)                                          
(Switzerland, Chemicals & Plastics)   0.7            -              
 
Bail Investissement SA                                              
(France, Real Estate)                 0.7            0.9            
 
NCC AB Class B Free shares                                          
(Sweden,Construction)                 0.7            0.8            
 
TOP TEN INDUSTRIES 
                                   % OF FUND'S    % OF FUND'S    
                                   INVESTMENTS    INVESTMENTS    
                                                  6 MONTHS AGO   
 
Finance                            14.5           18.9           
 
Basic Industries                   9.4            10.2           
 
Construction & Real Estate         7.5            12.5           
 
Retail & Wholesale                 7.0            8.6            
 
Durables                           6.9            8.5            
 
Industrial Machinery & Equipment   3.8            3.0            
 
Energy                             3.4            3.7            
 
Media & Leisure                    3.4            3.1            
 
Technology                         2.0            3.1            
 
Nondurables                        1.9            1.5            
 
 
WORLDWIDE
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 62.7%
 SHARES VALUE (NOTE 1)
AUSTRALIA - 0.5%
Tabcorp Holding Ltd. 
 sponsored (ADR) (a) (d)  211,000 $ 3,603,606  87330610
BELGIUM - 1.1%
D'Ieteren Trading BV  49,000  3,708,879  24999592
D'Ieteren Trading BV (VVPR) (a)  4,339  328,425  24999596
GIB Holdings Ltd.   100,000  3,907,488  37499A23
  7,944,792
CANADA - 1.1%
Imasco Ltd.   150,000  4,419,588  45245170
Methanex Corp. (a)  265,600  3,974,138  59151K10
  8,393,726
DENMARK - 0.6%
Unidanmark AS Class A (a)  115,000  4,608,984  92399792
FINLAND - 2.4%
Enso-Gutzeit OY Class R Free shares  430,000  3,822,429  29357810
Kansallis-Osake-Pankki  1,380,000  2,576,446  48199210
Kone Corp. Class B Ord.   47,050  5,603,869  50400092
Repola OY  167,600  3,515,192  75999A92
Unitas Bank Ltd. Class B Free shares  841,700  2,469,666  90499123
  17,987,602
FRANCE - 3.4%
Bail Investissement SA  31,300  5,291,169  05699092
Eramet SA (a)  3,500  255,708  29499H22
Eramet SA (a) (d)  4,000  292,237  29499H23
Immeubles de France, Ste Des  55,432  4,631,451  44999C22
Klepierre SA  48,350  4,894,657  49899822
UFB Locabail SA  24,000  1,720,781  90599B92
Ugine SA  19,345  1,454,681  90299G22
Ugine SA (d)  27,000  2,030,312  90299G23
Unibail  57,000  4,873,215  90499123
  25,444,211
GERMANY - 4.6%
Bayer AG  7,200  1,684,908  07273010
Bremer Vulkan AG (a)  98,000  6,706,035  10689999
Deutsche Babcock AG (a)  13,500  2,003,791  25159991
Deutsche Bank AG  6,700  3,301,546  25152592
Deutsche Bank AG (warrants) (a)  23,000  2,997,839  25152596
Felten & Guilleaume Energietechnik AG  5,900  1,326,151  31499292
Hoesch-Krupp, Fried Krupp AG (a)  39,100  5,070,324  43438199
Karstadt AG   6,300  2,601,696  48576499
Kaufhof Holding AG  2,000  678,304  48615210
Linotype AG (Bearer) (a)  6,950  1,548,296  53599092
Metallgesellschaft AG Ord.   19,000  1,986,234  59124810
Rheinhold & Mahla AG  9,700  2,193,184  76299692
Sixt AG   16,000  1,090,607  83002195
Sixt AG Ord.  748  229,312  83002199
Thyssen AG Ord.   4,200  802,434  88629110
  34,220,661
HONG KONG - 0.3%
Cheung Kong Holdings Ltd.   212,000  1,016,850  16674410
Luks Industrial Co. Ltd.   4,886,000  910,555  54999492
  1,927,405
INDIA - 1.0%
Arvind Mills Ltd. GDR (a) (d)  335,800  1,806,604  04334810
Bajaj Auto Ltd. GDR (d)  33,000  835,890  05710010
Indian Aluminum Ltd. GDR (a) (d)  213,700  2,164,781  45410110
Shriram Industries Ltd. GDR (a) (d)  56,800  2,343,000  82554620
  7,150,275
 
 SHARES VALUE (NOTE 1)
INDONESIA - 0.4%
Barito Pacific Timber PT (For. Reg.)  372,000 $ 633,959  06799F23
Dharmala International Land PT  1,462,500  2,004,005  25399592
  2,637,964
ITALY - 0.4%
Cementerie di Sardegna Spa  278,000  832,282  15199F22
Fila Holding Spa sponsored ADR  108,000  1,795,500  31685010
  2,627,782
JAPAN - 11.6%
Akita Bank Ltd.  257,000  2,145,534  00999692
Alps Electric Co. Ltd.   230,000  3,109,230  02199292
Aomori Bank Ltd.   470,000  2,958,565  02399592
Bandai Co. Ltd.   56,000  2,305,764  06099192
Bank of the Ryukyus Ltd.  51,900  3,159,899  83499192
Charle Co. Ltd.   40,000  866,828  15999392
Daihatsu Motor Co. Ltd.   340,000  2,280,584  24199092
Daiichi Corp. Ord.   122,000  2,643,827  23599B92
Daito Trust Construction  83,000  1,130,592  24999492
Daiwa Securities Co. Ltd.  233,000  3,390,227  23499010
Fukushima Bank Ltd.   467,000  2,592,705  36099A92
Hankyu Department Stores, Inc.   237,000  2,861,462  41099192
Hanshin Department Store Ltd.  403,000  3,264,590  41199292
Higo Bank Ltd. Ord.   278,000  2,352,408  43299192
Hyogo Sogo Bank Ltd. (a)  722,000  2,421,444  44999292
Iwate Bank  45,000  2,507,611  45699392
Kajima Corp.   240,000  2,278,519  48311110
Kaneshita Construction Co. Ltd Ord.   145,000  2,364,171  49099592
Kanto Auto Works Ltd., Yokosuka  172,000  1,306,352  48599092
Keio Teito Electric Railway Co. Ltd.  117,000  674,919  48766710
Kokuyo Co. Ltd.   60,000  1,541,716  50033399
Kumagai Gumi Co. Ltd. (warrants) (a)  6,400  80,000  50125193
Matsuya Co. Ltd.   251,000  1,709,508  57699E22
Mazda Motor Corp. (a)  255,000  1,513,081  57878592
Michinoku Bank  370,000  2,959,082  59499392
Mitsubishi Motors Corp.   198,000  1,851,173  60899692
Namura Shipbuilding Co. Ltd.  261,000  2,022,713  62999892
Nikko Securities Co. Ltd.  151,000  1,776,379  65399010
Nikku Sangyo Co. Ltd.   88,000  1,580,104  68799G22
Nomura Securities Co. Ltd.   156,000  3,267,943  65536110
Sankyo Co. Ltd.  145,000  3,770,703  80029710
Sekisui House Ltd.   220,000  2,497,290  81607810
Shimizu Bank Ltd.   32,000  2,569,114  82499592
Sogo Co. Ltd.   387,000  2,655,745  83599K22
Tachi-S Co. Ltd.   120,000  1,263,092  88099392
Toho Bank Ltd. Ord.   320,000  2,559,206  91799192
Tokyo Nissan Automatic Sales Co. Ltd.   244,000  2,351,748  88998599
Toyoda Automatic Loom Works Ltd.   130,000  2,723,286  89200910
Yorozu Corp.   80,000  2,055,622  99199792
  87,362,736
MEXICO - 0.8%
BANACCI SA de CV:
 Class L   182,000  1,206,980  06399895
 Class B  210,000  1,282,722  06399896
Grupo Financiero Bancomer SA de CV 
 sponsored ADR, Series C (d)  89,000  2,047,000  40048610
Telefonos de Mexico SA sponsored ADR 
 representing shares Ord. Class L  33,000  1,819,125  87940378
  6,355,827
NETHERLANDS - 7.2%
AKZO Nobel NV Ord.   56,400  7,124,880  01019910
BAM Groep NV  18,832  1,173,299  05999892
CVG (Crown Van Gelder) NV  41,000  3,357,266  12699292
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
NETHERLANDS - CONTINUED
Draka Holding NV   28,700 $ 677,778  26199B22
Econosto NV (c)  320,000  4,158,310  27903299
Geveke NV (a)(c)  215,200  4,405,387  37431310
KBB NV Ord.   97,525  6,116,651  48130092
Kempen & Co. NV   329,000  2,811,131  48899D22
Koninklijke PPT Nederland  43,000  1,370,142  72699422
Koninklijke PPT Nederland (d)  74,400  2,370,664  72699423
MacIntosh Confectionary Works  149,900  3,949,184  58199292
Pirelli Tyre Holdings NV: 
 Ord.   328,666  2,281,724  72499092
 (warrants) (a)  57,166  45,453  72499096
Samas-Groep NV  57,250  1,953,287  79499110
Telegraaf  17,600  1,984,216  87940410
Volker Stevin NV  165,000  8,439,446  92868894
Wereldhave NV  37,000  2,096,659  95199E22
  54,315,477
NORWAY - 1.0%
Den Norske Bank Class A Free shares (a)  874,700  2,274,203  25299792
Mosvold Shipping AS Class B  221,700  1,729,249  62099294
Petroleum Geo Services AS (a)  133,000  3,356,275  71699E92
  7,359,727
PAKISTAN - 0.2%
Pakistan Telecommunications Voucher 
 GDR (a) (d)  10,100  1,666,500  69584910
SPAIN - 3.4%
Banco Bilbao Vizcaya SA Ord. (Reg.)  179,600  4,717,638  05945891
Banco Central SA (Reg.)  91,000  2,179,641  05947010
Banco de Santander SA:
 Ord. (Reg.)  150,000  6,095,808  05957410
 (RFD) (a)  9,587  375,443  05957494
Banco de Valencia SA (Reg.)  290,000  3,484,631  13499292
Banco Pastor SA  120,475  5,771,257  05999792
Conservera Campofrio SA  44,250  2,614,371  20899292
  25,238,789
SWEDEN - 3.5%
Arjo AB (d)  118,000  2,143,042  04069792
Avesta Sheffield AB Ord. Free shares (a)  491,428  4,908,751  05399892
Celsius Industrier AB Class B  135,000  3,111,881  15199D22
Marieberg Tidnings AB Class A 
 Free shares   183,400  4,535,005  56799392
Munksjoe AB  445,200  3,793,937  62599922
NCC AB Class B Free shares (a)  539,000  5,120,387  63399192
Skandinaviska Enskilada Banken Class A 
 Free shares  400,000  2,626,412  88099222
  26,239,415
SWITZERLAND - 5.2%
C. S. Holdings (Bearer)   11,130  4,863,008  17599792
Fuchs Petrolub AG (Bearer)  14,750  5,399,920  37899222
Industrieholding Cham AG (Reg.)  3,100  2,047,752  85599922
Jelmoli Grand Magasins SA (Reg.)  5,400  687,624  47469993
Merkur Holdings AG Ord. (Reg.)  8,500  2,225,627  59099393
Reisebuero Kuoni Part. Cert.  3,000  4,035,018  75999592
SMH (Schweizerische 
 Geselischaft) (Bearer)  7,500  4,178,273  80899294
SIG AG (Reg.)  2,500  2,427,378  83199893
Swiss Bank Corp.:
 (Reg.)  27,257  3,763,700  87083694
 (warrants) (a)  321  1,788  87087294
Swiss Reinsurance Corp.:
 (Reg.)  1,100  652,209  87099393
 Class B (warrants) (a)  1,500  11,938  87099399
Swisslog Holding AG (Reg.)  9,000  2,514,127  87099G22
 
 SHARES VALUE (NOTE 1)
 
Von Moos Holdings AG Ord. (a) (c)  33,500 $ 3,599,284  94099293
Winterthur Schweizerische 
 Versicherungs-Gesellschaft (Reg.)  5,250  2,502,786  97629994
  38,910,432
UNITED KINGDOM - 1.2%
Brown & Jackson PLC  19,000,000  932,520  11599092
Ladbroke Group PLC Ord.   1,325,000  3,295,209  50572799
Trafalgar House PLC Ord.   1,725,000  2,328,440  89270710
Wates City of London Properties PLC (a)  2,624,999  2,834,631  94299092
  9,390,800
UNITED STATES OF AMERICA - 12.8%
AMR Corp. (a)  47,000  2,590,875  00176510
Allstate Corp.   56,700  1,367,888  02000210
Amerada Hess Corp.   92,700  4,611,825  02355110
American Eagle Outfitters, Inc.   21,000  606,375  02553D10
American Ecology Corp.   25,400  215,900  02553310
Armco, Inc. (a)  660,400  4,705,350  04217010
BJ Services Co. (a)   19,300  393,238  05548210
Baker (J.), Inc.   171,000  2,885,625  05723210
Bruno's, Inc.   150,000  1,443,750  11688110
Burlington Industries, Inc. (a)  221,000  2,071,875  12169310
Caldor Corp. (a)  85,800  2,456,025  12878710
Casino America, Inc. (a)  144,400  1,552,300  14757510
Castech Aluminum Group  10,800  159,300  14838010
Chemical Banking Corp.   55,000  2,090,000  16372210
Cliffs Drilling Co. (a)  18,000  234,000  18682C10
Cobra Industries, Inc. (a)  71,000  310,625  19104E10
Dayton Hudson Corp.   32,900  2,549,750  23975310
Dresser Industries, Inc.   38,000  802,750  26159710
Enterra Corp. (a)  25,600  585,654  29380510
Exxon Corp.   61,000  3,835,375  30229010
GEON Co.   28,000  840,000  37246W10
Halliburton Co.   34,000  1,258,000  40621610
Harveys Casino Resorts  66,300  837,038  41782610
Helmerich & Payne, Inc.   32,000  1,000,000  42345210
International Business Machines Corp.   53,700  4,000,650  45920010
Kentucky Electric Steel, Inc. (a)  28,600  293,150  49127B10
Kerr-McGee Corp.   66,600  3,271,725  49238610
Kroger Co. (The) (a)  70,000  1,828,750  50104410
Lafarge Corp.   51,343  975,517  50586210
Liz Claiborne, Inc.   115,000  2,659,375  53932010
Medusa Corp.   47,400  1,078,350  58507230
Mellon Bank Corp.   16,589  922,763  58550910
OM Group, Inc.   90,000  1,800,000  67087210
Pfizer, Inc.   57,300  4,247,363  71708110
Philip Morris Companies, Inc.   26,000  1,592,500  71815410
RJR Nabisco Holdings Corp. (a)  468,700  3,222,313  74960K10
Reynolds Metals Co.   55,100  3,051,163  76176310
Ross Stores, Inc.   100,800  1,398,600  77829610
Santa Fe Pacific Corp.   21,700  333,638  80218310
Schering-Plough Corp.   47,000  3,348,750  80660510
Sears, Roebuck & Co.   96,000  4,752,000  81238710
Shawmut National Corp.   106,240  2,191,200  82048410
Station Casinos, Inc. (a)  199,900  2,598,700  85768910
Stop & Shop Companies, Inc. (a)  27,700  692,500  86209910
Sundstrand Corp.   23,000  1,046,500  86732310
Texaco, Inc.   34,300  2,242,363  88169410
Tidewater, Inc.   17,000  388,875  88642310
Tuboscope Vetco Corp. (a)  151,000  962,625  89860010
UAL Corp.   10,000  945,000  90254950
UDC Homes, Inc. (a)  60,200  142,975  90264610
Union Planters Corp.   63,542  1,461,466  90806810
Unisys Corp. (a)  105,000  1,115,625  90921410
United State Banknote Corp. (a)  125,000  328,125  91162310
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
UNITED STATES OF AMERICA - CONTINUED
Western Co. of North America (a)  55,000 $ 976,250  95804340
Westpoint Stevens, Inc. Class A (a)  95,400  1,419,075  96123810
Whitney Holding Corp.   27,000  600,750  96661210
Wolverine Tube, Inc. (a)  36,000  904,500  97809310
  96,196,654
TOTAL COMMON STOCKS
 (Cost $446,551,083)   469,583,365
PREFERRED STOCKS - 3.1%
CONVERTIBLE PREFERRED STOCKS - 0.8%
UNITED STATES OF AMERICA - 0.8%
Consolidated Freightways, Inc., Series C, 
 $1.54   67,300  1,489,013  20923720
Reynolds Metals Co. $3.31   21,500  1,128,750  76176350
Unisys Corp., Series A, $3.75  96,600  3,344,775  90921420
TOTAL CONVERTIBLE PREFERRED STOCKS   5,962,538
NONCONVERTIBLE PREFERRED STOCKS - 2.3%
GERMANY - 2.3%
BMW AG   5,563  2,034,680  05528393
Escada AG  (non-vtg.)  22,000  4,359,767  29605192
FAG Kugelfischer Georg Schaef   16,000  2,372,735  50105492
Herlitz AG   10,000  1,822,111  42799393
Kaufhof Holding AG   9,300  2,331,571  48615294
Moebel Walther AG   3,900  1,828,429  61099B22
Schwabengarage AG  10,086  2,448,140  80899392
TOTAL NONCONVERTIBLE PREFERRED STOCKS   17,197,433
TOTAL PREFERRED STOCKS
 (Cost $20,585,613)   23,159,971
CORPORATE BONDS - 0.7%
 MOODY'S RATINGS PRINCIPAL 
 (UNAUDITED) AMOUNT (B) 
CONVERTIBLE BONDS - 0.6%
GRAND CAYMAN - 0.3%
Filinvest Cayman Island Ltd.
 3 3/4%, 2/28/04 (d) - $ 3,000,000  2,520,000  317015AA
INDIA - 0.3%
SCICI Ltd. euro 3 1/2%, 
 4/1/04  -  2,400,000  2,376,000  79599KAB
TOTAL CONVERTIBLE BONDS   4,896,000
NONCONVERTIBLE BONDS - 0.1%
ITALY - 0.1%
Consorzio di Credito per le  Opere 
 Pubbliche 6%, 3/31/99 - ITL 1,300,000  676,863  210999AA
TOTAL CORPORATE BONDS
 (Cost $6,853,672)   5,572,863
GOVERNMENT OBLIGATIONS  (F) - 1.0%
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) AMOUNT (B) (NOTE 1)
ARGENTINA - 1.0%
Argentina Repubic:
 6 1/2%, 3/31/05 (d) (e) - $ 187,000 $ 134,874  039995AT
 BOCON 5.0625%, 4/1/01 B1  1,500,041  1,068,577  039995AF
 Brady Euro 
  4 1/4%, 3/31/23 B1  13,315,000  6,174,832  039995AD
TOTAL GOVERNMENT OBLIGATIONS
 (Cost $7,911,879)   7,378,283
REPURCHASE AGREEMENTS - 32.5%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
 (U.S. Treasury obligations), in a joint 
 trading account at 4.78% dated 
 10/31/94 due 11/1/94  $ 243,588,339  243,556,000  99799N9L
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $725,458,247)  $ 749,250,482
FORWARD FOREIGN CURRENCY CONTRACTS
  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
 4,431,990,000 JPY 11/7/94 to
    1/10/95 $ 45,873,861 $ (1,090,732)
 33,265,250 NOK 1/30/95  5,075,865  (220,333)
TOTAL CONTRACTS TO SELL
(Receivable amount $49,638,661) $ 50,949,726 $ (1,311,065)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES -- 6.8%
CURRENCY ABBREVIATIONS
ITL - Italian lira
JPY - Japanese yen
NOK - Norwegian krone
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(c) A company in which the fund has ownership of at least 5% of the voting
securities is an affiliated company. A summary of the transactions during
the period in which the issuers were affiliates is a follows:
 PURCHASES SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Econosto NV   $  $ 644,540 $ 102,055 $ 4,158,310
Geveke NV (a)   855,153  -  -  4,405,387
Von Moos Holdings AG Ord. (a)   -  -  -  3,599,284
TOTALS  $ 855,153 $ 644,540 $ 102,055 $ 12,162,981
(d) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $23,958,510 or 3.2% of net
assets.
(e) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. 
(f) Most foreign government obligations have not been individually rated by
S&P or Moody's.  The ratings listed are assigned to securities by FMR, the
fund's investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $499,611,929 and $275,297,269, respectively.
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 $46,548 for the period (see Note 5 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $725,564,224. Net unrealized appreciation aggregated
$23,686,258, of which $50,493,585 related to appreciated investment
securities and $26,807,327 related to depreciated investment securities. 
The fund hereby designates $14,230,731 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$7,957,704 or $0.15 per share.  Taxes paid to foreign countries were
$974,864 or $0.02 per share.
INDUSTRY DIVERSIFICATION 
As a Percentage of Total Value of Investments (Unaudited)
Aerospace & Defense   1.7%
Basic Industries   9.4
Construction & Real Estate   7.5
Durables    6.9
Energy    3.4
Finance   14.5
Government Obligations    1.0
Health   1.8
Holding  Companies   0.3
Industrial Machinery & Equipment   3.8
Media & Leisure   3.4
Nondurables   1.9
Retail & Wholesale   7.0
Services   0.8
Repurchase Agreements   32.5
Technology   2.0
Transportation   1.1
Utilities   1.0
    100.0%
WORLDWIDE
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                 <C>           <C>             
 OCTOBER 31, 1994                                                                                   
 
ASSETS                                                                                                                              
         
 
Investment in securities, at value (including repurchase agreements of $243,556,000) (cost $725,458,247) -         $ 749,250,482   
See accompanying schedule                                                                                          
 
Cash                                                                                                               875,333        
 
Receivable for investments sold                                                                                    6,758,750      
 
Receivable for fund shares sold                                                                                    5,967,606      
 
Dividends receivable                                                                                               1,279,242      
 
Interest receivable                                                                                                367,546        
 
Other receivables                                                                                                  7,487          
 
 TOTAL ASSETS                                                                                                      764,506,446    
 
LIABILITIES                                                                                                        
 
Payable for investments purchased                                                                     $ 6,485,685                   
 
Unrealized depreciation on foreign currency contracts                                                  1,311,065                    
 
Payable for fund shares redeemed                                                                      6,892,359                    
 
Accrued management fee                                                                                470,041                      
 
Other payables and accrued expenses                                                                   609,116                      
 
 TOTAL LIABILITIES                                                                                    15,768,266     
 
NET ASSETS                                                                                                         $ 748,738,180   
 
Net Assets consist of:                                                                                
 
Paid in capital                                                                                                     678,743,633   
 
Undistributed net investment income                                                                                 5,498,260      
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions                 41,987,225     
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign 
currencies                                                                                                           22,509,062     
 
NET ASSETS, for 53,651,275 shares outstanding                                                                       $ 748,738,180   
 
NET ASSET VALUE, offering price and redemption price per share ($748,738,180 (divided by) 53,651,275 shares)        $13.96         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>           <C>            
 YEAR ENDED OCTOBER 31, 1994                                                                    
 
INVESTMENT INCOME                                                                $ 8,405,722    
Dividends (including $102,055 received from affiliated issuers)                                 
 
Interest                                                                          7,002,209     
 
                                                                                  15,407,931    
 
Less foreign taxes withheld                                                       (974,864      
                                                                                 )              
 
 TOTAL INCOME                                                                     14,433,067    
 
EXPENSES                                                                                        
 
Management fee                                                     $ 4,088,335                  
 
Transfer agent fees                                                 1,903,267                   
 
Accounting fees and expenses                                        298,078                     
 
Non-interested trustees' compensation                               2,758                       
 
Custodian fees and expenses                                         399,207                     
 
Registration fees                                                   260,278                     
 
Audit                                                               45,517                      
 
Legal                                                               3,001                       
 
Miscellaneous                                                       5,204                       
 
 Total expenses before reductions                                   7,005,645                   
 
 Expense reductions                                                 (15,367       6,990,278     
                                                                   )                            
 
NET INVESTMENT INCOME                                                             7,442,789     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                             
Net realized gain (loss) on:                                                                    
 
 Investment securities (including                                   41,752,702                  
 realized loss of $58,355                                                                       
 on sales of investment in affiliated                                                           
 issuers)                                                                                       
 
 Foreign currency transactions                                      (820,648      40,932,054    
                                                                   )                            
 
Change in net unrealized appreciation (depreciation) on:                                        
 
 Investment securities                                              (3,222,085                  
                                                                   )                            
 
 Assets and liabilities in foreign                                  (1,461,921    (4,684,006    
 currencies                                                        )             )              
 
NET GAIN (LOSS)                                                                   36,248,048    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                  $ 43,690,837   
 
OTHER INFORMATION                                                                 $296,919      
Accounting fees paid to FSC                                                                     
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS   YEAR ENDED    YEAR ENDED    
                                    OCTOBER 31,   OCTOBER 31,   
                                    1994          1993          
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                 <C>             <C>             
Operations                                                                                          $ 7,442,789     $ 2,970,026     
Net investment income                                                                               
 
 Net realized gain (loss)                                                                           40,932,054      10,114,657     
 
 Change in net unrealized appreciation (depreciation)                                               (4,684,006      31,061,709     
                                                                                                    )                               
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                    43,690,837      44,146,392     
 
Distributions to shareholders:                                                                      (2,354,702      (2,497,555     
From net investment income                                                                          )               )               
 
 From net realized gain                                                                             (3,532,293      (158,811       
                                                                                                    )               )               
 
 TOTAL  DISTRIBUTIONS                                                                               (5,886,995      (2,656,366     
                                                                                                    )               )               
 
Share transactions                                                                                  948,710,537     277,973,551    
Net proceeds from sales of shares                                                                   
 
 Reinvestment of distributions                                                                      5,746,798       2,587,340      
 
 Cost of shares redeemed                                                                            (530,801,158    (138,399,750   
                                                                                                    )               )               
 
 Net increase (decrease) in net assets resulting from share transactions                            423,656,177     142,161,141    
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                           461,460,019     183,651,167    
 
NET ASSETS                                                                                          
 
 Beginning of period                                                                                 287,278,161     103,626,994    
 
 End of period (including undistributed net investment income of $5,498,260 and $3,525,845, 
respectively)                                                                                      $ 748,738,180   $ 287,278,161   
 
OTHER INFORMATION                                                                                  
Shares                                                                                             
 
 Sold                                                                                              69,814,518      23,493,059     
 
 Issued in reinvestment of distributions                                                           451,414         270,077        
 
 Redeemed                                                                                          (39,135,881     (11,997,236    
                                                                                                   )               )               
 
 Net increase (decrease)                                                                           31,130,051      11,765,900     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>   <C>   
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.               
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                       <C>                       <C>    <C>    <C>    <C>               
                          YEARS ENDED OCTOBER 31,                        MAY 30, 1990      
                                                                         (COMMENCEMENT     
                                                                         OF                
                                                                         OPOERATIONS) TO   
                                                                         OCTOBER 31,       
 
SELECTED PER-SHARE DATA   1994                      1993   1992   1991   1990              
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                    <C>         <C>         <C>         <C>         <C>         
Net asset value, beginning of period                                   $ 12.76     $ 9.63      $ 9.61      $ 8.95      $ 10.00     
 
Income from Investment Operations                                      
 
 Net investment income                                                 .08         .11         .20         .21         .05        
 
 Net realized and unrealized gain (loss)                               1.37        3.28        (.08)       .53         (1.10)     
 
 Total from investment operations                                      1.45        3.39        .12         .74         (1.05)     
 
Less Distributions                                                     (.10)       (.24)       (.10)       (.08)       -          
From net investment income                                             
 
 From net realized gain                                                (.15)       (.02) C     -           -           -          
 
 Total distributions                                                   (.25)       (.26)       (.10)       (.08)       -          
 
Net asset value, end of period                                         $ 13.96     $ 12.76     $ 9.63      $ 9.61      $ 8.95      
 
TOTAL RETURN A, B                                                      11.55%      36.10%      1.32%       8.33%       (10.50)%   
 
RATIOS AND SUPPLEMENTAL DATA                                           
 
Net assets, end of period (000 omitted)                                $ 748,738   $ 287,278   $ 103,627   $ 105,029   $ 94,851    
 
Ratio of expenses to average net assets                                1.32%       1.40%       1.51%       1.69%       2.00% D    
 
Ratio of expenses to average net assets before expense reductions      1.32%       1.40%       1.51%       1.69%       2.46% D    
 
Ratio of net investment income to average net assets                   1.40%       1.99%       2.02%       2.19%       2.09% D    
 
Portfolio turnover rate                                                69%         57%         130%        129%        123% D     
 
A TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.         
C INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME. 
D ANNUALIZED.                                                                                                               
 
</TABLE>
 
CANADA
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Canada Fund has
a 3% sales charge, which has been waived through June 30, 1995.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED                    PAST 1   PAST 5   LIFE OF   
OCTOBER 31, 1994                 YEAR     YEARS    FUND      
 
CANADA                           -3.37%   32.47%   109.17%   
 
CANADA (INCL. 3% SALES CHARGE)   -6.27%   28.50%   102.90%   
 
TSE 300 (Toronto Stock                                       
 Exchange 300) Index             0.73%    11.49%   77.83%    
 
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 November 17, 1987. You can compare the fund's figures to the
performance of the Toronto Stock Exchange (TSE) 300 index - a broad measure
of the performance of the Canadian stock market. This index includes
reinvested dividends and capital gains, if any, and excludes the effects of
sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED                    PAST 1   PAST 5   LIFE OF   
OCTOBER 31, 1994                 YEAR     YEARS    FUND      
 
CANADA                           -3.37%   5.79%    11.18%    
 
CANADA (INCL. 3% SALES CHARGE)   -6.27%   5.14%    10.70%    
 
TSE 300 (Toronto Stock                                       
 Exchange 300) Index             0.73%    2.20%    8.62%     
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
             Canada (309)    Toronto Stock Excha
    11/17/87         9700.00           10000.00
    11/30/87         9767.90           10153.53
    12/31/87        10446.90           10895.36
    01/31/88        10340.20           10759.36
    02/29/88        11048.30           11447.90
    03/31/88        11737.00           12111.13
    04/30/88        12008.60           12268.35
    05/31/88        11436.30           11947.11
    06/30/88        12319.00           12906.84
    07/31/88        12144.40           12762.32
    08/31/88        11562.40           12139.94
    09/30/88        11804.90           12401.15
    10/31/88        12357.80           12753.48
    11/30/88        12212.30           12830.11
    12/31/88        12480.81           13188.28
    01/31/89        13422.57           14213.27
    02/28/89        13045.86           13881.50
    03/31/89        13263.96           14027.96
    04/30/89        13531.61           14346.43
    05/31/89        13987.62           14383.31
    06/30/89        14661.73           14845.75
    07/31/89        15553.92           15890.01
    08/31/89        15633.23           16147.42
    09/30/89        15534.09           15922.92
    10/31/89        15316.00           15949.98
    11/30/89        15405.22           16197.04
    12/31/89        15849.09           16474.68
    01/31/90        14563.75           15023.40
    02/28/90        14646.68           14920.74
    03/31/90        14895.45           15084.12
    04/30/90        14180.22           13930.65
    05/31/90        15113.13           14884.87
    06/30/90        15465.56           14908.13
    07/31/90        15589.95           15161.03
    08/31/90        14688.14           14235.18
    09/30/90        14449.73           13514.44
    10/31/90        14066.20           13073.85
    11/30/90        14522.29           13439.96
    12/31/90        14978.59           14019.82
    01/31/91        15045.01           14077.13
    02/28/91        16428.84           15100.37
    03/31/91        17148.44           15213.01
    04/30/91        17281.28           15194.26
    05/31/91        18045.16           15713.88
    06/30/91        18067.30           15474.06
    07/31/91        18011.95           15696.55
    08/31/91        17856.96           15774.78
    09/30/91        17259.14           15380.42
    10/31/91        18023.02           16117.15
    11/30/91        17347.71           15691.20
    12/31/91        17627.42           15764.11
    01/31/92        17945.13           15903.64
    02/29/92        18051.04           15778.39
    03/31/92        17545.04           15003.00
    04/30/92        17333.23           14750.06
    05/31/92        17486.21           14781.51
    06/30/92        17392.07           14899.21
    07/31/92        17839.23           15353.94
    08/31/92        17568.58           15073.09
    09/30/92        16815.47           14065.44
    10/31/92        16744.87           14331.45
    11/30/92        16697.80           13610.56
    12/31/92        17121.47           14127.27
    01/31/93        17027.20           13986.24
    02/28/93        18087.72           14844.82
    03/31/93        19077.54           15446.95
    04/30/93        19572.44           16106.36
    05/31/93        19843.46           16559.37
    06/30/93        20856.85           16822.63
    07/31/93        20102.70           16806.78
    08/31/93        20609.39           17107.05
    09/30/93        19596.01           16373.43
    10/31/93        20998.25           17654.85
    11/30/93        20515.13           17182.05
    12/31/93        21482.46           18005.65
    01/31/94        22427.27           18880.15
    02/28/94        21470.65           18093.83
    03/31/94        20679.38           17332.87
    04/30/94        20525.85           17106.99
    05/31/94        20620.33           17383.62
    06/30/94        19486.57           16219.73
    07/31/94        19864.49           16810.87
    08/31/94        20608.52           17737.69
    09/30/94        20714.81           18158.66
    10/31/94        20289.65           17783.29
 
Let's say you invested $10,000 in Fidelity Canada Fund on its start date
and paid the 3% sales charge. By October 31, 1994, it would have grown to
$20,290 - a 102.90% increase on your initial investment. That compares to
$10,000 invested in the Toronto Stock Exchange (TSE) 300 index, which would
have grown to $17,783 over the same period - a 77.83% increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
CANADA
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with George Domolky, 
Portfolio Manager of Fidelity Canada Fund
Q. GEORGE, HOW HAS THE FUND PERFORMED?
A. For the year ended October 31, 1994, the fund had a total return of
- -3.37%. That lagged the Toronto Stock Exchange 300 index, the fund's
benchmark index, which posted a return of 0.73% for the same period.
Q. WHAT WERE THE REASONS BEHIND THE FUND'S PERFORMANCE?
A. Throughout the year, the fund and the Canadian market have seesawed, as
Canada's economic recovery and rising interest rates have had
countervailing influences on performance. At some times the fund's
performance has surpassed the index; at others, it has trailed. Over the
past six months, the fund's concentration on energy companies and small
emerging growth companies has been the most important factor influencing
the fund.
Q. AND THOSE TYPES OF STOCKS HAVEN'T DONE AS WELL?
A. Right. Energy stocks such as Canadian Natural Resources, Renaissance
Energy and Morrison Petroleums were hurt by the mild, cool summer weather
and the increased use of nuclear fuel by utilities. Natural gas prices
dropped precipitously from around $210 to about $135 per thousand cubic
feet. Over the long term, however, I believe the natural gas story,
specifically, and the energy story, in general, are intact. More and more
energy users are switching to natural gas, a cleaner fossil fuel than many
others including oil. Canada is the largest exporter of natural gas to the
U.S. I believe that over the long run, as the Texas Panhandle runs out of
natural gas, increased supply to the U.S. should significantly improve the
cash flow and earnings of Canadian natural gas companies. And, as the
global economic recovery expands, worldwide demand for oil and gasoline
will help boost prices.
Q. WHAT ABOUT THE SMALL EMERGING GROWTH COMPANIES?
A. They were hurt by market uncertainty caused by rising interest rates.
Investors tended to flock more to the larger capitalized stocks as a safety
net. In addition, as rates rose, fixed-income investments offering higher
yields may have been more appealing to some investors than the riskier
small company stocks. Paramount Resources, Rio Alto Exploration and Archer
Resources were three smaller stocks that disappointed. They all happen to
be energy companies as well. And Rogers Communications, a diversified media
company listed under utilities, underperformed because of increased
competition and an unfavorable cable pricing environment. Nevertheless, the
fund has retained a solid weighting in communications, newspaper, cable and
cellular companies because these are high growth areas that should benefit
from the economic turnaround. 
Q. WHERE DID YOU FIND POSITIVE RESULTS?
A. Companies that deal with base metals - such as Alcan Aluminium, Noranda
and Inco - were some of the stronger performers during the period. They did
well because the economic recovery fueled demand. I've increased the fund's
investments in this sector because it is believed economies will continue
to grow worldwide. Periods of economic growth benefited North America and
Europe in the 1980s, but this time Third World countries such as China,
India, Malaysia and Indonesia are benefiting from expansion. I believe
these countries will use more base metals as their economies reach a higher
level and such goods as household products and automobiles become more
attainable.
Q. THIS IDEA OF TAKING ADVANTAGE OF ECONOMIC RECOVERY SEEMS TO BE A
PREVAILING THEME.
A. Absolutely. Canadian natural resource companies are well-positioned to
take advantage of domestic and international growth. The fund has benefited
from an infusion of new assets because investors like the natural resource
orientation of Canada at this point in the cycle, as an inflation hedge.
The country can supply the rest of the world with base metals, energy, gold
and forest products, as the demand for housing, cars and household goods
increases. Although at times the fund had substantial cash that couldn't be
employed immediately, I've been successful at remaining nearly fully
invested.
Q. LET'S TOUCH UPON FOREST PRODUCTS AND GOLD.
A. Paper and forest products generally do well at this point in the
economic cycle. Newsprint, market pulp and fine paper prices are going up.
Lumber prices have declined recently because of a surplus due to a
short-term tapering off of the Canadian and U.S. housing markets. Timber
companies that the fund is invested in, such as Riverside Forest Products
and Slocan Forest Products, have suffered as prices have dropped, but still
are good long-term prospects. The fund is also heavily weighted in gold
stocks. Gold is an important commodity in Canada, especially now when
investors are turning to it as a hedge against inflation. It's important to
note, however, that if you added up all the world's gold stocks, they would
not even match the market capitalization of Coca-Cola.
Q. HOW HAS CANADA'S POLITICAL CLIMATE AFFECTED ITS STOCK 
MARKET AND CURRENCY?
A. Canada should be very attractive to the investor because it has a stable
government and a stable currency. The latest elections, which the Liberal
party won, have been a positive influence. The new premier is Jean
Chretien, a Quebecois who supports keeping the Canadian Federation
together, and who has enjoyed a favorability rating of around 60%. The
Canadian dollar declined this year before elections in Quebec, when it was
feared voters in that province would select candidates who want to create a
separate Quebec government. The separatist party won the provincial
elections, but received only 45% of the popular vote. In order to secede,
more than 50% of the voters would have to approve such a measure, which is
seen as being rather difficult. After the Quebec election, the Canadian
dollar rallied somewhat and the market responded favorably as well. Going
forward, with separation apparently not as probable as it seemed before,
the political backdrop is positive for both the market and the currency.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. Overall, I'm optimistic. Even though the past six months haven't gone as
well as I would have liked, I manage the fund for long-term performance. I
still believe the natural resource story will make the Canadian market
quite attractive, as worldwide demand increases because of economic growth.
Canada is a stable country with a democratic government, closely allied
politically and economically with the U.S. Its markets tend to be more
predictable than other foreign ones. Canada is participating nicely in the
global economic recovery, and its own economic growth bodes well for the
foreseeable future.
 
FUND FACTS
GOAL: to increase the value of the fund's 
shares by investing mainly in Canadian 
common stocks and convertible securities
START DATE: November 17, 1987
SIZE: as of October 31, 1994, more than 
$368 million
MANAGER: George Domolky, since November 17, 
1987; manager, Fidelity Select Food and 
Agriculture Portfolio, 1985-87; assistant, 
Fidelity Magellan Fund, 1983-86; joined 
Fidelity in 1981
(checkmark)
GEORGE DOMOLKY ON THE CANADIAN ECONOMY:
"The Canadian economy is presently recovering 
about as strongly as the American economy. The two 
economic systems are closely tied, with the U.S. 
usually about six to nine months ahead of Canada in 
the economic cycle. If one considers the U.S. 
economy to be strong now, it could mean that the 
Canadian economy may be very strong by late June 
1995.
"The Canadian stock market offers less choices than 
those in the U.S. Sometimes it takes a bit longer to 
develop positions in stocks because not as much is 
available. Canada's stock market did very well in 
1993, but in 1994 it has been more inconsistent, what I 
would call a `Show Me' kind of market; stocks really 
had to be compelling in order to attract investor 
interest. The domestic economy is recovering, but not 
many sectors showed much upside. The only sector 
that did well was base metals, because prices were 
heading up due to mild inflationary pressures. I expect 
other sectors, such as energy, could have a better 
pricing environment going forward. Stronger growth in 
Canada as well as the U.S. should help the whole 
national economy. 
"Canada and the U.S. are strong trading partners. 
About 75% of Canadian exports go to the U.S. and 
roughly 25% of Canadian imports come from the U.S. 
Of course, the North American Free Trade Agreement 
has served to solidify this relationship. The Canadian 
dollar historically aligns with the U.S. dollar, and has 
been a stable currency. Going forward, it is hoped the 
Canadian dollar will strengthen as the economy 
grows, giving foreign investors an added, positive 
bump. Canada's gross domestic product is expected 
to reach a strong 4% for the next two years, with 
inflation under 2%, a very unusual combination. I 
remain optimistic about Canada's potential."
(solid bullet)  The fund's net assets increased significantly during 
the period, from $173 million on April 30, 1994, to 
$368 million 
on October 31, 1994.
(solid bullet)  Energy (21.6%), Basic Industries (20.8%) and 
Finance (10.0%) were the top three industries 
represented in the fund as of October 31, 1994.
(solid bullet)  The fund has the authority to invest in derivative 
instruments such as futures and currency forward 
contracts, but  held no such investments during the 
period.
CANADA
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
United States 8.1%
Row: 1, Col: 1, Value: 8.1
Row: 1, Col: 2, Value: 91.90000000000001
Canada 91.9%
AS OF APRIL 30, 1994 
United States 5.8%
Row: 1, Col: 1, Value: 5.8
Row: 1, Col: 2, Value: 94.2
Canada 94.2%
ASSET ALLOCATION
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Stocks                   93.3           96.6           
 
Bonds                    3.3            1.8            
 
Short-term investments   3.4            1.6            
 
TOP TEN STOCKS 
                                      % OF FUND'S    % OF FUND'S    
                                      INVESTMENTS    INVESTMENTS    
                                                     6 MONTHS AGO   
 
American Barrick Resources Corp.                                    
(Precious Metals)                     4.8            0.6            
 
Alcan Aluminium Ltd.                                                
(Metals & Mining)                     4.7            1.8            
 
Seagram Co. Ltd.                                                    
(Beverages)                           4.4            -              
 
Noranda, Inc.                                                       
(Metals & Mining)                     4.1            3.1            
 
Inco Ltd.                                                           
(Metals & Mining)                     3.2            -              
 
Renaissance Energy Ltd.                                             
(Oil & Gas)                           2.7            2.0            
 
Canadian Natural Resources Ltd.                                     
(Oil & Gas)                           2.5            0.6            
 
Nova Corp.                                                          
(Gas)                                 2.4            -              
 
Bank of Nova Scotia Halifax                                         
(Banks)                               2.2            -              
 
Rogers Communications, Inc. Class B                                 
(Cellular)                            2.2            1.8            
 
TOP TEN INDUSTRIES 
                                   % OF FUND'S    % OF FUND'S    
                                   INVESTMENTS    INVESTMENTS    
                                                  6 MONTHS AGO   
 
Energy                             21.6           24.4           
 
Basic Industries                   20.8           21.3           
 
Finance                            10.0           2.9            
 
Precious Metals                    9.9            6.4            
 
Nondurables                        7.3            3.1            
 
Utilities                          5.6            3.1            
 
Media & Leisure                    5.2            8.4            
 
Industrial Machinery & Equipment   3.3            6.9            
 
Services                           2.1            1.5            
 
Retail & Wholesale                 2.1            5.2            
 
 
CANADA
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 93.1%
 SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - 20.8%
CHEMICALS & PLASTICS - 1.3%
Dupont Canada Inc., Class A, Series 1  26,700 $ 369,915  26590210
Intertape Polymer Group, Inc.   100,500  1,670,854  46091910
Maax, Inc. (a) (c)  278,300  2,364,835  57777C10
Maax, Inc. (warrant) (a)  8,333  35,405  57777C11
Winpak Ltd.   30,000  493,220  97535P10
  4,934,229
IRON & STEEL - 0.7%
Linamar Corp. (a)  157,700  2,068,330  53278L10
Samuel Manu-Tech, Inc.   25,000  443,344  79606J10
  2,511,674
METALS & MINING - 15.1%
Alcan Aluminium Ltd.   643,110  17,225,946  01371610
Cominco Ltd. (a)  190,600  3,644,123  20043510
Dia Met Minerals Ltd.:
 Class A (a)  7,000  87,930  25243K20
 Class B (a)  28,000  372,409  25243K30
Falconbridge Ltd. (a)  416,000  7,185,131  30609910
Inco Ltd.   390,477  11,757,446  45325840
Noranda, Inc.   765,744  14,994,064  65542210
  55,267,049
PAPER & FOREST PRODUCTS - 3.7%
Ainsworth Lumber Ltd. (a)  50,000  480,290  00891410
Canfor Corp. (a)  36,000  512,063  13790210
Doman Industries Ltd. Class B (non-vtg.), 
 Series 2  40,000  350,981  25703930
Donohue, Inc. Class B  41,600  453,393  25804110
Harmac Pacific, Inc. (special unit 
 warrants) (a)  1,000  1,265,379  41290411
International Forest Products Class A (a)  50,000  475,672  45953E10
MacMillan Bloedel Ltd.   300,000  4,211,772  55478320
Merfin Hygenic Products Ltd. (a)  456,200  1,365,210  58950K10
Noranda Forest, Inc.   179,000  1,537,574  65542L10
Riverside Forest Products  134,400  2,234,455  76890410
Slocan Forest Products Ltd.   73,800  736,173  83158C10
  13,622,962
TOTAL BASIC INDUSTRIES   76,335,914
CONGLOMERATES - 1.8%
Brascan Ltd. Class A  410,000  6,361,991  10550240
Federal Industries Ltd. Class A (a)  49,800  248,383  31345330
  6,610,374
CONSTRUCTION & REAL ESTATE - 1.4%
BUILDING MATERIALS - 0.1%
Global Stone (a)  100,000  378,690  37936Q10
CONSTRUCTION - 0.2%
Firan Corp. (a)  140,000  393,099  31809110
Royal Lepage Ltd. (a)  100,000  232,756  78033W10
  625,855
REAL ESTATE - 0.3%
Cambridge Shopping Centres Ltd.   105,900  1,046,597  13250910
Markborough Properties, Inc. (a)  200,000  344,330  57052F10
  1,390,927
REAL ESTATE INVESTMENT TRUSTS - 0.8%
Trizec Ltd.   400,000  2,918,684  89693310
TOTAL CONSTRUCTION & REAL ESTATE   5,314,156
 
 SHARES VALUE (NOTE 1)
DURABLES - 1.3%
AUTOS, TIRES, & ACCESSORIES - 0.8%
Armor All Products Corp.   24,400 $ 552,050  04225610
Discount Auto Parts, Inc. (a)  22,900  349,225  25464210
Meridian Technologies, Inc. (a)  214,600  852,312  58978510
Stackpole Ltd. (a)  85,000  722,282  85232N10
UAP, Inc. Class A  45,150  467,063  90255810
  2,942,932
CONSUMER DURABLES - 0.2%
Unican Security Systems Ltd. Class B  45,000  689,954  90458940
HOME FURNISHINGS - 0.3%
Dorel Industries Class A (vtg.) (a)(d)  105,000  630,380  25822C30
Leons Furniture Ltd.  60,000  465,512  52668210
  1,095,892
TOTAL DURABLES   4,728,778
ENERGY - 21.6%
ENERGY SERVICES - 1.0%
Akita Drilling Ltd. Class A 
 (non-vtg.) (a)  60,700  188,377  00990510
Dreco Energy Services Ltd. Class A (a)  200  1,750  26152820
Enserv Corp. (a)  94,700  787,214  29357B10
Nowsco Well Service Ltd.   127,700  1,792,811  67012210
Precision Drilling Class A (a)  53,900  597,407  74022D10
Veritas Energy Service, Inc. (a)  40,000  251,228  92343H10
  3,618,787
OIL & GAS - 20.6%
Anderson Exploration Ltd. (a)  352,000  4,161,524  03390110
Archer Resources Ltd. (a)  199,700  2,434,736  03950K10
Barrett Resources Corp. (a)  45,000  894,375  06848020
Barrington Petroleum Ltd. (a)  153,000  650,054  06862610
Beau Canada Exploration  908,300  1,375,857  07428010
Blue Range Resource Corp. Class A (a)  30,900  242,593  09579K10
Canadian Natural Resources Ltd. (a)  671,600  9,118,595  13638510
Canadian Occidental Petroleum Ltd.   55,000  1,336,036  13642010
Chancellor Energy Resources (a)  380,000  631,765  15882910
Conwest Exploration Ltd.   53,200  953,264  21291010
DEKALB Energy Corp. Class B (a)  79,500  1,291,875  24487410
Ensign Resource Service Group Ord. (a)  68,100  236,502  29357T10
Excel Energy, Inc. (warrants) (a)  25,000  185  30065492
Gardiner Oil & Gas, Ltd. (a)  86,600  391,935  36553R10
Grad & Walker Energy Corp.   174,100  1,511,564  38391010
Gulf Canada Corp. (a)  80,000  302,952  40218L30
Home Oil Co. Ltd. (a)  130,000  1,820,000  43727F10
Intensity Resources Ltd. (a)  50,500  102,243  45816E10
Inverness Petroleum Ltd. (a)  475,200  3,686,853  46190810
Morgan Hydrocarbons, Inc. (a)  347,000  1,314,054  61790010
Morrison Petroleums Ltd.   654,000  4,349,205  61847310
Newfield Exploration Co. (a)  34,500  832,313  65129010
Northern Reef Exploration (a)  68,600  310,471  66566H10
Northstar Energy Corp. (a)  189,500  1,942,818  66703R10
Pan East Petroleum Corp., Inc. (a)  430,000  1,239,148  69790520
Pancanadian Petroleum Ltd.   96,700  3,063,518  69890020
Paramount Resources Ltd.   301,400  3,312,760  69932010
Petromet Resources Ltd. Ord. (a)  20,000  134,851  71673110
Poco Petroleums Ltd. (a)  190,000  1,193,335  73036110
Ranger Oil Ltd.   100,000  665,016  75280510
Renaissance Energy Ltd. (a)  419,722  9,730,503  75966610
Renaissance Energy Ltd. (a)(d)  15,000  347,748  75966692
Rigel Energy Corp. (a)  143,000  1,967,987  76655L10
Rio Alto Exploration Ltd. (a)  576,300  3,353,426  76689210
Rio Alto Exploration Ltd. (a)(d)  11,000  64,008  76689292
Serenpet, Inc. (a)  50,000  249,381  81750M10
Strike Energy, Inc. (a)  264,000  497,431  86331L10
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Summit Resources Ltd.   218,300 $ 1,411,406  86624610
Talisman Energy, Inc. (a)  125,000  2,655,448  87425E10
Tarragon Oil & Gas Ltd.  (a)  341,500  4,100,472  87629E20
Transwest Energy, Inc. (a)  311,100  514,917  89392110
Tri Link Resources Ltd. Class A (a)  84,900  815,532  89557D10
Ulster Petroleums Ltd. (a)  120,000  407,876  90384010
  75,616,532
TOTAL ENERGY   79,235,319
FINANCE - 9.9%
BANKS - 6.9%
Bank of Montreal  170,000  3,156,057  06367110
Bank of Nova Scotia Halifax  400,000  8,127,980  06414910
Canadian Imperial Bank of Commerce  210,000  4,965,456  13606910
Royal Bank of Canada  180,000  3,773,968  78008710
Toronto Dominion Bank   340,000  5,150,184  89116050
  25,173,645
CREDIT & OTHER FINANCE - 1.4%
Power Corporation of Canada  65,000  900,543  73923910
Trimark Financial Corp.  145,300  4,133,484  89621H10
  5,034,027
SECURITIES INDUSTRY - 1.6%
First Marathon, Inc. Class A (non-vtg.)  154,300  1,482,173  32076L20
Investors Group, Inc.  170,000  2,009,827  46152H10
Mackenzie Financial Corp.  321,000  2,075,406  55453110
Power Financial Corp.   20,000  426,719  73927C10
  5,994,125
TOTAL FINANCE   36,201,797
HEALTH - 0.8%
DRUGS & PHARMACEUTICALS - 0.6%
Bristol-Myers Squibb Co.   23,600  1,377,650  11012210
Noven Pharmaceuticals, Inc. (a)  23,500  358,375  67000910
Zenon Environmental, Inc. (a)  65,600  345,365  98942B10
  2,081,390
MEDICAL EQUIPMENT & SUPPLIES - 0.2%
Owens and Minor, Inc.   55,000  818,125  69073210
MEDICAL FACILITIES MANAGEMENT - 0.0%
Spectral Diagnostics, Inc. (a)  10,000  164,407  84757410
TOTAL HEALTH   3,063,922
INDUSTRIAL MACHINERY & EQUIPMENT - 3.3%
Champion Road Machinery Ltd. (d)  20,000  181,032  15864C92
Eagle Precision Tech.  159,400  706,690  26990010
Enerflex Systems Ltd.   15,000  196,734  29265B10
Exco Technologies Ltd. (a) (c)  972,800  5,930,169  30150P10
Finning Ltd.   128,300  1,967,137  31807140
Osmonics, Inc.   25,000  362,500  68835010
Trojan Technologies Corp. (a)  290,400  1,931,206  89692410
Valmont Industries, Inc.   48,700  815,738  92025310
  12,091,206
MEDIA & LEISURE - 5.2%
BROADCASTING - 0.3%
Cogeco, Inc.   40,000  232,756  19238T10
Shaw Cablesystems Ltd. Class B (d)  88,000  666,494  82028K20
Videotron Group Ltd.   36,800  353,493  92558H10
  1,252,743
 
 SHARES VALUE (NOTE 1)
 
ENTERTAINMENT - 0.2%
Alliance Communications Corp. (a)  10,000 $ 124,691  01855R10
Cinar Films, Inc. (a)  82,000  416,559  17190510
  541,250
LODGING & GAMING - 1.1%
Four Seasons Hotels, Inc.   351,500  4,123,148  35100E10
PUBLISHING - 3.5%
Hollinger, Inc.  21,500  210,496  43556C10
Thomson Corp.   457,598  5,494,489  88490310
Torstar Corp. Class B  409,000  7,026,452  89147420
  12,731,437
RESTAURANTS - 0.1%
Cara Operations Ltd.   91,500  236,635  14075420
Spectra Group of Great Restaurants, Inc. 
 Class A (non-vtg.) (a)  4,900  24,892  84756E20
  261,527
TOTAL MEDIA & LEISURE   18,910,105
NONDURABLES - 7.3%
AGRICULTURE - 0.0%
DEKALB Genetics Corp. Class B  4,700  141,000  24487820
BEVERAGES - 4.9%
Dr. Pepper/Seven-Up Companies, Inc. (a)  82,900  2,103,588  25613130
Seagram Co. Ltd.   521,700  16,045,932  81185010
  18,149,520
FOODS - 2.4%
Ault Foods Ltd.   197,300  2,259,689  05150E10
Corporate Foods Ltd.   55,300  597,601  21989210
RalCorp Holdings, Inc.   25,900  524,612  75102510
Ralston Purina Co.   30,000  1,275,000  75127730
Stokeley USA, Inc. (a)  10,000  93,750  86150210
SYSCO Corp.   28,300  703,963  87182910
Tootsie Roll Industries, Inc.   24,937  1,549,211  89051610
Weston George Ltd.   55,000  1,645,916  96114850
  8,649,742
TOTAL NONDURABLES   26,940,262
PRECIOUS METALS - 9.7%
Aber Resources Ltd.   38,600  221,044  00291610
Agnico Eagle Mines Ltd.   246,100  3,136,828  00847410
American Barrick Resources Corp.   737,400  17,572,065  02451E10
Battle Mountain Gold Co.   37,500  417,188  07159310
Euro-Nevada Mining Corp.   43,000  1,163,686  29870P10
Franco Nevada Mining Corp.   35,600  2,137,289  35186010
Kinross Gold Corp. (a)  256,000  1,442,348  49690210
Placer Dome, Inc.   330,000  7,132,300  72590610
Prime Resources Group, Inc. (a)  70,300  551,918  74157L10
Rayrock Yellowknife Resources, Inc. (a)  46,200  571,803  75509N10
Teck Corp. Class B (sub.-vtg.)  50,000  955,961  87874220
Viceroy Resources Corp. (a)  10,000  62,807  92564C10
  35,365,237
RETAIL & WHOLESALE - 2.1%
GENERAL MERCHANDISE STORES - 1.0%
Hudsons Bay Co. Ord.   116,000  2,314,257  44420410
Sears Canada, Inc.   200,000  1,256,142  81234D10
  3,570,399
GROCERY STORES - 1.1%
Loblaw Companies Ltd.   141,800  2,200,318  53948110
Van Houtte (A.L.)  175,500  1,750,656  92090410
  3,950,974
TOTAL RETAIL & WHOLESALE   7,521,373
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
SERVICES - 2.1%
ADVERTISING - 0.1%
ADVO-Systems, Inc.   30,000 $ 532,500  00758510
PRINTING - 1.3%
Moore Corporation Ltd.   245,000  4,457,920  61578510
Paxar Corp. (a)  21,375  227,109  70422710
  4,685,029
SERVICES - 0.7%
Arbor Memorial Services, Inc. 
 Class B (non-vtg.)  43,300  543,909  03891620
G & K Services, Inc. Class A  117,500  1,938,750  36126810
  2,482,659
TOTAL SERVICES   7,700,188
TECHNOLOGY - 0.2%
COMMUNICATIONS EQUIPMENT - 0.2%
Northern Telecom Ltd.   10,047  361,910  66581510
SR Telecom, Inc.   44,100  386,956  78464P10
  748,866
UTILITIES - 5.6%
CELLULAR - 3.2%
BCE Mobile Communications, Inc.   46,900  1,442,504  05534G10
Call-Net Enterprises, Inc. (a)  78,000  489,895  13091010
Call-Net Enterprises Class B
 (non-vtg.) (a)  78,000  446,669  13091020
Rogers Cantel Mobile Communications, 
 Inc. Class B (non-vtg.) (a)  40,000  1,219,197  77510210
Rogers Communications, Inc. Class B (a)  548,600  8,056,619  77510920
  11,654,884
GAS - 2.4%
Nova Corp.   895,070  8,845,869  66994310
TOTAL UTILITIES   20,500,753
TOTAL COMMON STOCKS
 (Cost $329,699,311)   341,268,250
PREFERRED STOCKS - 0.2%
CONVERTIBLE PREFERRED STOCKS - 0.1%
PRECIOUS METALS - 0.1%
Battle Gold Co.  2,000  126,250  07159330
NONCONVERTIBLE PREFERRED STOCKS - 0.1%
FINANCE - 0.1%
SECURITIES INDUSTRY - 0.1%
A G F Management Ltd. Class A   41,400  428,271  00109210
TOTAL PREFERRED STOCKS
 (Cost $584,121)   554,521
CORPORATE BONDS - 0.5%
 MOODY'S RATINGS PRINCIPAL 
 (UNAUDITED) AMOUNT (B) 
CONVERTIBLE BONDS - 0.4%
CONSTRUCTION & REAL ESTATE - 0.4%
REAL ESTATE - 0.4%
Markborough Properties, Inc. 
 6%, 3/14/04  - CAD 2,700,000 1,615,990  57052FAA
 
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) AMOUNT (B) (NOTE 1)
NONCONVERTIBLE BONDS - 0.1%
PRECIOUS METALS - 0.1
Agnico Eagle Mines Ltd. yankee 
 3 1/2%, 1/27/04 B1 $ 220,000 $ 182,600  008474AA
TOTAL CORPORATE BONDS
 (Cost $2,183,331)  1,798,590
GOVERNMENT OBLIGATIONS (E) - 2.8%
Canadian Government 7 3/4%, 
 9/01/99 (Cost $10,004,948) Aaa CAD 14,500,000 10,382,015  135087VE
REPURCHASE AGREEMENTS - 3.4%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
 (U.S. Treasury obligations), in a joint 
 trading account at 4.78% dated 
 10/31/94 due 11/1/94  $ 12,412,648  12,411,000  99799N9L
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $354,882,711)  $ 366,414,376
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(c) A company in which the fund has ownership of at least 5% of the voting
securities is an affiliated company. A summary of the transactions during
the period in which the issuers were affiliates is a follows:
 PURCHASES SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Exco Technologies Ltd. (a)  $ 1,542,435 $ - $ - $ 5,930,169
Maax, Inc. (a)   -  -  -  2,364,835
TOTALS  $ 1,542,435 $ - $ - $ 8,295,004
(d) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $1,889,662 or 0.5% of net
assets.
(e) Most foreign government obligations have not been individually rated by
S&P or Moody's.  The ratings listed are assigned to securities by FMR, the
fund's investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $390,158,264 and $124,567,870, respectively.
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 $76,201 for the period (see Note 5 of Notes to Financial
Statements).
The fund participated in the bank borrowing program.  The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $3,867,000 and $1,799,400, respectively. The
weighted average interest rate was 4.15% (see Note 7 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $355,554,959. Net unrealized appreciation aggregated
$10,859,417, of which $24,911,151 related to appreciated investment
securities and $14,051,734 related to depreciated investment securities. 
For the period, interest and dividends from foreign countries were
$2,982,714 or $0.14 per share.  Taxes paid to foreign countries were
$403,620 or $0.02 per share.
At October 31, 1994, the fund had a capital loss carryforward of
approximately $5,787,129  all of which will expire on October 31, 2002.
CANADA
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                 <C>           <C>             
 OCTOBER 31, 1994                                                                                   
 
ASSETS                                                                                              
 
Investment in securities, at value (including repurchase agreements of $12,411,000) (cost $354,882,711) - See      $ 366,414,376   
accompanying schedule                                                                                              
 
Cash                                                                                                               258            
 
Receivable for investments sold                                                                                    6,108,148      
 
Receivable for fund shares sold                                                                                    4,005,609      
 
Dividends receivable                                                                                               581,689        
 
Interest receivable                                                                                                154,882        
 
Other receivables                                                                                                  417,242        
 
 TOTAL ASSETS                                                                                                      377,682,204    
 
LIABILITIES                                                                                                        
 
Payable for investments purchased                                                                    $ 4,439,443                   
 
Payable for fund shares redeemed                                                                     4,359,632                    
 
Accrued management fee                                                                                238,877                      
 
Other payables and accrued expenses                                                                  314,227                      
 
 TOTAL LIABILITIES                                                                                                 9,352,179      
 
NET ASSETS                                                                                                         $ 368,330,025   
 
Net Assets consist of:                                                                                             
 
Paid in capital                                                                                                    $ 363,269,721   
 
Accumulated net investment (loss)                                                                                  (11,337        
                                                                                                                   )               
 
Accumulated undistributed net realized gain (loss) on investments                                                  (6,459,378     
                                                                                                                   )               
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies         11,531,019     
 
NET ASSETS, for 21,437,341 shares outstanding                                                                      $ 368,330,025   
 
NET ASSET VALUE, offering price and redemption price per share ($368,330,025 (divided by) 21,437,341 shares)       $17.18         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>           <C>            
 YEAR ENDED OCTOBER 31, 1994                                                                    
 
INVESTMENT INCOME                                                                $ 2,768,354    
Dividends                                                                                       
 
Interest                                                                          721,856       
 
                                                                                  3,490,210     
 
Less foreign taxes withheld                                                       (403,620      
                                                                                 )              
 
 TOTAL INCOME                                                                     3,086,590     
 
EXPENSES                                                                                        
 
Management fee                                                      1,653,893                   
Basic fee                                                                                       
 
 Performance adjustment                                             60,175                      
 
Transfer agent fees                                                 1,267,509                   
 
Accounting fees and expenses                                        129,531                     
 
Non-interested trustees' compensation                               1,042                       
 
Custodian fees and expenses                                         67,942                      
 
Registration fees                                                   165,228                     
 
Audit                                                               30,998                      
 
Legal                                                               1,107                       
 
Interest                                                            1,037                       
 
Miscellaneous                                                       2,624                       
 
 Total expenses before reductions                                   3,381,086                   
 
 Expense reductions                                                 (2,288        3,378,798     
                                                                   )                            
 
NET INVESTMENT INCOME (LOSS)                                                      (292,208      
                                                                                 )              
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                             
Net realized gain (loss) on:                                                                    
 
 Investment securities                                              (5,854,478                  
                                                                   )                            
 
 Foreign currency transactions                                      10,377        (5,844,101    
                                                                                 )              
 
Change in net unrealized appreciation (depreciation) on:                                        
 
 Investment securities                                              1,033,207                   
 
 Assets and liabilities in foreign currencies                       (646          1,032,561     
                                                                   )                            
 
NET GAIN (LOSS)                                                                   (4,811,540    
                                                                                 )              
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                  $ (5,103,748   
                                                                                 )              
 
OTHER INFORMATION                                                                 $5,130        
Deferred sales charges withheld                                                                 
 by FDC                                                                                         
 
 Accounting Fees paid by FSC                                                      $129,038      
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                                                                 <C>             <C>             
                                                                                                    YEAR ENDED      YEAR ENDED      
                                                                                                    OCTOBER 31,     OCTOBER 31,     
                                                                                                    1994            1993            
 
INCREASE (DECREASE) IN NET ASSETS                                                                                                   
 
Operations                                                                                          $ (292,208      $ (406,210      
Net investment income (loss)                                                                        )               )               
 
 Net realized gain (loss)                                                                            (5,844,101      (215,792       
                                                                                                    )               )               
 
 Change in net unrealized appreciation (depreciation)                                                1,032,561       9,798,514      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                     (5,103,748      9,176,512      
                                                                                                    )                               
 
Distributions to shareholders:                                                                       -               (30,615        
From net investment income                                                                                          )               
 
 In excess of net realized gain                                                                      (242,990        -              
                                                                                                    )                               
 
 TOTAL  DISTRIBUTIONS                                                                                (242,990        (30,615        
                                                                                                    )               )               
 
Share transactions                                                                                   568,300,531     232,403,520    
Net proceeds from sales of shares                                                                                                   
 
 Reinvestment of distributions                                                                       238,390         29,289         
 
 Cost of shares redeemed                                                                             (290,839,654    (167,302,323   
                                                                                                    )               )               
 
 Net increase (decrease) in net assets resulting from share transactions                             277,699,267     65,130,486     
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                            272,352,529     74,276,383     
 
NET ASSETS                                                                                                                          
 
 Beginning of period                                                                                 95,977,496      21,701,113     
 
 End of period (including accumulated net investment loss of $11,337 and $237,885, respectively)    $ 368,330,025   $ 95,977,496    
 
OTHER INFORMATION                                                                                                                   
Shares                                                                                                                              
 
 Sold                                                                                                32,698,397      13,751,993     
 
 Issued in reinvestment of distributions                                                             13,408          2,020          
 
 Redeemed                                                                                            (16,658,932     (9,894,449     
                                                                                                    )               )               
 
 Net increase (decrease)                                                                             16,052,873      3,859,564      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>   <C>   
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.               
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                       <C>                       <C>    <C>    <C>    <C>    
                          YEARS ENDED OCTOBER 31,                               
 
SELECTED PER-SHARE DATA   1994                      1993   1992   1991   1990   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                     <C>         <C>        <C>        <C>        <C>        
Net asset value, beginning of period                                    $ 17.82     $ 14.23    $ 16.28    $ 13.57    $ 15.45    
 
Income from Investment Operations                                       
 
 Net investment income (loss)                                           -           (.15)      (.02) C    .03 C      .05 C     
 
 Net realized and unrealized gain (loss)                                (.60)       3.76       (1.11)     3.59       (1.24)    
 
 Total from investment operations                                       (.60)       3.61       (1.13)     3.62       (1.19)    
 
Less Distributions                                                      -           (.02)      -          (.06)      (.01)     
From net investment income                                              
 
 From net realized gain                                                 -           -          (.92)      (.85)      (.68)     
 
 In excess of net realized gain                                         (.04)       -          -          -          -         
 
 Total distributions                                                    (.04)       (.02)      (.92)      (.91)      (.69)     
 
Net asset value, end of period                                          $ 17.18     $ 17.82    $ 14.23    $ 16.28    $ 13.57    
 
TOTAL RETURN A, B                                                       (3.37)%     25.40%     (7.09)%    28.13%     (8.16)%   
 
RATIOS AND SUPPLEMENTAL DATA                                            
 
Net assets, end of period (000 omitted)                                 $ 368,330   $ 95,977   $ 21,701   $ 23,327   $ 17,736   
 
Ratio of expenses to average net assets                                 1.57%       2.00%      2.00%      2.01%      2.05%     
 
Ratio of expenses to average net assets before expense reductions       1.57%       2.00%      2.07%      2.26%      2.31%     
 
Ratio of net investment income to average net assets                    (.14)%      (.66)%     (.11)%     .17%       .34%      
 
Portfolio turnover rate                                                 59%         131%       55%        68%        164%      
 
A TOTAL RETURNS DO  NOT INCLUDE THE ONE TIME SALES CHARGE.              
B THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIOD(S) SHOWN. 
C NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD. 
 
</TABLE>
 
EUROPE
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). The fund has a
3% sales charge.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED                    PAST 1   PAST 5   LIFE OF   
OCTOBER 31, 1994                 YEAR     YEARS    FUND      
 
EUROPE                           15.41%   54.28%   137.39%   
 
EUROPE (INCL. 3% SALES CHARGE)   11.95%   49.65%   130.27%   
 
Morgan Stanley Europe Index      11.24%   65.67%   137.56%   
 
Average European Region Fund     9.13%    44.57%   105.77%   
 
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 October 1, 1986. You can compare the fund's figures to the
performance of the Morgan Stanley Europe index - a broad measure of the
performance of stocks in Europe, weighted by each country's market
capitalization (or the total value of its outstanding shares). You can also
compare the fund's performance to the average European region fund which
currently reflects the performance of 30 funds with similar objectives
tracked by Lipper Analytical Services. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effects of sales
charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED                    PAST 1   PAST 5   LIFE OF   
OCTOBER 31, 1994                 YEAR     YEARS    FUND      
 
EUROPE                           15.41%   9.06%    11.28%    
 
EUROPE (INCL. 3% SALES CHARGE)   11.95%   8.40%    10.86%    
 
Morgan Stanley Europe Index      11.24%   10.62%   11.29%    
 
Average European Region Fund     9.13%    7.52%    9.24%     
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
              Europe (301)       Europe Index
     10/01/86            9700.00          10000.00
     10/31/86            9690.30          10061.24
     11/30/86           10078.30          10600.17
     12/31/86           10485.70          10866.14
     01/31/87           11563.06          11347.33
     02/28/87           12300.92          11751.88
     03/31/87           12922.28          12332.46
     04/30/87           13456.26          12815.21
     05/31/87           13679.56          12743.90
     06/30/87           14232.95          13107.17
     07/31/87           15252.37          13548.56
     08/31/87           15572.75          13660.75
     09/30/87           16135.86          13749.78
     10/31/87           11737.82          11135.61
     11/30/87           11213.55          10645.49
     12/31/87           12048.50          11264.74
     01/31/88           11475.68          10802.62
     02/29/88           11533.94          11438.32
     03/31/88           12067.91          11753.00
     04/30/88           12407.72          11972.00
     05/31/88           12271.80          11748.03
     06/30/88           11999.95          11629.54
     07/31/88           11873.74          11655.59
     08/31/88           11252.38          11126.51
     09/30/88           11776.65          11732.04
     10/31/88           12582.48          12818.60
     11/30/88           12737.81          12976.68
     12/31/88           12751.83          13046.37
     01/31/89           13357.17          13518.81
     02/28/89           13386.94          13365.30
     03/31/89           13615.18          13462.17
     04/30/89           14200.67          13835.82
     05/31/89           13813.65          13126.86
     06/30/89           14190.75          13668.45
     07/31/89           15460.97          15277.34
     08/31/89           15341.89          15086.51
     09/30/89           16036.54          15345.58
     10/31/89           14925.09          14339.46
     11/30/89           15798.37          15135.61
     12/31/89           16874.84          16764.74
     01/31/90           17085.65          16719.83
     02/28/90           16643.95          16319.18
     03/31/90           17145.88          16549.43
     04/30/90           16804.57          16110.24
     05/31/90           17838.54          17421.38
     06/30/90           18581.39          18033.25
     07/31/90           19705.71          18792.65
     08/31/90           17356.69          16929.38
     09/30/90           15640.09          14935.59
     10/31/90           16342.79          16194.23
     11/30/90           16322.71          16356.96
     12/31/90           16100.11          16120.73
     01/31/91           16418.62          16663.17
     02/28/91           17415.24          18120.73
     03/31/91           16480.27          16904.64
     04/30/91           16439.17          16727.91
     05/31/91           16511.09          17221.35
     06/30/91           15062.39          15776.03
     07/31/91           15822.70          16867.89
     08/31/91           16141.21          17175.85
     09/30/91           16726.85          17692.04
     10/31/91           16367.25          17319.34
     11/30/91           15874.07          16911.64
     12/31/91           16769.90          18234.47
     01/31/92           16844.24          18229.22
     02/29/92           17046.03          18299.21
     03/31/92           16461.90          17658.79
     04/30/92           17545.20          18633.42
     05/31/92           18405.47          19693.79
     06/30/92           18235.54          19327.03
     07/31/92           17577.06          18636.54
     08/31/92           17630.16          18575.77
     09/30/92           17354.03          18268.54
     10/31/92           16058.32          16993.88
     11/30/92           16047.70          16985.58
     12/31/92           16346.72          17375.24
     01/31/93           16260.11          17404.43
     02/28/93           16357.54          17603.55
     03/31/93           17429.28          18509.13
     04/30/93           18003.04          18917.36
     05/31/93           18219.55          19120.87
     06/30/93           17710.75          18841.54
     07/31/93           17721.57          18906.21
     08/31/93           19161.38          20565.25
     09/30/93           19139.73          20501.36
     10/31/93           19951.65          21355.45
     11/30/93           19561.93          20894.47
     12/31/93           20787.26          22463.18
     01/31/94           22287.60          23607.14
     02/28/94           21765.74          22771.11
     03/31/94           21156.91          22126.61
     04/30/94           21765.74          23042.85
     05/31/94           20928.60          22063.34
     06/30/94           20678.54          21831.69
     07/31/94           21624.41          22975.89
     08/31/94           22309.34          23704.62
     09/30/94           22004.93          22764.65
     10/31/94           23026.90          23756.36
 
Let's say you invested $10,000 in Fidelity Europe Fund on its start date
and paid the 3% sales charge. By October 31, 1994, it would have grown to
$23,027 - a 130.27% increase on your initial investment. That compares to
$10,000 invested in the Morgan Stanley Europe index, which would have grown
to $23,756 over the same period - a 137.56% increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
EUROPE
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with Sally Walden, 
Portfolio Manager of Fidelity Europe Fund
Q. SALLY, HOW DID THE FUND DO?
A. The fund has performed well. It returned 15.41% for the year ending
October 31, 1994. That is more than both the average European fund which
returned 9.13% according to Lipper Analytical Services and the Morgan
Stanley Europe index which returned 11.24% for the same time period.
Q. WHAT FACTORS CONTRIBUTED TO PERFORMANCE?
A. The strength of European markets and the weakness of the U.S. dollar
contributed to returns. I think the fund did well because I'm a stock
picker and several of the stocks I own have done very well.
Q. WHAT IS AN EXAMPLE?
A. Nokia, a cellular communications company and the fund's largest holding,
is up nearly 75% from six months ago and has had a large impact on overall
performance. The cellular phone industry is growing all over the globe, and
Nokia is a manufacturer of GSM, a digital standard in Europe and the
fastest growing segment of the cellular business. Nokia is located in
Finland where a low-cost manufacturing base has given it an advantage over
its competitors in the export business.
Q. HAS YOUR INVESTMENT STRATEGY CHANGED RECENTLY?
A. Not really. My focus remains on growth stocks. I prefer to pick strong,
growing companies and hold them at least 12-18 months and often much
longer. I continue to be heavily invested in media stocks since
deregulation and technology are always creating new opportunities.
Financial service companies, especially those with exposure to the fast
growing areas of life insurance and other savings products, continue to
hold my interest.
Q. HOW DO YOU DETERMINE THE COUNTRY DIVERSIFICATION WITHIN THE FUND?
A. The fund is a mix of stocks that are held for their own individual
reasons; where the stock happens to be listed is secondary. That said, I
have recently noticed some disparity of performance among the different
markets in Europe. The strongest performers have tended to be in the Nordic
area in countries such as Sweden and Finland where the export boom started.
In the major markets, Germany and Switzerland have done well while France
and the United Kingdom have been weak. The U.K. is the largest market in
Europe - 35% of the European index. Shareholders of the fund should
understand that the fund is underweighted in the U.K. even though it's the
fund's largest position with 26.5% of the fund invested there. 
Q. HOW HAVE RISING INTEREST RATES IN EUROPE INFLUENCED YOUR STOCK PICKING?
A. Interest rates themselves haven't influenced my selection although they
are the reason that some stocks have performed as badly as they have. Since
I don't rotate the fund through sectors, I'm not likely to own financial
stocks when rates are going down and vice versa. Higher rates haven't made
me want to own different kinds of stocks.
Q. CAN YOU DESCRIBE OTHER TOP 10 INVESTMENTS IN THE FUND?
A. Of course. VNU is a Dutch publishing company that owns major stakes in
two dominant commercial television stations. Its recent cost cutting has
improved margins in its magazine and newspaper activities. Another is
Skandia, a Swedish insurance company which is experiencing tremendous
growth in the sale of its unit-linked life insurance policies in the U.S.
and Europe. International Cabletel is a NASDAQ-listed cable company doing
business in the U.K. Cable television is still in its infancy in the U.K.,
but the stock is very attractive due to the company's ability to offer
telephone as well as television services. Natuzzi - which is not part of
the top 10 - is an Italian company and is the world leader in leather
furniture manufacturing. Its sophisticated systems and skilled work force
give it a significant cost advantage over its competitors. It has a major
market share in the United States and is now rapidly increasing its market
share in Europe and the Far East.
Q. WHAT STOCK PICKS HAVE BEEN DISAPPOINTING?
A. Schering comes to mind as a stock that hasn't done as well as it should
have. A German pharmaceutical company, Schering has been a long-term
holding of this fund. I still own a lot of it but recent performance has
been listless. Investors are skeptical of the company's plans to double its
profit margins. I think it's possible, but lingering doubts are keeping the
stock's price down. The stock price is much more affected by the fact that
the company has recently introduced a drug for multiple sclerosis.
Investors are questioning whether or not there's a competing drug coming
out and whether pricing will be sustained. Once investors begin focusing on
the underlying pharmaceutical business, the stock price should improve.
Q. YOU HAVE RECENTLY ADDED SEVERAL STAINLESS STEEL STOCKS TO YOUR
PORTFOLIO. WHAT'S THE ATTRACTION?
A. In a nutshell, stainless steel is a growth market while there is
structural erosion of the carbon steel market. Of the three stainless steel
stocks that the fund currently owns, none was previously available to
investors in its current form. Ugine, a French company, was a new issue in
June; Outokumpu was recently privatized by the Finnish government; and
Avesta Sheffield, a Swedish company, is a product of a merger. Due to their
unfamiliarity with the sector, it took European investors a while to
realize that stainless steel is very different from ordinary carbon steel
and in fact replaces carbon in some manufactured products. 
Q. WHAT'S YOUR OUTLOOK FOR THE FUND?
A. Increasing interest rates across Europe have made the markets nervous.
However, company profits are booming and earnings are growing in many
European markets. The earnings momentum should be the driving force going
forward and I expect the fund's holdings to profit from it. 
 
FUND FACTS
GOAL: to increase the value of the fund's 
shares by investing mainly in common stocks 
in Western Europe
START DATE: October 1, 1986
SIZE: as of October 31, 1994, more than 
$507 million
MANAGER: Sally Walden, since July 1992; also 
manages various funds for non-U.S. investors, 
joined Fidelity in 1984
(checkmark)
SALLY WALDEN ON GROWTH STOCKS IN 
SMALL INDUSTRIES:
"I prefer growth stocks to recovery stocks. One of the 
most pleasant situations for me is to find a good 
growth company with a niche in an industry that's not 
big enough for a larger company to enter and 
compete. A good example is Ares Serono, a Swiss 
company that has created a drug to treat infertility. It 
dominates the world in infertility treatment and has a 
70% global market share. Because infertility treatment 
is generally not reimbursable, it is not affected by 
healthcare reform. In addition to the fact that Ares 
Serono's effective drugs are also well-priced, the 
company is also positively impacted by worldwide 
demographics. Often, couples who experience 
infertility problems are older and more affluent and in a 
much better position to pay for uncovered medical 
treatments. Though infertility treatment is a 
worldwide market, it's a fairly small therapeutic area, 
hardly worth the barriers of entry to compete against 
a company that dominates such a large portion of 
the market. 
"Another dominant company in a small industry is 
Arjo, a Swedish company. Arjo owns massive market 
share in lifting equipment, apparatus that lifts 
incapacitated patients in hospitals. This is a company 
that, along with having a dominant product in a 
relatively small industry, is benefitting from structural 
change. In this case, the change is legislative. More 
working days are lost in hospitals due to nurses and 
orderlies who are stricken with back problems 
resulting from lifting and moving patients. Nursing 
unions in Europe have been vocal about hospitals 
installing this type of equipment. As a result, hospitals 
and nursing homes which install patient lifting 
equipment pay lower insurance premiums for their 
workers. In the U.K. it's obligatory for hospitals to have 
the equipment, and Germany is beginning to 
implement the same regulations. I expect that many 
other European countries won't be far behind. Arjo 
and Ares Serono are great investments because they 
manufacture products that are in great demand in 
markets that aren't large enough for anyone else to 
compete."
DISTRIBUTIONS
The Board of Trustees of Fidelity Europe Fund voted 
to pay on December 12, 1994, to shareholders of 
record at the opening of business on December 9, 
1994, a distribution of $.11 derived from capital gains 
realized from sales of portfolio securities and a 
dividend of $.20 from net investment income.
EUROPE
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
United States 6.3%
Sweden 7.9%
Row: 1, Col: 1, Value: 6.3
Row: 1, Col: 2, Value: 26.5
Row: 1, Col: 3, Value: 6.6
Row: 1, Col: 4, Value: 5.2
Row: 1, Col: 5, Value: 5.9
Row: 1, Col: 6, Value: 4.3
Row: 1, Col: 7, Value: 4.5
Row: 1, Col: 8, Value: 10.3
Row: 1, Col: 9, Value: 6.9
Row: 1, Col: 10, Value: 5.1
Row: 1, Col: 11, Value: 10.5
Row: 1, Col: 12, Value: 7.9
France 10.5%
United
Kingdom 26.5%
 Belgium 5.1%
Finland 6.9%
Switzerland 6.6%
Germany 10.3%
Netherlands 4.5%
Spain 5.2%
Other 5.9%
Italy 4.3%
AS OF APRIL 30, 1994 
United States 3.6%
Belgium 6.1%
Row: 1, Col: 1, Value: 3.6
Row: 1, Col: 2, Value: 24.8
Row: 1, Col: 3, Value: 9.699999999999999
Row: 1, Col: 4, Value: 6.2
Row: 1, Col: 5, Value: 6.6
Row: 1, Col: 6, Value: 4.6
Row: 1, Col: 7, Value: 3.9
Row: 1, Col: 8, Value: 5.1
Row: 1, Col: 9, Value: 11.5
Row: 1, Col: 10, Value: 11.3
Row: 1, Col: 11, Value: 6.6
Row: 1, Col: 12, Value: 6.1
Finland 6.6%
United
Kingdom 24.8%
France 11.3%
Germany 11.5%
Switzerland 9.7%
Netherlands 5.1%
Sweden 6.2%
Italy 3.9%
Spain 6.6%
Other 4.6%
ASSET ALLOCATION
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Stocks                   94.8           97.3           
 
Bonds                    0.2            0.1            
 
Short-term investments   5.0            2.6            
 
TOP TEN STOCKS 
                                          % OF FUND'S    % OF FUND'S    
                                          INVESTMENTS    INVESTMENTS    
                                                         6 MONTHS AGO   
 
Nokia AB Free shares                                                    
(Finland, Electrical Equipment)           3.5            2.9            
 
Schering AG                                                             
(Germany, Drugs &                                                       
Pharmaceuticals)                          1.9            2.2            
 
Telecom Italia Ord.                                                     
(Italy, Telephone Services)               1.7            2.2            
 
Skandia International Holding Co.  ADR                                  
(Sweden, Insurance)                                                     
                                          1.6            0.8            
 
Audiofina                                                               
(Belgium, Broadcasting)                   1.3            1.8            
 
International Cabletel, Inc.                                            
(United States, Broadcasting)             1.2            1.0            
 
Gehe AG                                                                 
(Germany, Medical Equipment & Supplies)                                 
                                          1.2            1.2            
 
Reisebuero Kuoni AG Part. Cert.                                         
(Switzerland,  Entertainment)             1.2            1.6            
 
TF-1                                                                    
(France, Broadcasting)                    1.1            1.0            
 
VNU Ord.                                                                
(Netherlands, Publishing)                 1.1            1.1            
 
TOP TEN INDUSTRIES 
                                   % OF FUND'S    % OF FUND'S    
                                   INVESTMENTS    INVESTMENTS    
                                                  6 MONTHS AGO   
 
Finance                            15.5           16.3           
 
Media & Leisure                    14.0           14.6           
 
Health                             9.2            9.4            
 
Durables                           7.6            6.9            
 
Industrial Machinery & Equipment   7.6            5.0            
 
Retail & Wholesale                 7.3            6.8            
 
Utilities                          6.8            8.2            
 
Nondurables                        5.4            6.9            
 
Transportation                     4.5            4.0            
 
Construction & Real Estate         4.5            5.8            
 
 
EUROPE
INVESTMENTS OCTOBER 31, 1994 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 91.4%
 SHARES VALUE (NOTE 1)
BELGIUM - 4.9%
Audiofina  12,606 $ 6,707,705  05099292
Colruyt SA  11,840  2,723,028  19681599
Generale de Banque SA  16,112  3,913,994  37199592
GIB Holdings Ltd.   80,835  3,158,618  37499A23
Immob de Belgique  22,255  2,015,656  45099592
Quick Restaurants SA   50,185  3,887,856  74899B22
UCB Group  3,507  2,711,218  90262799
   25,118,075
BERMUDA - 0.4%
Bona Shipholdings Ltd. (a)  237,760  1,999,971  09776C93
DENMARK - 1.7%
Kobenhaven Lufthave AS  47,090  2,734,955  49999B22
Teledanmark AS Class B  57,045  3,284,072  87924292
Unidanmark AS Class A (a)  65,400  2,621,109  92399792
   8,640,136
FINLAND - 6.1%
America Group Ltd. Class A  114,835  2,770,416  02351210
Kone Corp. Class B Ord.   26,000  3,096,718  50400092
Nokia AB Free shares  118,430  17,837,859  65599992
Outokumpu OY Class A (a)  130,820  2,772,213  69099992
Repola OY  126,000  2,642,686  75999A92
WSOY (Werner Soderstrom) Class B  23,360  1,675,462  94299J23
   30,795,354
FRANCE - 10.5%
Assurances Generales (Reg.)  67,810  2,770,901  04557510
BIC  38,590  4,761,420  08899292
BNP Ord.   92,045  4,558,879  05599996
BQE National Paris Ord. (a)  10,698  2,147,291  05599994
Ecco SA  32,243  4,166,248  27399292
Eiffage SA  11,282  1,918,148  27599522
Eurafrance (Ste)  395  136,771  29899892
Immeubles de France, Ste Des  33,036  2,760,222  44999C22
Omnium Gestion Financement SA  17,416  2,541,420  68099792
Publications Filippachi  13,070  2,460,863  75599999
Renault SA Part. Cert.  6,700  2,250,909  75999F92
Salomon SA Class A  6,504  2,516,169  93099292
Scor SA  93,370  2,050,094  80999992
TF-1  56,120  5,823,002  90399999
Taittinger SA  3,980  1,925,619  87657794
Thomson C.S.F (a)  82,100  2,228,577  88431610
Total SA Class B  58,758  3,812,163  20434510
Ugine SA  38,691  2,909,437  90299G22
Ugine SA (c)  21,000  1,579,132  90299G23
   53,317,265
GERMANY - 7.9%
Bayer AG  18,416  4,309,620  07273010
BMW AG   7,927  4,085,403  05528310
Duerr Beteiligungs AG (RFD) (a)  9,150  3,924,688  26499292
Gehe AG  17,881  6,111,943  68199492
Holsten Brauerei AG  6,005  1,385,692  43899D92
Otto Reichelt AG  16,720  3,780,416  69199A92
Rhoen Klinikum AG  2,600  2,330,707  76299494
Schering AG  14,210  9,492,233  80658510
Veba  AG Ord.   14,091  4,722,769  92239110
   40,143,471
 
 SHARES VALUE (NOTE 1)
IRELAND - 1.1%
CRH PLC  653,650 $ 3,636,196  12626K10
IWP International (U.K. Reg.)  405,370  2,155,551  45199A93
   5,791,747
ITALY - 4.3%
Fila Holding Spa sponsored ADR  168,650  2,803,806  31685010
Industrie Natuzzi Spa ADR  160,700  5,182,575  45647810
Istituto Mobiliare Italiano  160,990  1,056,782  45777M92
Istituto Nazionale Delle Assicurazionl 
 Spa (a)  1,500,000  2,172,150  46523492
Mondadori (Arnoldo) Editore Spa (c)  216,900  1,962,195  60999B23
Telecom Italia Ord.   3,125,400  8,551,376  87999R22
   21,728,884
NETHERLANDS - 4.5%
Heineken NV  35,535  5,197,518  42301210
Internationale Nederlanden Groep NV  97,370  4,558,531  46099892
PolyGram NV Ord.   78,600  3,497,893  73173392
Unilever NV ADR  33,310  3,955,563  90478450
VNU Ord.   50,860  5,432,149  92399010
   22,641,654
NORWAY - 2.0%
Bergesen Group :  08399010
 Class A  71,780  1,558,884  08399010
 Class B  32,480  710,353  08399011
Color Lines (a)  560,465  2,074,365  19699492
Helikopter Service AS  152,465  1,912,079  42499192
Oslo Havnelager (a)  48,700  18,620  68499D22
Smedvig Tankships Ltd. (a)  268,850  2,097,017  83169E92
Veidekke AS  106,100  1,817,420  93699592
   10,188,738
PORTUGAL - 0.7%
Banco Espirito Santo e Commercial 
 de Lisboa (Reg.)  167,200  3,427,764  06699M22
SPAIN - 5.2%
Banco Popular Espanol  21,130  2,650,318  05999110
Corporacion Financiera Alba SA  89,870  4,376,903  15199010
Corporacion Mapfre Cia  International
 de Reaseguros SA (Reg.)  91,170  4,025,310  16899192
El Aguila SA (a)  177,063  1,378,335  28299292
Empresa Nacional de Electricidad SA 
 Ord.   56,810  2,603,508  29244710
FOCSA (Fomento de Obras Y 
 Construcciones SA)  44,295  4,456,024  34418599
Hidroelectrica del Cantabrico SA Class C  63,540  1,927,760  42899999
Iberdrola SA  280,275  1,846,124  45499892
Repsol SA Ord.   99,970  3,196,646  76026T10
   26,460,928
SWEDEN - 7.9%
Arjo AB (c)  222,820  4,046,716  04069792
Astra AB Class A Free shares  154,615  4,201,230  04632292
Autoliv AB (a)  78,000  2,767,793  05279892
Avesta Sheffield AB Ord. Free shares (a)  410,021  4,095,597  05399892
Bergman & Beving AB Class B 
 Free shares  133,580  2,593,950  08399622
Catena AB Class A Free shares  209,800  1,934,438  14999G22
Custos AB Class A Free shares  127,270  1,653,539  23299A22
ICB Shipping Class B  410,270  3,095,056  44999B92
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
SWEDEN - CONTINUED
SKF AB Ord. (a)  140,240 $ 2,566,542  78437530
Skandia International Holding Co. 
 ADR  448,543  8,208,817  83055510
Volvo AB Class B  239,800  4,757,107  92885630
   39,920,785
SWITZERLAND - 6.6%
Ares Serono SA Class B (Bearer)  8,240  4,459,371  03999392
Baloise Holding (Reg.)  1,765  3,322,105  05899195
Baloise Holding (warrants) (a)  2,405  31,582  05899196
BBC Brown Boveri & Cie (Bearer)  5,640  4,838,774  05599099
Intershop Holding AG (Bearer)  4,740  2,082,356  46299592
Nestle SA (Reg.)  3,286  3,070,246  64106992
Oerlikon-Buhrle Holding Ltd. (Reg.) (a)  45,525  4,710,108  67199092
Reisebuero Kuoni AG :  75999593
 (Bearer)  50  1,432,551  75999593
 Part. Cert.  4,516  6,074,047  75999592
Swiss Reinsurance Corp. (Reg.)  6,353  3,766,801  87099393
   33,787,941
UNITED KINGDOM - 26.3%
Abbey National PLC Ord.   410,810  2,792,769  00281099
Allied Lyons PLC  265,660  2,594,919  01925510
Angerstein Underwriting Trust PLC  1,584,400  2,203,473  03499A22
Argyll Group PLC Ord.   656,901  2,805,197  04099210
Arjo Wiggins Appleton PLC   500,530  2,194,764  04199592
Associated British Ports Holdings
 PLC Ord.  718,670  3,233,591  04599392
BAA PLC Ord.   412,034  3,471,869  10999999
Barclays PLC Ord.   398,500  3,794,672  06738E10
Boots Co. PLC  425,000  3,685,430  09999410
Burton Group PLC Ord.   1,981,030  2,123,030  12304910
Cadbury-Schweppes PLC Ord.  327,516  2,331,013  12720910
Chubb Security PLC  450,060  2,363,733  17299B92
CLM Insurance Fund PLC  1,424,100  2,050,433  18899322
Comcast UK Cable Partners PLC 
 Class A (a)  86,000  1,720,000  20099622
Compass Group PLC Ord.   617,807  3,285,183  20499192
De La Rue PLC  168,303  2,698,616  24642110
Flextech PLC (a)  356,810  2,796,377  33999392
Hazlewood Foods PLC Ord.  798,700  1,620,427  42199292
Kwik Save Group PLC Ord.   184,085  1,647,513  50124310
London Insurance Market Investment 
 Trust PLC  1,615,390  2,484,438  54199F22
MFI Furniture Group PLC  1,176,297  2,540,472  55299392
Mirror Group Newspaper PLC   2,190,690  5,053,856  60499792
Pearson PLC   246,010  2,551,908  70509991
Prudential Corp. PLC  1,007,000  5,255,855  74399992
Racal Electronics PLC Ord.   631,500  2,634,732  74981510
Rank Organization PLC  479,700  3,178,689  75304110
Reuters Holdings PLC Ord.   338,000  2,654,490  76132410
Royal Bank of Scotland Group PLC Ord.  536,890  3,847,536  78009792
Scottish & Newcastle Brewers PLC  471,802  3,992,856  80987810
Scottish Hydro-Electric PLC Ord.  255,925  1,339,941  81013395
Scottish Power PLC ADR (c)  39,200  2,303,000  81013T40
Scottish Television PLC  220,400  1,568,642  81099210
Smith (W.H.) Group PLC Ord.   326,110  2,481,077  83199393
Smithkline Beecham PLC Ord. Units  603,600  3,676,860  83237850
Standard Chartered Bank PLC  810,000  3,896,327  85256810
Storehouse PLC  715,000  2,538,572  86211210
Takare PLC Ord.  1,141,380  4,229,817  94499792
Tesco PLC Ord.  1,192,510  4,585,141  88157510
Ulster Television PLC Ord.  256,800  2,962,152  94299492
United Newspapers PLC Ord.   238,960  1,986,149  91120210
Vendome Luxury Group PLC SA  358,189  3,041,605  92299E22
 
 SHARES VALUE (NOTE 1)
 
Vodafone Group PLC  1,551,745 $ 5,376,098  92857T92
Westminster Health Care Holdings PLC  455,000  2,694,901  96099B92
Wickes PLC  1,674,390  2,424,500  96699392
Woolworth Holdings PLC Ord.   296,654  2,300,656  98088610
Zeneca Group PLC Ord.   180,670  2,539,231  98934D92
   133,552,510
UNITED STATES OF AMERICA - 1.3%
International Cabletel, Inc. (a)  204,000  6,324,000  45921610
TOTAL COMMON STOCKS
 (Cost $381,014,674)   463,839,223
PREFERRED STOCKS - 3.4%
CONVERTIBLE PREFERRED STOCKS - 0.2%
UNITED KINGDOM - 0.2%
MAI PLC 5.90% cumulative  507,530  772,268  55699093
NONCONVERTIBLE PREFERRED STOCKS - 3.2%
FINLAND - 0.8%
Nokia AB  26,300  3,972,723  65599910
GERMANY - 2.4%
Boss (Hugo) AG  5,310  3,333,426  44451094
Hornback AG   2,360  2,511,056  44050799
Moebel Walther AG   6,785  3,180,998  61099B22
Porsche AG:  73380110
 Ord. (a)  6,610  2,822,025  73380110
 (RFD) (a)  1,287  524,642  73380193
   12,372,147
TOTAL NONCONVERTIBLE PREFERRED STOCKS   16,344,870
TOTAL PREFERRED STOCKS
 (Cost $11,943,203)   17,117,138
CONVERTIBLE BONDS - 0.2%
 MOODY'S RATINGS PRINCIPAL 
 (UNAUDITED) AMOUNT (B) 
BELGIUM - 0.2%
Audiofina 5%, 
 12/31/96 -- LUF 26,010,000  846,220  050992AE
NORWAY - 0.0%
Color Lines 7 1/2%, 
 12/31/00 -- NOK 2,433  364,645  196994AB
TOTAL CONVERTIBLE BONDS
 (Cost $1,113,542)   1,210,865
REPURCHASE AGREEMENTS - 5.0%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
 (U.S. Treasury obligations), in a 
 joint trading account at 4.78% 
 dated 10/31/94 due 11/1/94 $ 25,445,378  25,442,000  99799N9L
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $419,513,419)  $ 507,609,226
CURRENCY ABBREVIATIONS
LUF - Luxembourg franc
NOK - Norwegian krone
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(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 $9,891,043 or 1.9% of net
assets.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $230,608,703 and $319,489,637, respectively.
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 $182 for the period (see Note 5 of Notes to Financial
Statements).
The fund participated in the bank borrowing program.  The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $61,887,000 and $19,804,595, respectively. The
weighted average interest rate was 3.58% (see Note 7 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $420,108,215. Net unrealized appreciation aggregated
$87,501,011, of which $102,016,259 related to appreciated investment
securities and $14,515,248 related to depreciated investment securities. 
The fund hereby designates $2,243,378 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$11,195,540 of $0.47 per share. Taxes paid to foreign countries were
$1,489,986 or $0.06 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Aerospace & Defense   1.4%
Basic Industries   4.0
Construction & Real Estate   4.5
Durables    7.6
Energy    1.4
Finance   15.5
Health   9.2
Holding  Companies   1.9
Industrial Machinery & Equipment   7.6
Media & Leisure   14.0
Nondurables   5.4
Retail & Wholesale   7.3
Services   2.9
Repurchase Agreements   5.0
Technology   1.0
Transportation   4.5
Utilities   6.8
    100.0%
EUROPE
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                 <C>            <C>             
 OCTOBER 31, 1994                                                                                                 
 
ASSETS                                                                                                            
 
Investment in securities, at value (including repurchase agreements of $25,442,000) (cost $419,513,419) - See       $ 507,609,226   
accompanying schedule                                                                                               
 
Cash                                                                                                                 881            
 
Receivable for investments sold                                                                                     11,899,629     
 
Receivable for fund shares sold                                                                                     7,531,624      
 
Dividends receivable                                                                                                2,992,439      
 
Interest receivable                                                                                                 17,434         
 
 TOTAL ASSETS                                                                                                       530,051,233    
 
LIABILITIES                                                                                                         
 
Payable for investments purchased                                                                  $ 14,061,535                   
 
Payable for fund shares redeemed                                                                   7,766,268                     
 
Accrued management fee                                                                             340,792                       
 
Other payables and accrued expenses                                                                422,518                       
 
 TOTAL LIABILITIES                                                                                                   22,591,113     
 
NET ASSETS                                                                                                          $ 507,460,120   
 
Net Assets consist of:                                                                                              
 
Paid in capital                                                                                                     $ 415,052,130   
 
Undistributed net investment income                                                                                 2,640,665      
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions                 1,648,591      
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies          88,118,734     
 
NET ASSETS, for 23,959,234 shares outstanding                                                                       507,460,120   
 
NET ASSET VALUE and redemption price per share ($507,460,120 (divided by) 23,959,234 shares)                        $21.18         
 
Maximum offering price per share (100/97.00 of $21.18)                                                              $21.84         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 YEAR ENDED OCTOBER 31, 1994               
 
 
<TABLE>
<CAPTION>
<S>                                                                <C>           <C>            
INVESTMENT INCOME                                                                $ 11,298,493   
Dividends                                                                                       
 
Interest                                                                          1,030,869     
 
                                                                                  12,329,362    
 
Less foreign taxes withheld                                                       (1,489,986    
                                                                                 )              
 
 TOTAL INCOME                                                                     10,839,376    
 
EXPENSES                                                                                        
 
Management fee                                                      3,321,337                   
Basic fee                                                                                       
 
 Performance adjustment                                             243,702                     
 
Transfer agent fees                                                 2,242,731                   
 
Accounting fees and expenses                                        296,042                     
 
Non-interested trustees' compensation                               2,949                       
 
Custodian fees and expenses                                         355,372                     
 
Registration fees                                                   73,260                      
 
Audit                                                               41,330                      
 
Legal                                                               5,044                       
 
Interest                                                            72,956                      
 
Miscellaneous                                                       6,025                       
 
 Total expenses before reductions                                   6,660,748                   
 
 Expense reductions                                                 (3,406        6,657,342     
                                                                   )                            
 
NET INVESTMENT INCOME                                                             4,182,034     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                             
Net realized gain (loss) on:                                                                    
 
 Investment securities                                              52,588,570                  
 
 Foreign currency transactions                                      (820,442      51,768,128    
                                                                   )                            
 
Change in net unrealized appreciation (depreciation) on:                                        
 
 Investment securities                                              12,898,390                  
 
 Assets and liabilities in foreign                                  (1,574,714    11,323,676    
 currencies                                                        )                            
 
NET GAIN (LOSS)                                                                   63,091,804    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                  $ 67,273,838   
 
OTHER INFORMATION                                                                 $814,169      
Sales charges paid to FDC                                                                       
 
 Deferred sales charges withheld                                                  $85,678       
 by FDC                                                                                         
 
 Accounting fees paid to FSC                                                      $294,804      
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                 <C>             <C>             
INCREASE (DECREASE) IN NET ASSETS                                                                   YEAR ENDED      YEAR ENDED      
                                                                                                    OCTOBER 31,     OCTOBER 31,     
                                                                                                    1994            1993            
 
Operations                                                                                          $ 4,182,034     $ 7,012,018     
Net investment income                                                                               
 
 Net realized gain (loss)                                                                           51,768,128      (2,768,371     
                                                                                                                    )               
 
 Change in net unrealized appreciation (depreciation)                                              11,323,676      93,922,600     
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                   67,273,838      98,166,247     
 
Distributions to shareholders from net investment income                                           (2,098,083      (8,045,499     
                                                                                                   )               )               
 
Share transactions                                                                                 549,191,101     549,154,003    
Net proceeds from sales of shares                                                                  
 
 Reinvestment of distributions                                                                     2,047,747       7,889,216      
 
 Cost of shares redeemed                                                                           (637,883,238    (549,458,481   
                                                                                                   )               )               
 
 Net increase (decrease) in net assets resulting from share transactions                           (86,644,390     7,584,738      
                                                                                                   )                               
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                          (21,468,635     97,705,486     
                                                                                                   )                               
 
NET ASSETS                                                                                         
 
 Beginning of period                                                                               528,928,755     431,223,269    
 
 End of period (including undistributed net investment income of $2,640,665 and $9,334,982, 
respectively)                                                                                    $ 507,460,120   $ 528,928,755   
 
OTHER INFORMATION                                                                                
Shares                                                                                           
 
 Sold                                                                                            27,996,564      33,375,671     
 
 Issued in reinvestment of distributions                                                         109,623         525,251        
 
 Redeemed                                                                                        (32,845,483     (33,714,940    
                                                                                                 )               )               
 
 Net increase (decrease)                                                                         (4,739,296      185,982        
                                                                                                 )                               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>   <C>   
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.               
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                       <C>                       <C>    <C>      <C>    <C>    
                          YEARS ENDED OCTOBER 31,                                 
 
SELECTED PER-SHARE DATA   1994                      1993   1992 E   1991   1990   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                     <C>         <C>         <C>         <C>         <C>         
Net asset value, beginning of period                                    $ 18.43     $ 15.12     $ 15.93     $ 16.28     $ 15.04     
 
Income from Investment Operations                                       
 
 Net investment income                                                  .18         .25         .27         .43 D       .46        
 
 Net realized and unrealized gain (loss)                                2.65        3.35        (.57)       (.40)       .97        
 
 Total from investment operations                                       2.83        3.60        (.30)       .03         1.43       
 
Less Distributions                                                      (.08)       (.29)       (.48)       (.35)       (.19)      
From net investment income                                              
 
 From net realized gain                                                  -           -           (.03) C     (.03) C     -          
 
 Total distributions                                                    (.08)       (.29)       (.51)       (.38)       (.19)      
 
Net asset value, end of period                                          $ 21.18     $ 18.43     $ 15.12     $ 15.93     $ 16.28     
 
TOTAL RETURN A, B                                                        15.41%      24.24%      (1.89)%     .15%        9.50%      
 
RATIOS AND SUPPLEMENTAL DATA                                            
 
Net assets, end of period (000 omitted)                                 $ 507,460   $ 528,929   $ 431,223   $ 297,831   $ 389,273   
 
Ratio of expenses to average net assets                                 1.35%       1.25%       1.22%       1.31%       1.45%      
 
Ratio of net investment income to average net assets                    .85%        1.44%       2.38%       2.83%       2.87%      
 
Portfolio turnover rate                                                  49%         76%         95%         80%         148%       
 
A TOTAL RETURNS DO  NOT INCLUDE THE ONE TIME SALES CHARGE.              
B THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.  
C INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
D INCLUDES $.05 PER SHARE FROM RECOVERY OF FOREIGN TAXES PREVIOUSLY WITHHELD ON DIVIDEND AND INTEREST PAYMENTS. 
E AS OF NOVEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION ACCOUNTING.  
 
</TABLE>
 
EUROPE CAPITAL APPRECIATION
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Europe Capital
Appreciation Fund has a 3% sales charge, which has been waived since the
fund's start on December 21, 1993 through June 30, 1995.
CUMULATIVE TOTAL RETURNS
PERIOD ENDED                   LIFE OF   
OCTOBER 31, 1994               FUND      
 
EUROPE CAPITAL APPRECIATION    13.50%    
 
Morgan Stanley Europe Index    7.16%     
 
Average European Region Fund   5.17%     
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case since the fund started on December 21,
1993. You can compare the fund's figures to the performance of the Morgan
Stanley Europe index - a broad measure of the performance of stocks in
Europe, weighted by each country's market capitalization (or the total
value of its outstanding shares). You can also compare the fund's
performance to the average European region fund which currently reflects
the performance of 42 funds with similar objectives tracked by Lipper
Analytical Services. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year. In the fund's next report we'll report these
numbers for the fund and the benchmarks.
$10,000 OVER LIFE OF FUND
             Europe Capital Appreciation (341)Europe Index
    12/21/93                         10000.00       10000.00
    12/31/93                         10030.00       10132.25
    01/31/94                         11490.00       10648.24
    02/28/94                         11000.00       10271.14
    03/31/94                         11120.00        9980.44
    04/30/94                         11590.00       10393.71
    05/31/94                         11160.00        9951.90
    06/30/94                         10930.00        9847.41
    07/31/94                         11490.00       10363.51
    08/31/94                         11690.00       10692.21
    09/30/94                         11280.00       10268.23
    10/31/94                         11360.00       10715.55
 
Let's say you invested $10,000 in Fidelity Europe Capital Appreciation Fund
on its start date. By October 31, 1994, it would have grown to $11,350 - a
13.50% increase on your initial investment. That compares to $10,000
invested in the Morgan Stanley Europe index, which would have grown to
$10,716 over the same period - a 7.16% increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
EUROPE CAPITAL APPRECIATION
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with Kevin McCarey, 
Portfolio Manager of Fidelity Europe Capital 
Appreciation Fund
Q. KEVIN, HOW HAS THE FUND PERFORMED?
A. Quite well. The fund was launched on December 21, 1993, and since then
has returned 13.50%. That beats the Morgan Stanley Europe index which
returned 7.16% for the same period.
Q. HOW DO YOU EXPLAIN THE FUND'S OUTPERFORMING ITS BENCHMARK?
A. As a stock picker, I try to choose stocks that outperform the market.
During this period, several of the fund's large positions, such as Philips,
were discovered by other investors as having good earnings. Thus, the
stocks outperformed. I only have 13.7% of the fund in the U.K. - a market
which has disappointed investors recently - far less than the 35% of U.K.
stocks in the benchmark. Finally, owning cyclicals, especially steels and
chemicals, helped the fund outperform the index in the past six months,
although I've recently moved out of many of them. 
Q. HOW IMPORTANT IS COUNTRY ALLOCATION IN YOUR DECISION 
MAKING PROCESS?
A. I look for stocks first; the country is secondary. However, with regard
to countries, I must consider the external events that may be happening
there. For example, Sweden is 7.9% of the fund's investments, nearly double
that of the index. I need to think about whether or not there are some
special risks in a particular country - such as an election - and whether
or not it will matter to the market and whether those effects are positive
or negative. I try to de-emphasize those kinds of decisions because they're
virtually impossible to predict. Instead, I try to pick companies that are
doing well on their own.
Q. HAVE YOU MADE ANY STRATEGIC ADJUSTMENTS TO THE FUND'S HOLDINGS?
A. Because investors got too enthusiastic about cyclical stocks such as
paper, chemicals and steel, I have trimmed back my exposure to those areas.
Though the sales and profits in these industries are good, these positive
attributes are already reflected in the stock prices. I've also reversed my
underweighted position in financial stocks and am now buying banks and
insurance companies. Investors became too pessimistic about the outlook for
financial companies, but I think companies such as Swiss Bank are
performing far better than most people will credit. I also continue to have
a large position in the Netherlands, which reflects my interest in the
stocks there. The biggest is Philips Electronics, which is a leader in the
European market for consumer electronics. Management has done a great job
of restructuring and the company sells nearly one-third of its goods to
emerging markets. An interesting new element in the fund is the
introduction of pharmaceuticals. Though I didn't hold any six months ago,
pharmaceuticals are now 7.2% of the fund. One of the most interesting
stocks in that sector is Schering, a medium-sized German company that has
recently introduced a drug to treat multiple sclerosis and has ambitious
plans to expand operating profit margins with it's new state-of-the-art
plant in Germany. Importantly, management's efforts to improve operating
margins should help earnings grow faster than most investors are expecting.
Q. WHAT ARE SOME OTHER CHANGES TO THE FUND'S TOP 10
INVESTMENTS?
A. Pechiney, a French aluminum producer, is new to the fund's top 10
holdings. I have a positive outlook on aluminum demand and pricing over the
next few years and think that Pechiney - currently the largest producer in
Europe - is the best play on aluminum in Europe. The French government is
the majority owner but will be privatizing it over the next few years. I
have faith in the new management and the restructuring it is undertaking
and think that compared to other aluminum companies in the world, Pechiney
is attractively priced. I also dramatically reduced my position in Elf
Acquitaine, a French oil producer. There are certain industry sectors - oil
is one - in which stock prices tend to be greatly correlated with the
underlying commodity. Like countries and currencies, their prices are much
harder to predict than the earnings of an individual company. I replaced
Elf Acquitaine with two other oil companies with stronger earnings growth.
British Petroleum is new to the top 10 and Norsk Hydro is new to the fund.
Though its difficult to predict, I believe that the price of oil should
rebound and I want to be in a position to profit when it does.
Q. WHAT INVESTMENTS HAVE BEEN DISAPPOINTING?
A. Well, Pirelli Tyre Holdings has been a poor performer. The company is a
real turnaround story and is currently moving from losses to profits.
However, growth is happening more slowly than I anticipated despite the
fact that the demand for tires continues to grow in Latin America, Europe
and the United States. One problem is that the cost of raw materials to
make tires - rubber and carbon black - is going up. Another problem is that
the company has become somewhat withdrawn and less communicative to outside
shareholders.
Q. HAVE YOU VENTURED INTO THE EMERGING MARKETS AREA?
A. Yes, although emerging markets for this fund refer mainly to European
countries such as Poland, Turkey and the Czech Republic. I have done some
very limited investing in those countries which, to date, has not greatly
benefited the fund. Lately there's been a shift of investor attention from
the countries I just mentioned over to Russia, which is a much more
speculative market. With the lack of interest in stock markets in Poland
and the Czech Republic, stocks there have been lackluster at best. Though
the markets in those countries haven't been great performers, I think that
over the next couple of years the companies in those economies will turn
around and some exposure to those markets will help the fund.
Q. HOW DO YOU USE DERIVATIVES IN THE FUND?
A. The fund can use foreign exchange hedges to try to protect against
declining foreign currencies. I used some of these instruments as a hedge
against foreign currency exposure during the past six months when I thought
the dollar might increase in value.
Q. WHAT IS YOUR OUTLOOK FOR THE FUND?
A. In general, I think that European markets are very linked to the U.S.
stock market. The rise in interest rates in Europe has been fairly closely
linked to those in the U.S., despite what looks like different economic
cycles. In general, I think that the next six months could be a tricky time
for most stock markets. However, it's becoming a more favorable environment
for stock pickers to deal well. With markets flat to down, investors must
make their bets on specific companies rather than economies, currencies or
countries - and that's what this fund does.
 
FUND FACTS
GOAL:  to increase the value of the fund's shares 
by investing mainly in common stocks in Europe
START DATE:  December 21, 1993
SIZE:  as of October 31, 1994, more than 
$352 million
MANAGER:  Kevin McCarey, since December 
1993; manager, Plymouth Europe Fund (Now 
Fidelity Advisor Overseas Fund), 1992-1993; 
Fidelity Select Regional Banks Portfolio, 
1986-1989; joined Fidelity in 1985
(checkmark)
KEVIN MCCAREY ON FOREIGN INVESTING:
"One of the major advantages of managing a European 
fund out of Boston is that you can observe domestic 
trends and see how they unfold throughout the world. 
I've found that many global trends often start in the 
United States because U.S. companies are more 
accountable to shareholders and the U.S. economy is 
the most competitive in the world - you have to be 
efficient to produce here. An example is consumers 
being less willing to pay extra for branded products and 
buying generic ones instead. This trend began in the 
United States several years ago. It spread first to Anglo 
markets such as the U.K. and Australia and is still 
trickling through other markets such as Japan and the 
rest of continental Europe. In a number of global 
industries, many major players have penetrated 
markets throughout the world. They'll often introduce a 
new program or product in the U.S. and then export it 
around the world, thus creating another kind of global 
trend. More generally, in the past few years the U.S. 
economy was ahead of other countries in the global 
recovery. Some of the same trends - such as 
consumers buying homes or cars before apparel - 
started in the U.S. and are playing out in Europe and 
Japan. Being aware of these kinds of trends gives an 
international observer an edge. Recognizing trends 
and acting on them are two of the keys to 
international investing."
EUROPE CAPITAL APPRECIATION
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
Ireland 3.0%
United States 4.1%
United 
Kingdom 13.7%
Row: 1, Col: 1, Value: 4.1
Row: 1, Col: 2, Value: 13.7
Row: 1, Col: 3, Value: 8.0
Row: 1, Col: 4, Value: 7.9
Row: 1, Col: 5, Value: 7.4
Row: 1, Col: 6, Value: 9.300000000000001
Row: 1, Col: 7, Value: 16.9
Row: 1, Col: 8, Value: 6.4
Row: 1, Col: 9, Value: 8.699999999999999
Row: 1, Col: 10, Value: 14.6
Row: 1, Col: 11, Value: 3.0
France 14.6%
Switzerland 8.0%
Germany 8.7%
Italy 6.4%
Sweden 7.9%
Spain 7.4%
Netherlands 16.9%
Other 9.3%
AS OF APRIL 30, 1994
 
Belgium 2.5%
Row: 1, Col: 1, Value: 14.3
Row: 1, Col: 2, Value: 5.5
Row: 1, Col: 3, Value: 3.0
Row: 1, Col: 4, Value: 8.199999999999999
Row: 1, Col: 5, Value: 7.2
Row: 1, Col: 6, Value: 7.7
Row: 1, Col: 7, Value: 16.8
Row: 1, Col: 8, Value: 7.0
Row: 1, Col: 9, Value: 12.3
Row: 1, Col: 10, Value: 15.5
Row: 1, Col: 11, Value: 2.5
United 
States 14.3%
France 15.5%
United 
Kingdom 5.5%
Switzerland 3.0%
Germany 12.3%
Sweden 8.2%
Italy 7.0%
Spain 7.2%
Other 7.7%
Netherlands 16.8%
ASSET ALLOCATION
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Stocks                   95.9           85.7           
 
Bonds                    -              -              
 
Short-term investments   4.1            14.3           
 
TOP TEN STOCKS 
                                      % OF FUND'S    % OF FUND'S    
                                      INVESTMENTS    INVESTMENTS    
                                                     6 MONTHS AGO   
 
Schering AG                                                         
(Germany, Drugs & Pharmaceuticals)    2.8            -              
 
Philips Electronics                                                 
(Netherlands, Electrical Equipment)   2.8            4.7            
 
Baloise Holding (Reg.)                                              
(Switzerland, Insurance)              2.1            0.4            
 
Swiss Bank Corp. (Bearer)                                           
(Switzerland, Banks)                  2.0            -              
 
Bank of Ireland U.S. Holdings, Inc.                                 
(Ireland, Banks)                      1.9            -              
 
Pechiney International SA                                           
(France, Metals & Mining)             1.9            -              
 
Pirelli Tyre Holdings NV Ord.                                       
(Netherlands, Autos, Tires,                                         
 & Accessories)                       1.7            2.2            
 
British Petroleum PLC Ord.                                          
(United Kingdom, Oil & Gas)           1.7            0.1            
 
Norsk Hydro AS                                                      
(Norway, Oil & Gas)                   1.7            -              
 
Internationale Nederlanden Groep NV                                 
(Netherlands, Insurance)              1.6            -              
 
TOP TEN INDUSTRIES 
                                   % OF FUND'S    % OF FUND'S    
                                   INVESTMENTS    INVESTMENTS    
                                                  6 MONTHS AGO   
 
Finance                            25.4           13.8           
 
Basic Industries                   8.3            13.9           
 
Retail & Wholesale                 8.0            7.2            
 
Health                             7.2            0.9            
 
Utilities                          6.9            8.1            
 
Durables                           6.9            8.9            
 
Industrial Machinery & Equipment   6.1            7.9            
 
Energy                             5.5            6.1            
 
Nondurables                        5.1            0.7            
 
Construction & Real Estate         4.1            5.4            
 
 
EUROPE CAPITAL APPRECIATION
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 95.0%
 SHARES VALUE (NOTE 1)
AUSTRIA - 1.1%
Bau Holding AG  10,000 $ 838,870  07199922
Hemingway Holding AG (a)  6,500  312,456  42399F22
Leykam Muerztaler Papier 
 und Zelstoff AG Ord. (a)  17,500  692,775  52899092
Maculan Holding AG Ord.   20,000  2,035,911  55699592
  3,880,012
CZECH REPUBLIC - 1.3%
CEZ AS (a)  49,000  2,817,527  15721492
Fatra AS (a)  1,000  112,818  31199622
IPS AS  13,914  974,760  44999H22
ZPS Zlin (a)  9,600  641,095  98999T22
  4,546,200
DENMARK - 1.0%
Unidanmark AS Class A (a)  90,000  3,607,031  92399792
FINLAND - 1.7%
Outokumpu OY Class A (a)  201,000  4,259,401  69099992
Tampella AB (a)  400,000  1,304,064  87532099
Valmet OY Ord. (a)  32,400  704,195  92029991
  6,267,660
FRANCE - 14.6%
Assurances Generales (Reg.)  70,000  2,860,390  04557510
BIS SA Ord. (a)  50,000  3,011,756  05528110
BNP  Ord.   75,000  3,714,661  05599996
CERUS (Cie European Reunies) Ord. (a)  58,333  1,161,786  15799592
Credit Commercial de France Ord.   60,000  2,524,045  22499392
Dollfus Mieg & Cie (DMC)  13,000  815,894  25699392
Ecco Travaille Tempoire SA  20,000  1,255,222  27599292
Eramet SA (a)  24,000  1,753,425  29499H22
Eramet SA (a) (b)  2,000  146,119  29499H23
Guilbert SA  10,550  838,424  40199792
LVMH  24,000  3,870,592  50244199
Michel Thierry SA  12,185  1,917,779  60099492
Pechiney International SA   90,700  6,917,274  70599310
Plastic Omnium   4,950  610,755  72799622
Rexel SA  8,000  1,109,880  76199B22
Roussel-Uclaf Ord.   33,500  3,742,835  77929991
SAGA (Societe de Gerance & D'Armen)  30,000  2,972,894  78599E22
Societe Generale Class A  35,000  3,951,229  83357799
Sommers-Allibert SA   3,000  1,119,207  83530010
Synthelabo   90,925  3,674,808  93699794
Ugine SA  18,000  1,353,541  90299G22
Unibail  10,000  854,950  90499592
Vallourec SA (a)  45,000  2,443,894  92017610
  52,621,360
GERMANY - 8.0%
BASF AG   10,000  2,116,708  05526230
Deutsche Bank AG  3,500  1,724,688  25152592
Ex-Cell-O Holding AG Ord.   5,000  864,505  30099392
Gildemeister AG (rights) (a)  5,600  382,330  37550092
Gildemeister AG (a)  7,000  661,014  37550099
Hoechst Krupp, Fried Krupp AG Ord.   10,000  2,189,859  43439010
MAN AG Ord.   6,000  1,625,935  56154210
Schering AG  15,000  10,019,950  80658510
Sixt AG Ord.   3,757  1,151,772  83002199
Springer Axel Verlag AG (Reg.)  2,500  1,064,007  85029999
Thyssen Industries AG (a)  27,000  3,070,324  94499892
Veba  AG Ord.   12,000  4,021,945  92239110
  28,893,037
 
 SHARES VALUE (NOTE 1)
GREECE - 0.3%
Hellenic Bottling Co. SA  34,000 $ 1,055,527  42399A92
HUNGARY - 0.3%
FOTEX (First Hungarian-American Photo
 Service Co.) Ord.   211,000  735,850  35099293
Pick Szeged RT sponsored GDS (b)  7,300  496,400  71957110
  1,232,250
IRELAND - 3.0%
Bank of Ireland U.S. Holdings, Inc.   1,500,000  6,970,005  06278793
Grafton Group PLC (U.K. Reg.)  200,000  1,210,752  38499723
Green Property Co. (U.K. Reg.)   400,000  1,014,412  39399223
Irish Continental Group PLC (U.K. Reg.)  70,000  503,934  46299C92
Jurys Hotel Group PLC (U.K. Reg.)  500,000  1,268,015  48299E22
  10,967,118
ITALY - 6.2%
Banca Fideuram Spa  3,000,000  3,563,280  06399E22
Editoriale L'Espresso Spa  350,000  1,002,278  28199K22
FIDIS Spa Ord.   320,000  809,530  31650010
Istituto Bancario San Paolo  200,000  1,188,416  45399622
Istituto Mobiliare Italiano  600,000  3,938,562  45777M92
Marzotto & Figli Spa Ord.   250,000  1,766,678  57418910
Mondadori (Arnoldo) Editore Spa (a)  300,000  2,713,962  60999B25
Montedison Spa Ord.   2,500,000  2,058,250  61237610
SOGEFI Spa  237,500  577,636  83499L22
Telecom Italia Ord.   1,680,000  4,596,631  87999R22
  22,215,223
NETHERLANDS - 16.9%
BAM Groep NV  32,703  2,037,510  05999892
Borsumij Wehry NV  75,000  1,241,619  09985610
Ceteco Holdings NV (a)  22,000  574,378  15799G22
Hoogovens en Staalfabrieken NV (a)  40,000  1,865,543  43888410
Internationale Nederlanden 
 Groep NV  120,000  5,617,991  46099892
KBB NV Ord.   80,000  5,017,504  48130092
KLM Royal Dutch Airlines Ord. (a)  200,000  5,565,774  48251620
Koninklijke PPT Nederland  160,000  5,098,202  72699422
MacIntosh Confectionary Works  150,000  3,951,819  58199292
Nijverdal-Ten Cate NV  30,000  1,482,822  67299B22
Norit NV  130,000  1,519,610  61089099
Philips Electronics  300,000  9,932,949  71833799
Pirelli Tyre Holdings NV Ord.   888,500  6,168,305  72499092
Polynorm NV Ord.   31,100  3,358,571  73199E22
Royal Dutch Petroleum Co. Ord.   30,000  3,492,553  78025710
Samas-Groep NV  80,000  2,729,484  79499110
Schuttersveld Holding NV  49,650  1,252,077  80899C22
  60,906,711
NORWAY - 2.0%
Norsk Forsvarsteknologi AS  35,000  663,761  67599G22
Norsk Hydro AS  150,000  6,044,964  65653150
Tomra Systems AS  230,000  548,750  95699692
  7,257,475
POLAND - 0.7%
Bank Slaski SA (a)  10,000  467,942  06599M22
Polifarb Cieszyn SA (a)  100,000  476,608  73199F22
Wedel  SA  20,000  1,598,803  94899F22
  2,543,353
PORTUGAL - 0.9%
Banco Comercial Portugues SA (Reg.)   170,000  2,317,177  07299493
Unicer (Uniao Cervejeira) SA  33,000  498,113  93399A93
Unicer (Uniao Cervejeira) SA (New)  33,000  498,113  93399A95
  3,313,403
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
SPAIN - 7.4%
Banco Bilbao Vizcaya SA Ord. (Reg.)  150,000 $ 3,940,121  05945891
Banco de Santander SA Ord. (Reg.)  125,000  5,079,840  05957410
Banco Popular Espanol  16,000  2,006,866  05999110
Banco Intercontinental Espanol  22,000  2,030,499  24699592
Corporacion Financiera Alba SA  31,000  1,509,781  15199010
Corporacion Mapfrecia International 
 de Reaseguros SA (Reg.)  35,000  1,545,310  16899192
Fasa Renault Ord.   50,000  2,395,210  31199292
Hidroelectrica del Cantabrico SA  47,350  1,436,567  42899999
Prosegur Cia de Securidad SA (Reg.)  74,500  1,472,156  74291699
Telefonica de Espana SA Ord.   300,000  4,059,879  87938210
Uralita SA (a)  95,000  993,613  91799310
  26,469,842
SWEDEN - 7.9%
Electrolux AB  100,000  5,217,902  01019810
Atlas Copco AB Class A Free shares  143,000  1,967,784  04925599
ASG AB Class B Free shares    80,000  1,173,504  16599C22
Investor AB Class B Free shares   150,000  3,771,977  46199A92
Pharmacia AB Class A Free shares  175,000  3,324,928  71713093
Skandia International Holding Co. 
 ADR  220,000  4,026,235  83055510
Skane-Gripen AB Ord.   72,000  528,077  93056099
Svedala  111,000  2,589,672  91199A92
Trelleborg AB Class C Free shares (a)  100,000  1,669,449  89499G23
Volvo AB Class B  200,000  3,967,561  92885630
  28,237,089
SWITZERLAND - 8.0%
Adia SA (Bearer)  25,000  4,417,032  00699793
Baloise Holding (Reg.)  4,000  7,528,850  05899195
Daetwyler Holdings AG  600  978,910  23799A92
Danzas Holding AG (Part. Cert.)  6,000  1,408,675  23799792
Interdiscount Holding AG (Part. Cert.)   7,700  1,072,423  45899594
Nestle SA (Reg.)  2,000  1,868,683  64106992
Swiss Bank Corp. (Bearer)   25,000  7,202,547  87083610
Swiss Reinsurance Corp. (Reg.)  7,000  4,150,418  87099393
Zschokke Holding AG (Reg.) (a)  375  214,883  98999R24
  28,842,421
UNITED KINGDOM - 13.7%
Argyll Group PLC Ord.   900,000  3,843,315  04099210
BET PLC Ord.   800,000  1,439,816  05538H10
British Borneo Petroleum PLC  225,000  791,487  11099D22
British Gas PLC Ord.   600,000  2,876,352  11090199
British Petroleum PLC Ord.   850,000  6,049,663  11088910
Chubb Security PLC  300,000  1,575,612  17299B92
Fisons PLC Ord.   1,000,000  1,897,930  33812310
Hambros Ord.   650,000  2,446,048  40699292
Hanson Trust PLC Ord.   1,000,000  3,779,510  41135210
Hartstone Group PLC Ord. (a)  2,520,000  577,231  41722610
Ibstock Johnsen PLC  1,200,000  1,511,808  45905799
London Clubs International PLC (a)  300,000  1,202,571  54199H22
Next PLC  650,000  2,605,571  64399999
Perkins Foods PLC  2,300,000  2,784,725  71499492
Prudential Corp. PLC  700,000  3,653,524  74399992
Smith (W. H.) Group PLC Ord.   700,000  5,325,670  83199393
Stakis PLC   1,500,000  1,914,300  85299092
Taunton Cider PLC  500,000  1,251,655  87699A92
Tesco PLC Ord.   1,000,000  3,844,950  88157510
  49,371,738
TOTAL COMMON STOCKS 
 (Cost $341,667,332)   342,227,450
NONCONVERTIBLE PREFERRED STOCKS - 0.9%
 SHARES VALUE (NOTE 1)
GERMANY - 0.7%
Fresenius AG   6,000 $ 2,513,716  35899B92
ITALY - 0.2%
Banco di Napoli Ord.   1,000,000  707,450  42799594
TOTAL NONCONVERTIBLE PREFERRED STOCKS
 (Cost $3,643,564)   3,221,166
INDEXED SECURITIES - 0.0%
  PRINCIPAL VALUE
  AMOUNT (B) (NOTE 1)
Salomon Brothers Holding Company, Inc. 
 note 6 1/2%, 10/7/96 (indexed to 
 common stock of Yuganskenftegas,
  a Russian joint-stock company) (c)
 (Cost $240,000)   240,000  105,432  79599CAB
REPURCHASE AGREEMENTS - 4.1%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
 (U.S. Treasury obligations), in a joint 
 trading account at 4.78% dated
 10/31/94 due 11/1/94  $ 14,823,968  14,822,000  99799N9L
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $360,372,896)  $ 360,376,048
LEGEND
(a) Non-income producing
(b) 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 $642,519 or 0.2% of net
assets.
(c) Restricted securities - Investment in securities not registered under
the Securities Act of 1933.
Additional information on each holding is as follows:
  ACQUISITION ACQUISITION
 SECURITY  DATE COST
Salomon  Brothers Holding
Company, Inc. note 6 1/2%,
10/7/96 (indexed to common
stock of Yuganskneftegas, a
Russian joint-stock company) 9/9/94 $240,000
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $1,039,026,087 and $695,780,710, respectively.
At the end of the period, restricted securities (excluding 144A issues)
amounted to $105,432 or .03% of net assets (see Note 2 of Notes to
Financial Statements).
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 $7,959 for the period (see Note 5 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $361,094,970. Net unrealized depreciation aggregated
$718,922, of which $13,279,674 related to appreciated investment securities
and $13,998,596 related to depreciated investment securities. 
For the period, interest and dividends from foreign countries were
$5,362,993 of $0.17 per share. Taxes paid to foreign countries were
$894,266 or $0.03 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Aerospace & Defense    0.2%
Basic Industries   8.3
Conglomerates   1.1
Construction & Real Estate   4.1
Durables    6.9
Energy    5.5
Finance   25.4
Health   7.2
Holding  Companies   0.9
Industrial Machinery & Equipment   6.1
Media & Leisure   2.5
Nondurables   5.1
Retail & Wholesale   8.0
Services   4.0
Repurchase Agreements   4.1
Technology   0.5
Transportation   3.2
Utilities   6.9
   100.0%
EUROPE CAPITAL APPRECIATION
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                   <C>           <C>             
 OCTOBER 31, 1994                                                                                     
 
ASSETS                                                                                                
 
Investment in securities, at value (including repurchase agreements of $14,822,000) (cost $360,372,896) - See       $ 360,376,048   
accompanying schedule                                                                                               
 
Cash                                                                                                                805            
 
Receivable for investments sold                                                                                     6,078,890      
 
Receivable for fund shares sold                                                                                     2,470,396      
 
Dividends receivable                                                                                                964,174        
 
Interest receivable                                                                                                 580            
 
Prepaid expenses                                                                                                    4,845          
 
 TOTAL ASSETS                                                                                                       369,895,738    
 
LIABILITIES                                                                                                         
 
Payable for investments purchased                                                                     $ 6,417,632                   
 
Payable for fund shares redeemed                                                                      9,806,911                    
 
Accrued management fee                                                                                229,466                      
 
Other payables and accrued expenses                                                                   586,810                      
 
 TOTAL LIABILITIES                                                                                                   17,040,819     
 
NET ASSETS                                                                                                          $ 352,854,919   
 
Net Assets consist of:                                                                                              
 
Paid in capital                                                                                                     $ 350,801,806   
 
Accumulated net investment loss                                                                                     (168,912       
                                                                                                                    )               
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions                 2,193,510      
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies          28,515         
 
NET ASSETS, for 31,090,778 shares outstanding                                                                       $ 352,854,919   
 
NET ASSET VALUE, offering price and redemption price per share ($352,854,919 (divided by) 31,090,778 shares)        $11.35         
 
</TABLE>
 
STATEMENT OF OPERATIONS
                                                     DECEMBER 21,         
                                                     1993                 
                                                     (COMMENCEMENT        
                                                     OF OPERATIONS) TO    
                                                     OCTOBER 31,          
                                                     1994                 
 
INVESTMENT INCOME                                    $ 5,362,993          
Dividends                                                                 
 
Interest                                              1,325,862           
 
                                                      6,688,855           
 
Less foreign taxes withheld                           (894,266)           
 
 TOTAL INCOME                                         5,794,589           
 
EXPENSES                                                                  
 
Management fee                        $ 1,908,662                         
 
Transfer agent fees                    1,211,476                          
 
Accounting fees and expenses           152,111                            
 
Non-interested trustees'               1,175                              
compensation                                                              
 
Custodian fees and expenses            297,779                            
 
Registration fees                      227,973                            
 
Audit                                  24,054                             
 
Legal                                  549                                
 
Miscellaneous                          1,975                              
 
 Total expenses                                       3,825,754           
 
NET INVESTMENT INCOME                                 1,968,835           
 
REALIZED AND UNREALIZED GAIN                                              
(LOSS)                                                                    
Net realized gain (loss) on:                                              
 
 Investment securities                 2,305,519                          
 
 Foreign currency transactions         (2,249,756)    55,763              
 
Change in net unrealized                                                  
appreciation (depreciation) on:                                           
 
 Investment securities                 3,152                              
 
 Assets and liabilities in foreign     25,363         28,515              
currencies                                                                
 
NET GAIN (LOSS)                                       84,278              
 
NET INCREASE (DECREASE) IN NET                       $ 2,053,113          
ASSETS RESULTING FROM                                                     
OPERATIONS                                                                
 
OTHER INFORMATION                                     $151,780            
Accounting fees paid by FSC                                               
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                                         <C>                  
                                                                            DECEMBER 21,         
                                                                            1993                 
                                                                            (COMMENCEMENT        
                                                                            OF OPERATIONS) TO    
                                                                            OCTOBER 31,          
                                                                            1994                 
 
INCREASE (DECREASE) IN NET ASSETS                                                                
 
Operations                                                                  $ 1,968,835          
Net investment income                                                                            
 
 Net realized gain (loss)                                                    55,763              
 
 Change in net unrealized appreciation (depreciation)                        28,515              
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS             2,053,113           
 
Share transactions                                                           942,473,601         
Net proceeds from sales of shares                                                                
 
 Cost of shares redeemed                                                     (591,671,795)       
 
 Net increase (decrease) in net assets resulting from share transactions     350,801,806         
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                    352,854,919         
 
NET ASSETS                                                                                       
 
 Beginning of period                                                         -                   
 
 End of period (including accumulated net investment loss of $168,912)      $ 352,854,919        
 
OTHER INFORMATION                                                                                
Shares                                                                                           
 
 Sold                                                                        83,509,152          
 
 Redeemed                                                                    (52,418,374)        
 
 Net increase (decrease)                                                     31,090,778          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>   <C>   
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.               
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
      DECEMBER 21,         
      1993                 
      (COMMENCEMENT        
      OF OPERATIONS) TO    
      OCTOBER 31,          
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                                    <C>         
SELECTED PER-SHARE DATA                                                                                                1994        
 
Net asset value, beginning of period                                                                                   $ 10.00     
 
Income from Investment Operations                                                                                      
 
 Net investment income                                                                                                 .08 D      
 
 Net realized and unrealized gain (loss)                                                                               1.27 C     
 
 Total from investment operations                                                                                      1.35       
 
Net asset value, end of period                                                                                         $ 11.35     
 
TOTAL RETURN A                                                                                                          13.50%     
 
RATIOS AND SUPPLEMENTAL DATA                                                                                           
 
Net assets, end of period (000 omitted)                                                                                $ 352,855   
 
Ratio of expenses to average net assets                                                                                1.54% B    
 
Ratio of net investment income to average net assets                                                                    .79% B     
 
Portfolio turnover rate                                                                                                317% B     
 
A TOTAL RETURNS FOR PERIODS OF LESS THAN THE YEAR ARE NOT ANNUALIZED AND DO NOT INCLUDE THE ONE TIME SALES CHARGE.     
B ANNUALIZED.                                                                                                          
C THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE AGGREGATE NET GAIN ON INVESTMENTS FOR THE 
PERIOD ENDED DUE TO THE  
TIMING OF SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET VALUES OF THE INVESTMENTS OF THE FUND.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
 
</TABLE>
 
JAPAN
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Japan Fund has a
3% sales charge, which has been waived since the fund's start on September
15, 1992 through June 30, 1995.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED           PAST 1   LIFE OF   
OCTOBER 31, 1994        YEAR     FUND      
 
JAPAN                   10.45%   47.46%    
 
TOPIX Index             9.54%    49.31%    
 
Average Japanese Fund   9.73%    n/a       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year or since the fund started on
September 15, 1992. You can compare the fund's figures to the performance
of the TOPIX index - a broad measure of the Japanese stock market's
performance, similar to the Standard & Poor's 500 stock index in the U.S.
You can also compare the fund's performance to the average Japanese fund
which currently reflects the performance of seven funds with similar
objectives - in this case, a very small peer group - tracked by Lipper
Analytical Services. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED           PAST 1   LIFE OF   
OCTOBER 31, 1994        YEAR     FUND      
 
JAPAN                   10.45%   20.01%    
 
TOPIX Index             9.54%    20.72%    
 
Average Japanese Fund   9.73%    n/a       
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
             Fidelity Japan Fund (350)TOPIX Total Ret
    09/15/92                 10000.00       10000.00
    09/30/92                  9940.00        9811.27
    10/31/92                  9840.00        9332.17
    11/30/92                  9940.00        9572.82
    12/31/92                  9960.00        9433.21
    01/31/93                 10050.00        9384.24
    02/28/93                 10620.00        9811.42
    03/31/93                 11840.00       11248.65
    04/30/93                 13440.00       13164.83
    05/31/93                 13820.00       13960.79
    06/30/93                 13000.00       13384.04
    07/31/93                 13870.00       14324.51
    08/31/93                 14110.00       14644.62
    09/30/93                 13730.00       13883.59
    10/31/93                 13350.00       13630.65
    11/30/93                 11600.00       11425.15
    12/31/93                 11997.00       11710.09
    01/31/94                 13412.66       13580.32
    02/28/94                 14043.00       14243.17
    03/31/94                 13805.33       13839.98
    04/30/94                 14125.66       14380.65
    05/31/94                 14518.33       14642.50
    06/30/94                 15396.66       15458.92
    07/31/94                 14890.33       14904.58
    08/31/94                 14838.66       14941.03
    09/30/94                 14477.00       14546.44
    10/31/94                 14745.66       14931.14
Let's say you invested $10,000 in Fidelity Japan Fund on its start date. By
October 31, 1994, it would have grown to $14,746 - a 47.46% increase on
your initial investment. That compares to $10,000 invested in the TOPIX
index, which would have grown to $14,931 over the same period - a 49.31%
increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
JAPAN
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with Shigeki Makino, 
Portfolio Manager of Japan Fund
Q. HOW DID THE FUND PERFORM OVER THE PAST YEAR, SHIGEKI?
A. Relatively well. The fund had a total return of 10.45% for the year
ended October 31, 1994, outperforming the TOPIX index - a measure of the
overall performance of the Japanese market - which returned 9.54%. It also
beat the average Japanese Fund, which returned 9.73%, according to Lipper
Analytical Services.
Q. SO IT DID BETTER THAN THE INDEX. HOW DO YOU ACCOUNT FOR THE FUND'S
OVERALL PERFORMANCE DURING THE PAST YEAR?
A.  I think there are a lot of factors - both positive and negative - that
affected how the fund performed over the period. Before we talk about why
the fund beat the index, it's important to point out two negative factors.
The first was that the fund experienced tremendous cash volatility in
February of 1994 caused by political uncertainty. As a result, shareholder
inflows and outflows were much higher than usual during this period. The
second negative for the fund was the strength of the Japanese yen. I
believed that the yen would not continue to strengthen against the dollar
over the period so I hedged some of the fund's investments. But I was
wrong: the yen appreciated about 8% compared to the dollar in 1994. I
estimate that the fund lost a few percentage points compared to the index
because of these two factors.
Q. STILL, THE FUND TURNED IN A STRONGER PERFORMANCE THAN THE INDEX AND
SIMILAR FUNDS. LET'S TALK ABOUT THE POSITIVE FACTORS . . .
A.  I hate to simplify it like this, but I think the fund did well because
of good stock picking. For the most part, the fund was overweighted versus
the index on the right Japanese stocks and underweighted on the stocks that
were weak performers. By overweighted or underweighted, I mean that the
fund had more or less invested in these stocks than the index did. 
Q.  WHICH JAPANESE SECTORS WERE MOST ATTRACTIVE?
A. In 1994, the Japanese economy began improving and the performance of
cyclical stocks picked up. Cyclical stocks tend to do well when the economy
picks up and poorly when it slows down. Some cyclicals that I  liked were
automakers and electronics companies. This year, I also had a significant
investment in companies that make electrical or auto components, which also
were benefiting from the improving cyclical environment. Many of these
companies were way ahead of the rest of the market in cutting costs. On top
of this, these stocks were very inexpensive - some of the cheapest in the
market.
Q. ELECTRONICS COMPANIES MADE UP MANY OF YOUR TOP 10 STOCKS. WHICH ONES
WERE THE STANDOUTS?
A. Nichicon and Hitachi looked great. Nichicon, an electrical components
company that makes capacitors, is attractive because it's one of the
cheapest electrical companies in Japan, yet it's well-managed and its
business has been taking off on the audiovisual as well as communications
side. I like this company because it's underfollowed and may have growth
potential going forward. World-class electronics company Hitachi was also a
standout. It was inexpensive compared to its Japanese competitors and even
to competitors in Europe and the United States. In addition, I expect
Hitachi to do well because it's a very sensitive cyclical company that will
benefit from any upturn in the economy. I should also point out that
consumer electronics companies Matsushita and Sony - my top holdings -
continued to turn in strong performances over the period.
Q. WHICH OTHER SECTORS WERE YOU HEAVILY INVESTED IN?
A. I increased my weighting in basic industries, such as steel and chemical
companies, which are also considered cyclical stocks. Another sector that I
increased my holdings in was real estate. The industry has been hurting in
Japan over the past few years. However, in the past six months, stock
prices of real estate companies have come down a lot, and real estate
yields looked fairly attractive compared to long-term bond yields. On top
of this, it looks like rents in the central part of Tokyo have bottomed out
and are geared to pick up, and I expect there to be very little quality
supply in central Tokyo next year. This bodes well for Mitsubishi Estate
Company because it owns many properties in central Tokyo. This company is
also attractive based on the sentiment that no one is buying real estate
companies right now, which brings down the stock price. 
Q. YOU ALSO SAID YOU WERE UNDERWEIGHTED IN SOME SECTORS . . .
A. I was referring to financial stocks. I shifted out of them in late 1993
and early 1994. In the past, these stocks had proven themselves to be good
investments when interest rates came down, but bad investments when they
went up. My decision to get out of financial stocks when I did paid off.
Interest rates did increase and these stocks turned in poor performances in
1994.
Q. SHIGEKI, IN OCTOBER OF THIS YEAR, YOU BECAME THE MANAGER OF THIS FUND
AFTER SERVING AS THE FUND'S ANALYST FOR ONE YEAR. HAVE YOU MADE ANY
CHANGES?
A. No. There have been no material changes to the operation of this fund
since I became its sole manager.
Q. OVERALL, WHEN WE LOOK AT JAPAN, IT'S IMPOSSIBLE NOT TO TALK ABOUT THE
STRONG YEN VERSUS THE WEAK DOLLAR. HOW HAS THIS DYNAMIC AFFECTED JAPAN'S
ECONOMY?
A.  When the yen first started appreciating at the beginning of the year, a
lot of people worried that it was so strong it would hurt the Japanese
economy. That's because a strong yen often hurts Japanese exporters since
it makes their products more expensive in overseas markets. In addition, a
strong yen usually isn't good for Japan's domestic economy either because
it usually causes prices to go down, which leads to deflation. Right now
people have a wait-and-see attitude because the yen has not had a
significant impact on the economy. This may be because Japanese companies
have taken significant cost-cutting steps.
Q. LET'S SWITCH DIRECTION A BIT AND TALK ABOUT THE FUND'S 
HOLDINGS IN DERIVATIVES . . .
A.  Over the past year, the fund has held a small portion of futures
contracts, a type of financial derivative that helped the fund obtain
exposure to the broad Japanese market. The fund didn't hold any futures at
the end of the period. However, on October 31, 1994, roughly 16% of the
fund's investments were hedged using forward foreign currency contracts.
Q.  HOW DO YOU THINK THE FUND LOOKS GOING FORWARD?
A. I'm very bullish if I look at the Japanese market in yen terms over the
next six months. That's because the economy is improving steadily, and, in
the six months from November to May, the Japanese market usually
experiences a seasonal high. That said, I think its important to remember
that the fund looks at Japan from both short-term and long-term
perspectives. Short term, Japan is experiencing a cyclical recovery. But
over the long term, it is going through a transition from a fully automated
manufacturing economy to a service economy. I keep both of these
perspectives in mind when I plan the fund's strategy going forward.
 
FUND FACTS
GOAL: To increase the value of the fund's 
shares by investing mainly in Japanese 
securities
START DATE: September 15, 1992
SIZE: As of October 31, 1994, more than 
$469 million
MANAGER: Shigeki Makino, since October 
1994; Analyst, Fidelity Japan Fund 1993 to 
October 1994; joined Fidelity in 1990
(checkmark)
SHIGEKI MAKINO ON HOW MOST JAPANESE 
COMPANIES CUT COSTS:
"Over the past year, many Japanese companies have 
been taking steps to cut costs, but most of them have 
taken a very Japanese, as opposed to Western, 
approach.
"The Japanese approach to cost cutting is much more 
deliberate and involves more steps than the American 
approach. When a Japanese company first realizes that 
business is weaker than expected, it starts cutting back 
on things such as entertainment and smaller items, like 
paper and pencils. If it becomes clear that the situation is 
going to stay bad, the company cuts out capital 
spending. After this, the company may admit that it 
needs to take more difficult steps. It may hire fewer 
people or not replace people who are retiring. It may 
also reevaluate the profitability of the way it's conducting 
business. This might mean taking steps like 
reorganizing unprofitable areas and redesigning 
unprofitable products.
"While this approach may not improve company 
performance 
as quickly as Western cost-cutting methods, it's 
working. For instance, several Japanese auto parts 
companies that have cut their costs dramatically look 
like they will hit peak profitability in 1995 even though 
their sales are expected to be lower than in prior years. 
Since Japan is a consensus driven country, as  more 
companies cut costs, more are likely to follow suit.
"As I see it, things are changing in Japan. Companies 
used to have a different motive: they wanted to maintain 
lifetime employment and grow sales. Now increasing 
profits is just as important to Japanese companies.
"Omron, which makes control systems for factory 
automation equipment, is a very interesting company 
because it is starting to undertake some very 
Western-style restructuring, which is almost unheard of 
in Japan. Omron is attempting to cut its production costs 
in half over the next three years, as well as to reduce its 
head count and administrative overhead."
(solid bullet)  As of October 1994, Shigeki Makino became the 
fund's manager. Mr. Makino was previously the fund's 
analyst.
(solid bullet)  While top 10 stock investment house Nomura 
experienced a correction over the past few months, it 
may remain well positioned to benefit from expected 
growth in Japan. 
DISTRIBUTIONS
The Board of Trustees of Fidelity Japan Fund voted to 
pay on December 5, 1994, to shareholders of record at 
the opening of business on December 2, 1994, a 
distribution of $.36 derived from capital gains realized 
from sales of portfolio securities.
JAPAN
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
United States 3.8%
Row: 1, Col: 1, Value: 3.8
Row: 1, Col: 2, Value: 6.5
Row: 1, Col: 3, Value: 89.7
Other 6.5%
Japan 89.7%
AS OF APRIL 30, 1994 
United States 10.0%
Row: 1, Col: 1, Value: 10.0
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 88.5
Other 0.5%
Japan 89.5%
ASSET ALLOCATION
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Stocks and closed-end                                  
 investment companies    96.3           89.9           
 
Bonds                    0.2            0.6            
 
Short-term investments   3.5            9.5            
 
TOP TEN STOCKS 
                                          % OF FUND'S    % OF FUND'S    
                                          INVESTMENTS    INVESTMENTS    
                                                         6 MONTHS AGO   
 
Matsushita Electric Industrial Co. Ltd.                                 
(Consumer Electronics)                    2.0            2.9            
 
Sony Corp.                                                              
(Consumer Electronics)                    1.7            2.2            
 
Hitachi Ltd.                                                            
(Electronics)                             1.5            1.0            
 
Nichicon Corp.                                                          
(Electronics)                             1.2            0.8            
 
Aiwa Co. Ltd.                                                           
(Electronics)                             1.2            -              
 
Murata Manufacturing Co. Ltd. Ord.                                      
(Electrical Equipment)                    1.1            -              
 
Nomura Securities Co. Ltd.                                              
(Securities Industry)                     1.1            1.9            
 
Rohm Co. Ltd.                                                           
(Electronics)                             1.0            -              
 
Kyocera Corp.                                                           
(Electronics)                             1.0            0.3            
 
Canon, Inc.                                                             
(Computers & Office Equipment)            1.0            1.2            
 
TOP TEN INDUSTRIES 
                                   % OF FUND'S    % OF FUND'S    
                                   INVESTMENTS    INVESTMENTS    
                                                  6 MONTHS AGO   
 
Durables                           19.3           21.3           
 
Technology                         13.1           12.9           
 
Basic Industries                   13.0           4.2            
 
Industrial Machinery & Equipment   11.5           6.8            
 
Retail & Wholesale                 7.8            4.2            
 
Finance                            6.8            11.0           
 
Construction & Real Estate         6.7            3.7            
 
Transportation                     4.8            3.0            
 
Nondurables                        4.8            4.6            
 
Services                           2.5            2.1            
 
JAPAN
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 96.0%
 SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 0.4%
SHIP BUILDING & REPAIR - 0.4%
Namura Shipbuilding Co. Ltd.  117,000 $ 906,703  62999892
Sasebo Heavy Industries Co. Ltd.  219,100  945,280  80398910
   1,851,983
BASIC INDUSTRIES - 13.0%
CHEMICALS & PLASTICS - 4.0%
Daicel Chemical Industries Ltd.   355,000  2,165,060  23398110
Denki Kagaku Kogyo (a)  242,000  1,081,326  24899092
Gun-Ei Chemical Industries Co. Ltd. Ord.   200,000  1,114,494  40280799
JSP Corp.   51,000  852,587  47399492
Kanegafuchi Chemical Industry Co. Ltd.  288,000  2,341,924  48418199
Kureha Chemical Industries Co. Ltd.   258,000  1,490,946  50156010
Mitsui Petrochemical Industries Ltd.   113,000  1,065,811  60691110
Reliance Industries Ltd. GDS   35,500  896,375  75947094
Shin-Etsu Chemical Co. Ltd.   214,000  4,549,197  82499210
Tokuyama Corp.   294,000  1,838,544  88909199
Tayca Corp. (a)  299,000  1,357,618  94799392
  18,753,882
IRON & STEEL - 2.9%
Araya Industrial Co. Ltd.   83,000  392,281  03899592
Bunka Shutter Co. Ltd.   64,000  486,745  12099192
Kawasaki Steel Corp.   291,000  1,363,335  48636810
Nakayama Steel Works Ltd.  128,000  965,569  62999310
Nippon Yakin Kogyo Co. Ltd. (a)   342,000  2,071,658  65467010
Nisshin Steel Co. Ltd.   269,000  1,412,941  65476310
Sumitomo Metal Industries Ltd.   240,000  908,930  86599999
Tadano Ltd.   143,000  1,429,926  87357899
Tokyo Steel Manufacturing Co. Ltd.   179,500  4,501,162  88998799
  13,532,547
METALS & MINING - 3.4%
Broken Hill Proprietary Co. Ltd. (The)  100,000  1,534,522  05599810
Dowa Mining Co. Ltd.   263,000  1,574,118  26099292
Kanamoto Co. Ltd.   114,400  2,644,404  48399B22
Mitsubishi Materials Corp.   600,000  3,411,588  60680092
Nittetsu Mining Co. Ltd.   220,000  2,204,426  65479099
Pacific Metals Co. Ltd. (a)  400,000  2,063,876  69455699
QNI Ltd.  547,600  927,344  74799B92
Teikoku Oil Co. Ltd.  200,000  1,601,568  87999692
  15,961,846
PACKAGING & CONTAINERS - 0.5%
Carnaudmetalbox Asia Ltd.   157,000  577,520  17699C22
Dainippon Shigyo Co. Ltd.   9,000  100,304  23599592
Singamas Containers Holdings Ltd.   1,900,000  620,882  83399C22
Sinocan Holdings Ltd.   5,000,000  1,242,400  84999422
  2,541,106
PAPER & FOREST PRODUCTS - 2.2%
Chuetsu Pulp & Paper Co. Ltd.   429,000  2,505,690  17199092
Daio Paper Corp.   37,000  523,090  24299492
Hokushin Co. Ltd.  58,000  969,609  43799392
Indah Kiat Pulp & Paper (For. Reg.)  868,000  1,029,465  45499B23
Kokuyo Co. Ltd.   139,000  3,571,643  50033399
Rengo Co. Ltd.   225,000  1,871,420  75999292
Tjiwa Kimia Pabrik Kertas PT (For. Reg.)  10,000  25,793  95499293
  10,496,710
TOTAL BASIC INDUSTRIES   61,286,091
 
 SHARES VALUE (NOTE 1)
CONSTRUCTION & REAL ESTATE - 6.7%
BUILDING MATERIALS - 2.6%
Berger International (a)  1,161,000 $ 605,020  08499J22
C.I. Holdings BHD   85,000  329,193  12099492
Cphofu Seisakusho Co. Ltd.   99,000  2,635,777  16999999
Chugoku Marine Paints Ltd. Ord.   144,000  863,361  17199392
Gantan Beauty Industries Co. Ltd.   45,000  1,277,024  36499E22
Ishikawajima Construction 
 Materials Co.   62,000  1,247,614  46599492
Kansai Paint Co. Ltd.   215,000  1,324,544  48499492
Nakakita Seisakusho Co. Ltd.   47,000  239,111  62899492
Natoco Paint Co. Ltd.   15,000  626,903  63199C22
Tostem Corp.   90,000  2,554,048  89299110
Tsuruya Co. Ltd.   19,000  509,778  93099L22
  12,212,373
CONSTRUCTION - 1.6%
Dia Kensetsu Co. Ltd. (a)  19,000  303,906  25299492
Japan Foundation Engineering Co. Ltd.  150,000  3,374,439  47399892
Kaneshita Construction Co. Ltd. Ord.   102,000  1,663,072  49099592
Subaru Enterprise Co. Ltd. Ord.   72,000  638,976  86499292
Taisei Rotec Corp.   109,000  953,842  87599492
Tsuken Corp.   50,000  851,350  90699A92
  7,785,585
ENGINEERING - 0.4%
C-Cubu Corp.   40,100  467,602  17499793
Nippon Denwa Shisetsu Co. Ltd. Ord.   92,000  1,376,606  68599292
  1,844,208
REAL ESTATE - 2.1%
Filinvest Land, Inc. Ord. (a)  1,420,000  642,081  31699J22
Hankyu Realty Co. Ltd. Ord.   58,000  494,980  41099292
Hwasung Industrial Co.   1,000  58,835  44899G22
Keihanshin Real Estate Co. Ltd.   79,000  766,317  48799692
Mitsubishi Estate Co. Ltd.   358,000  4,211,548  60678310
Mitsui Real Estate Sales Co. Ltd.   32,000  627,419  60999892
Mitsui Fudosan Co.   80,000  899,850  61399492
Nichimo Corp. (a)  152,000  627,418  68599492
Tachihi Enterprise Co. Ltd.   29,000  1,197,049  88699792
TOC Co. Ltd.   25,000  490,171  88889910
  10,015,668
TOTAL CONSTRUCTION & REAL ESTATE   31,857,834
DURABLES - 19.2%
AUTOS, TIRES, & ACCESSORIES - 7.2%
Aisin Seiki Co. Ltd.   125,000  1,896,188  00999999
Aichi Toyoto Motor Co. Ltd.   20,000  379,753  02199393
Calsonic Corp.   335,000  2,713,741  13199292
Chuo Malleable Iron Co. Ltd.   27,000  242,124  17299392
Daido Metal Co. Ltd.   232,000  2,025,406  45599792
Gastec Service, Inc.   40,000  334,348  37599292
Gifu Hino Motor Co. Ltd.   1,000  28,894  38199K22
Honda Motor Co. Ltd.   147,000  2,563,645  43812810
Izumi Industries Ltd.   10,000  154,791  46499G22
Jidosha Denki Kogyo Co. Ltd.   94,000  675,135  47799092
Kansei Corp.   114,000  1,132,883  48540099
Kasai Kogyo Co. Ltd.   305,000  1,982,869  31699192
Keihin Seiki Manufacturing Co. Ltd.   103,000  733,399  48799792
Kiriu Machine Manufacturing Co. Ltd.   1,000  9,814  49799493
Meiwa Industry Co. Ltd.   2,000  13,725  58699592
Mitsuba Electric Manufacturing Co. Ltd.   63,000  845,158  60899392
Nippon Cable Systems, Inc.   33,000  483,566  65799392
Ohi Seisakusho Co.   9,000  107,734  69699392
Royal Ltd.   35,000  1,516,950  78099B22
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
DURABLES - CONTINUED        
AUTOS, TIRES, & ACCESSORIES - CONTINUED 
SNT Corp.   80,000 $ 1,015,427  96399093
Sumitomo Rubber Industries Ltd.  186,000  1,938,600  86699892
Tokai Rika Denki Co. Ltd.   180,000  2,080,388  88199192
Tokyu Car Corp. (a)  104,000  687,932  88799792
Tokyo Nissan Auto Sales Co. Ltd.   9,000  86,745  88998599
Toyota Motor Corp.   204,000  4,505,030  89399999
Toyo Tire & Rubber Co. Ltd. (a)  147,000  732,686  90299892
Toyota Corrolla Gifu Co. Ltd.   2,000  81,730  90399J22
Toyoda Gosei Co.   186,000  1,813,839  90399292
Toyoda Machine Works  Ltd.  208,000  1,888,860  90799692
Unisia Jecs Corp.   105,000  736,801  91699E22
Yorozu Corp.   25,000  642,382  99199792
  34,050,543
CONSUMER DURABLES - 0.5%
Aderans Co. Ltd.   81,000  2,256,850  00699092
CONSUMER ELECTRONICS - 6.3%
Alpine Electronics, Inc. Ord.   110,000  2,247,562  02099192
Daiichi Corp. Ord.   90,000  1,950,364  23599B92
Hana Microelectronics Co. Ltd. (For. Reg.)  52,000  367,211  40999693
Matsushita Electric Industrial Co. Ltd.   569,000  9,453,485  57687910
Rinnai Corp. Ord.   110,000  2,565,399  76681999
Sharp Corp.   220,000  4,109,180  81989991
Sony Corp.   132,000  8,050,359  83569999
Zojirushi Thermos  64,000  997,265  91199492
  29,740,825
HOME FURNISHINGS - 1.5%
Home Wide Corp.   42,000  910,170  43799A92
Komatsu Wall Industry Co. Ltd.   70,000  1,964,811  50299K22
Lilycolor Co. Ltd.   35,000  433,414  53299592
Matsuyadenki Co. Ltd. (a)  74,000  878,179  57699890
Okamura Corp.   184,000  1,697,498  67899010
Pricerite Group Ltd.   740,000  130,247  74199D22
Shimachu Co. Ltd.   30,000  1,021,619  82399010
  7,035,938
TEXTILES & APPAREL - 3.7%
Bridgestone Metalpha Corp.   45,000  873,020  10899722
Daidoh Ltd.   69,000  655,074  56299292
Daiwabo Spinning Co. Ltd.   601,000  1,966,021  23699792
Japan Wool Textile Co. Ltd.  130,000  1,582,993  47084510
Kimuratan Co. Ltd.   162,000  977,968  49439999
Kurabo Industries Ltd.   400,000  1,894,640  50157710
Komatsu Seiren Co. Ltd.  51,000  778,907  50299592
Miyuki Keori Co. Ltd.   58,000  487,797  60299292
Morishita Co. Ltd.   44,000  699,241  61799N22
Nisshinbo Industries  245,000  2,856,923  65411310
Nippon Felt Co. Ltd.   54,000  344,936  65899592
Nigai Co. Ltd.   265,000  1,824,003  66299092
Roda Vivatex PT (For. Reg.) (a)  710,000  1,569,696  77499293
Sangetsu Co. Ltd.   45,000  1,337,392  80019999
  17,848,611
TOTAL DURABLES   90,932,767
ENERGY - 0.3%
OIL & GAS - 0.3%
Ampolex Ltd. Ord.   210,000  636,388  03212792
Hokuriku Gas Co.  40,000  206,800  43899592
Portman Minning Ltd.   1,150,000  614,997  73699422
   1,458,185
 
 SHARES VALUE (NOTE 1)
FINANCE - 6.5%
BANKS - 2.3%
Akita Bank Ltd.  337,000 $ 2,813,404  00999692
Bank of the Ryukyus Ltd.  5,400  328,776  83499192
Mitsubishi Trust & Banking Corp.  265,000  4,101,956  60699410
Okinawa Bank (a)  4,600  246,840  67899792
Sumitomo Trust & Banking Co. Ltd.   200,000  2,910,066  86599310
Union Bank of Philippines (a)  310,500  574,074  90499E92
  10,975,116
CREDIT & OTHER FINANCE - 0.3%
World Co. Ltd.   25,000  1,184,150  98199923
INSURANCE - 1.5%
Dai-Tokyo Fire & Marine 
 Insurance Ord.   306,000  2,333,565  23399210
Sumitomo Marine and Fire 
 Insurance Co. Ltd.  260,000  2,353,026  94599392
Tokio Marine & Fire Insurance 
 Co. Ltd. (The)  190,000  2,254,785  88909099
  6,941,376
SECURITIES INDUSTRY - 2.4%
Boo Kook Securities Co. Ltd. (a)  448  9,498  09899122
Daiwa Securities Co. Ltd.  310,000  4,510,602  23499010
Nomura Securities Co. Ltd.   241,000  5,048,552  65536110
Osaka Shoken Daiko Co. Ltd.   21,000  253,547  68799C22
Osaka Securities Finance Co. 
 Ltd. Ord.   165,000  972,241  68799192
Seoul Securities Co. (a)  1,000  17,563  83599P22
Tokyo Securities Co. Ltd.   107,000  845,798  89799C92
  11,657,801
TOTAL FINANCE   30,758,443
HEALTH - 1.2%
DRUGS & PHARMACEUTICALS - 0.9%
Fujirebio, Inc.   58,000  622,465  35999410
Sankyo Co. Ltd.  138,000  3,588,669  80029710
  4,211,134
MEDICAL EQUIPMENT & SUPPLIES - 0.3%
Hitachi Medical Corp Ord.   52,000  1,003,457  43999792
Nishimoto Sangyo Co. Ltd.   40,000  676,952  66899B92
  1,680,409
TOTAL HEALTH   5,891,543
HOLDING COMPANIES - 0.0%
Seven Network Ltd.   60,000  136,814  81799F22
INDUSTRIAL MACHINERY & EQUIPMENT - 11.5%
ELECTRICAL EQUIPMENT - 6.2%
Hitachi Koki Co. Ltd. Ord.   240,000  2,575,718  43299492
Hokuetsu Industries Co. Ltd.  38,000  239,595  43699392
Icom, Inc.   117,000  1,750,684  44999A92
Inaba Denkisangyo Co. Ltd.   77,000  2,121,563  45399D92
Mitsubishi Electric Co. Ord.   600,000  4,488,930  60673220
Mori Seiki Co. Ltd. Ord.   81,000  2,281,926  61799999
Murata Manufacturing Co. Ltd. Ord.   131,000  5,353,284  62699110
Nifco, Inc.   150,000  2,445,695  66099892
Nippo Ltd.   35,000  794,593  68699992
Omron Corp.   250,000  4,514,730  68215110
Stanley Electric Co. Ltd.    238,000  1,908,322  85499092
Yaesu Musen Co. Ltd.   42,000  710,799  98499F92
  29,185,839
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 5.0%
Aida Engineering Ltd. Ord.   142,000 $ 1,295,372  00871210
Amada Co. Ltd.   150,000  1,981,322  02263110
Amada Metrecs Co. Ltd.   51,000  952,583  02299292
Amadasonoike Co. Ltd.   119,000  1,074,506  02499492
Fuji Machine Manufacturing Co. 
 Ltd. Ord.   60,000  1,968,938  36099892
Fujitec Co. Ltd.   250,400  2,971,569  37199292
Hamada Printing Press Co. Ltd. (a)  47,000  426,810  40699B22
Hitachi Construction Machinery Co. Ltd.   134,000  1,783,809  47199692
Kato Works Co. Ltd.   47,000  332,233  48699192
Kito Corp.   36,000  635,261  49899A22
Kobe Diesel Co. Ltd.  51,000  184,201  49999692
Kyokuto Kaihatsu Kogyo Co. 
 Ltd. Ord.   50,000  1,573,706  74599692
Okuma Corp. (a)  237,000  2,389,443  67999192
Seirei Industry Co. Ltd.   48,000  284,320  81699592
Shibuya Industries  28,000  343,842  88699092
Shintokogio Ltd.    99,000  909,241  97199392
Star Micronics Co. Ltd. Ord.   97,000  1,081,059  58999492
Tsugami Corp.   120,000  783,860  89853699
Toshiba Machine Co. Ltd.  200,000  1,539,652  90199892
Toyo Machinery & Metal Co. Ltd.   28,000  169,898  92299792
Zuiko Corp.   46,000  901,914  91399892
  23,583,539
POLLUTION CONTROL - 0.3%
Maezawa Industries, Inc.   47,000  1,576,286  55899392
TOTAL INDUSTRIAL MACHINERY &
 EQUIPMENT   54,345,664
MEDIA & LEISURE - 2.4%
BROADCASTING - 0.2%
Asahi Broadcasting Corp.   5,000  644,962  04399292
Nine Network Australia Ltd.   156,000  470,429  68999792
  1,115,391
ENTERTAINMENT - 0.2%
Ten Allied Co. Ltd.   40,000  1,073,216  88299492
LEISURE DURABLES & TOYS - 0.5%
Combi Corp.   7,000  91,017  20099522
Shimano, Inc.   60,000  1,194,985  82498099
Shimano, Inc. (warrants) (a)  180  216,811  82498093
Takara Co. Ltd.   77,000  790,620  87599892
  2,293,433
PUBLISHING - 0.2%
Fairfax (John) Holdings Ltd.   335,000  691,725  30399692
RESTAURANTS - 1.3%
Aiya Co. Ltd.   13,000  362,210  00999J22
Green House Co. Ltd.   23,000  947,010  39399192
Joyfull Co. Ltd.   17,000  471,906  49499F22
Ohsho Food Service Corp.   84,000  2,557,144  68899992
Royal Co. Ltd.   51,000  826,273  77999110
Yoshinoya D&C Co. Ltd. Ord.   90  1,114,450  98999192
Yaohan International Caterers Ltd.   300,000  91,239  99099692
  6,370,232
TOTAL MEDIA & LEISURE   11,543,997
NONDURABLES - 4.8%
BEVERAGES - 0.2%
Hokkaido Coca-Cola Bottling Co. Ltd.   26,000  397,090  43499C22
Kinki Coca-Cola Bottling Co. Ltd.   10,000  151,695  49699392
 
 SHARES VALUE (NOTE 1)
 
 
Shikoku Coca-Cola Bottling Co. Ltd.   12,000 $ 182,034  80099B22
Sanyo Coca-Cola Bottling Co. Ltd.   31,000  447,861  80399999
  1,178,680
FOODS - 3.4%
Ariake Japan Co. Ltd.   49,000  2,149,012  04099992
Burns Philp & Co. Ltd.   606,000  1,548,366  12239310
Chubu Suisan Co. Ltd.  200,000  1,095,918  17199A22
Ezaki Glicko Co. Ltd.   393,000  4,136,628  30199492
Marudai Food Co. Ltd.   151,000  1,162,437  57381110
Morozoff Ltd.   86,000  504,969  61744010
Nippon Suisan Kaisha Ltd. (a)   532,000  2,651,626  65462010
Nong Shim Co.   23,650  1,252,776  65599C22
Sonton Food Industry Co. Ltd.    59,000  852,381  83599692
Toho Co. Ltd.   45,000  506,166  94499B22
  15,860,279
HOUSEHOLD PRODUCTS - 0.6%
Comany, Inc.   48,000  847,015  19999192
Matsumoto Yushi-Seiyaku Co. Ltd.  18,000  668,696  58099192
Metro Drug, Inc. Class B (a)  4,400,000  831,204  59699292
Pigeon Corp.   16,000  511,841  72099292
  2,858,756
TOBACCO - 0.6%
Sampoerna, Hanjaya Mandala
 (For. Reg.)  540,000  2,611,553  82299893
TOTAL NONDURABLES   22,509,268
PRECIOUS METALS - 0.2%
Plutonic Resources Ltd.   159,900  773,164  72999192
RETAIL & WHOLESALE - 7.7%
APPAREL STORES - 1.0%
Charle Co. Ltd.   70,000  1,516,950  15999392
Esprit Asia Holdings Ltd.   2,020,000  954,187  29699522
Marutomi Group Co. Ltd.   34,300  438,904  57899292
Xebio Co. Ltd.   40,000  1,651,102  98399192
  4,561,143
APPLIANCE STORES - 0.5%
Eidensha Co. Ltd.  110,000  1,521,078  26849999
Japan CBM Corp.   28,000  1,126,877  47099B22
  2,647,955
GENERAL MERCHANDISE STORES - 1.8%
Ito Yokado Co. Ltd.   70,000  3,821,269  46571410
Matsuzakaya Co. Ltd.   64,000  911,408  57699492
Marui Co. Ltd.   96,000  1,753,470  60444310
Nikku Sangyo Co. Ltd.   30,000  538,672  68799G22
Robinson & Co. Ltd.   334,000  1,547,138  77099392
  8,571,957
GROCERY STORES - 2.1%
Davids Ltd.   490,000  484,051  23899F22
Heiwado Co. Ltd.   92,000  1,746,866  42399492
Heromini Supermarket PT (For. Reg.) (a)  430,000  970,467  42799494
Izumi Co. Ord.   160,000  4,127,754  46399292
Marukyo Corp.   48,000  1,698,984  57899792
U Store Co. Ltd.   14,000  223,931  95599292
Yamae Hisano Co. Ltd.   35,000  512,874  98899392
  9,764,927
RETAIL & WHOLESALE, MISCELLANEOUS - 1.9%
Belluna Co. Ltd. (a)  22,000  973,944  07999522
Komeri Co. Ltd.   26,000  692,224  50699292
Modern Photo Film PT  98,000  537,141  61299792
Senshukai Co. Ltd.   68,000  1,999,897  81719999
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Tachibana Shokai Ltd.   41,000 $ 486,559  88699192
Uny Co. Ltd.   260,000  4,131,881  91529010
  8,821,646
TRADING COMPANIES - 0.4%
Kanematsu-Gosho Ltd.   295,000  1,659,098  48418999
Li & Fung Ltd.   670,000  398,864  51899592
Namsung Corp.   1,200  24,086  63299D22
  2,082,048
TOTAL RETAIL & WHOLESALE   36,449,676
SERVICES - 2.5%
LEASING & RENTAL - 0.9%
Nishio Rent All Co. Ltd. Ord.   37,000  855,271  68399692
Orix Corp.   89,000  3,563,490  68616710
  4,418,761
PRINTING - 0.5%
Komori Corp.   83,000  2,218,358  50046299
SERVICES - 1.1%
Secom Co. Ltd.   35,000  2,336,825  81399292
Tasaki Shinju Co. Ltd. Ord.   140,000  1,921,469  87899392
Wesco, Inc.   24,000  1,010,474  95099B92
  5,268,768
TOTAL SERVICES   11,905,887
TECHNOLOGY - 13.1%
COMMUNICATIONS EQUIPMENT - 0.4%
Japan Radio Co. Ltd.   95,000  1,784,222  47199210
COMPUTER SERVICES & SOFTWARE - 0.4%
Ines Corp. Ord.   32,000  409,473  45699192
ISR Group Ltd. (a)  338,500  351,989  46499F22
Multipolar PT (For. Reg.)  790,000  755,027  62599492
Sumisho Computer Service Corp.   21,000  314,225  86899692
  1,830,714
COMPUTERS & OFFICE EQUIPMENT - 1.9%
Canon, Inc.   245,000  4,550,848  13780199
Fujitsu Ltd.   200,000  2,290,904  35959010
Nihon Unisys Ltd.   121,000  1,598,266  66899292
Nissho Electronics Corp.   31,000  575,822  68299892
  9,015,840
ELECTRONIC INSTRUMENTS - 0.6%
Kaga Electronics Co. Ltd.   130,000  2,374,490  48299392
Ono Sokki Co. Ltd. (a)  33,000  287,756  68299192
Topcon Corp. (a)  38,000  309,788  89599592
  2,972,034
ELECTRONICS - 9.8%
Aiwa Co. Ltd.   202,000  5,503,122  00959999
Alps Electric Co. Ltd.   138,000  1,865,538  02199292
Fujitsu Business Systems Ltd.   30,000  996,853  38199592
Hirose Electric Co. Ltd.    69,000  4,094,216  43354399
Hitachi Ltd.   700,000  7,295,806  43357810
Kinseki Ltd. Ord.   20,000  418,967  49799092
Kyocera Corp.  60,000  4,569,424  50155610
Nitto Denko Corp.   64,000  1,102,936  65480230
Nichicon Corp.    405,000  5,809,300  66199793
Ryoyo Electro Corp. Ord.   136,000  3,803,312  74999999
Rohm Co. Ltd.   110,000  4,847,015  77536110
Ryoden Trading Co. Ltd.   135,000  1,198,080  78379999
Ryosan Co. Ltd.   55,000  1,498,375  78399999
Sanshin Electronics Co. Ltd.   96,000  1,188,793  80199892
 
 SHARES VALUE (NOTE 1)
 
 
U-Shin Ltd.   51,000 $ 499,448  91399293
Varitronix International Ltd.   440,000  652,001  95099792
Wako Electric Co. Ltd.   58,000  1,089,314  93199292
  46,432,500
TOTAL TECHNOLOGY   62,035,310
TRANSPORTATION - 4.8%
AIR TRANSPORTATION - 0.6%
Japan Airlines Co. Ltd.   270,000  2,089,676  47103420
Japan Airport Terminal Co.  40,000  520,097  47299892
Korea Air Terminal Service (a)  1,320  35,602  52299422
Technology Resources Industries BHD (a)  100,000  389,242  93699692
  3,034,617
RAILROADS - 0.2%
Hanshin Electric Railway Co. Ltd.   150,000  724,421  41899492
SHIPPING - 2.7%
Howard Smith  85,000  391,429  44178699
Isewan Terminal Service Co. Ltd.   46,000  345,101  46499D22
Kawasaki Kisen Kaisha Ltd.   686,000  2,951,981  48639892
Mitsui OSK Lines Ltd.  722,000  3,166,504  60799792
Neptune Orient Lines Ltd.   1,306,000  1,948,330  64099610
Nippon Yusen Kabushiki Kaisha  380,000  2,580,261  65463310
Shinwa Kaiun Kaisha Ltd. (a)  338,000  1,339,372  98499092
Tokyo Kisen Co. Ltd.   19,000  178,422  88999999
  12,901,400
TRUCKING & FREIGHT - 1.3%
Daito Koun Co. Ltd.   30,000  352,923  23799G22
Fukuyama Transporting Co. Ltd.   27,000  325,524  35959110
Hitachi Transport System Co.   239,000  2,737,630  43699992
Nippon Konpo Unyu Soko Co. Ltd.   100,000  989,629  65457599
Yamato Transport Co. Ltd.   140,000  1,762,551  99399892
  6,168,257
TOTAL TRANSPORTATION   22,828,695
UTILITIES - 1.7%
TELEPHONE SERVICES - 1.7%
DDI Corp. Ord.   370  3,352,355  23399J22
Nippon Telegraph & Telephone 
 Corp. Ord.   450  4,202,570  65462492
Pakistan Telecommunications Voucher 
 GDR (c)  2,900  478,500  69584910
   8,033,425
TOTAL COMMON STOCKS
 (Cost $442,183,314)   454,598,746
CLOSED-END INVESTMENT COMPANIES - 0.3%
FINANCE - 0.3%
Morgan Stanley Asia-Pacific Fund, Inc.
(Cost $1,330,587)  105,000  1,299,375  61744U10
CONVERTIBLE BONDS - 0.2%
 MOODY'S RATINGS PRINCIPAL
 (UNAUDITED) AMOUNT (B)
DURABLES - 0.1%
AUTOS, TIRES, & ACCESSORIES - 0.1%
Kiriu Machine Manufacturing
 Co. Ltd. 5 1/5%, 9/30/98 - JPY 40,000,000  553,120  497994AA
CONVERTIBLE BONDS - CONTINUED
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) AMOUNT (B) (NOTE 1)
RETAIL & WHOLESALE - 0.1%
GENERAL MERCHANDISE STORES - 0.1%
Aoyama Trading Co.  Ltd.
 0%, 9/30/97 - JPY 30,000,000 $ 278,622  037990AB
RETAIL & WHOLESALE, MISCELLANEOUS - 0.0%
Laox Co. Ltd. 1.90%, 3/31/03 - JPY 10,000,000  100,098  539993AA
TOTAL RETAIL & WHOLESALE   378,720
TECHNOLOGY - 0.0%
COMMUNICATIONS EQUIPMENT - 0.0%
Uniden Corp. 1.60%, 3/30/01 - JPY 5,000,000  48,243  904993AA
TOTAL CONVERTIBLE BONDS
 (Cost $919,879)   980,083
U.S. TREASURY OBLIGATIONS - 0.3%
   
U.S. Treasury Bill yield at time of 
 purchase 4.063%,
 12/8/94 (Cost $1,244,155)   1,250,000  1,244,250  912794P4
REPURCHASE AGREEMENTS - 3.2%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements
 (U.S. Treasury obligations), in a joint
 trading account at 4.78% dated 
 10/31/94 due 11/1/94  $ 15,218,020  15,216,000  99799N9L
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $460,893,935)  $ 473,338,454
FORWARD FOREIGN CURRENCY CONTRACTS
  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 3,422,765,000 JPY 11/1/94 $ 35,320,826 $ (36,490)
(Payable amount $35,357,316)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 7.5%
CONTRACTS TO SELL
 10,795,810,000 JPY 11/1/94 to
    2/1/95 $ 112,031,434  (558,291)
(Receivable amount $111,473,143)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 23.7%
       $ (594,781)
CURRENCY ABBREVIATIONS
JPY - Japanese yen
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(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 $478,500 or 0.1% of net
assets.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $779,732,394 and $471,404,842, respectively.
The market value of futures contracts opened and closed during the period
amounted to $177,670,563 and $178,438,825, respectively (see Note 2 of
Notes to Financial Statements).
The fund participated in the bank borrowing program.  The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $5,604,000 and $2,478,200, respectively. The
weighted average interest rate was 3.99% (see Note 7 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $461,333,625. Net unrealized appreciation aggregated
$12,004,829, of which $28,237,338 related to appreciated investment
securities and $16,232,509 related to depreciated investment securities. 
The fund hereby designates $3,639,498 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$2,483,091, or $0.08 per share. Taxes paid to foreign countries were
$360,912 or $0.01 per share.
JAPAN
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                   <C>           <C>             
 OCTOBER 31, 1994                                                                                    
 
ASSETS                                                                                               
 
Investment in securities, at value (including repurchase agreements of $15,216,000) (cost $460,893,935) - See       $ 473,338,454   
accompanying schedule                                                                                               
 
Cash                                                                                                                752            
 
Receivable for investments sold                                                                                     4,136,298      
 
Receivable for fund shares sold                                                                                     3,205,426      
 
Dividends receivable                                                                                                951,481        
 
Interest receivable                                                                                                 3,036          
 
Redemption fees receivable                                                                                          2,156          
 
 TOTAL ASSETS                                                                                                       481,637,603    
 
LIABILITIES                                                                                                         
 
Payable for investments purchased                                                                     $ 3,466,711                   
 
Unrealized depreciation on foreign currency contracts                                                594,781                      
 
Payable for fund shares redeemed                                                                     7,112,078                    
 
Accrued management fee                                                                               289,070                      
 
Other payables and accrued expenses                                                                  535,873                      
 
 TOTAL LIABILITIES                                                                                                 11,998,513     
 
NET ASSETS                                                                                                         $ 469,639,090   
 
Net Assets consist of:                                                                                             
 
Paid in capital                                                                                                    $ 439,242,946   
 
Undistributed net investment income                                                                                316,078        
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions                18,212,131     
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies         11,867,935     
 
NET ASSETS, for 32,918,445 shares outstanding                                                                      $ 469,639,090   
 
NET ASSET VALUE, offering price                                                                                    $14.27         
and redemption price per share ($469,639,090 (divided by) 32,918,445 shares)                                       
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>           <C>            
 YEAR ENDED OCTOBER 31, 1994                                                                    
 
INVESTMENT INCOME                                                                $ 2,460,214    
Dividends                                                                                       
 
Interest                                                                          1,887,550     
 
                                                                                  4,347,764     
 
Less foreign taxes withheld                                                       (360,912      
                                                                                 )              
 
 TOTAL INCOME                                                                     3,986,852     
 
EXPENSES                                                                                        
 
Management fee                                                      2,776,170                   
Basic fee                                                                                       
 
 Performance adjustment                                             (76,576                     
                                                                   )                            
 
Transfer agent                                                                                  
 
 Fees                                                               1,752,382                   
 
 Redemption fees                                                    (48,874                     
                                                                   )                            
 
Accounting fees and expenses                                        208,339                     
 
Non-interested trustees' compensation                               1,989                       
 
Custodian fees and expenses                                         306,033                     
 
Registration fees                                                   202,453                     
 
Audit                                                               31,783                      
 
Legal                                                               1,845                       
 
Interest                                                            1,374                       
 
Miscellaneous                                                       4,680                       
 
 TOTAL EXPENSES                                                                   5,161,598     
 
NET INVESTMENT INCOME (LOSS)                                                      (1,174,746    
                                                                                 )              
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                             
Net realized gain (loss) on:                                                                    
 
 Investment securities                                              22,187,546                  
 
 Foreign currency transactions                                      (2,079,598                  
                                                                   )                            
 
 Futures contracts                                                  768,262       20,876,210    
 
Change in net unrealized appreciation (depreciation) on:                                        
 
 Investment securities                                              10,557,017                  
 
 Assets and liabilities in foreign currencies                       (962,040      9,594,977     
                                                                   )                            
 
NET GAIN (LOSS)                                                                   30,471,187    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                  $ 29,296,441   
 
OTHER INFORMATION                                                                 $208,003      
Accounting fees paid to FSC                                                                     
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                               <C>              <C>             
                                                                                                  YEAR ENDED       YEAR ENDED      
                                                                                                  OCTOBER 31,      OCTOBER 31,     
                                                                                                  1994             1993            
 
INCREASE (DECREASE) IN NET ASSETS                                                                 
 
Operations                                                                                        $ (1,174,746     $ (757,305      
Net investment income (loss)                                                                      )                )               
 
 Net realized gain (loss)                                                                         20,876,210       4,923,789      
 
 Change in net unrealized appreciation (depreciation)                                             9,594,977        2,318,483      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                  29,296,441       6,484,967      
 
Distributions to shareholders from net realized gains                                             (2,956,786       -              
                                                                                                  )                                
 
Share transactions                                                                                1,298,877,029    473,221,868    
Net proceeds from sales of shares                                                                 
 
 Reinvestment of distributions                                                                    2,893,660        -              
 
 Cost of shares redeemed                                                                          (977,683,984     (364,464,963   
                                                                                                  )                )               
 
 Redemption fees                                                                                  1,017,597        -              
 
 Net increase (decrease) in net assets resulting from share transactions                          325,104,302      108,756,905    
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                         351,443,957      115,241,872    
 
NET ASSETS                                                                                        
 
 Beginning of period                                                                               118,195,133      2,953,261      
 
 End of period (including undistributed net investment income (loss) of $316,078 and ($757,225), 
respectively)                                                                                     $ 469,639,090    $ 118,195,133   
 
OTHER INFORMATION                                                                                 
Shares                                                                                            
 
 Sold                                                                                             95,609,478       36,026,261     
 
 Issued in reinvestment of distributions                                                          247,321          -              
 
 Redeemed                                                                                         (71,792,044      (27,472,802    
                                                                                                  )                )               
 
 Net increase (decrease)                                                                          24,064,755       8,553,459      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>   <C>   
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.               
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
                          YEARS ENDED OCTOBER           SEPTEMBER 15,       
                          31,                           1992                
                                                        (COMMENCEMENT       
                                                        OF OPERATIONS) TO   
 
SELECTED PER-SHARE DATA   1994                   1993   OCTOBER 31, 1992    
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                           <C>         <C>         <C>          
Net asset value, beginning of period                                                          $ 13.35     $ 9.84      $ 10.00      
 
Income from Investment Operations                                                             
 
 Net investment loss                                                                          (.04) B     (.09)       -           
 
 Net realized and unrealized gain (loss)                                                      1.31        3.60        (.16)       
 
 Total from investment operations                                                             1.27        3.51        (.16)       
 
 Less Distributions from net realized gain                                                    (.39)       -           -           
 
Redemption fees added to paid in capital                                                       .04         -           -           
 
Net asset value, end of period                                                                $ 14.27     $ 13.35     $ 9.84       
 
TOTAL RETURNC                                                                                  10.45%      35.67%      (1.60)%     
 
RATIOS AND SUPPLEMENTAL DATA                                                                  
 
Net assets, end of period (000 omitted)                                                       $ 469,639   $ 118,195   $ 2,953      
 
Ratio of expenses to average net assets                                                        1.42%       1.71%       2.00% A     
 
Ratio of expenses to average net assets before expense reductions                             1.42%       1.71%       3.59% A,    
                                                                                                                       D            
 
Ratio of net investment income to average net assets                                          (.32)%      (.77)%      .03% A      
 
Portfolio turnover rate                                                                       153%        257%        -%          
 
A ANNUALIZED                                                                                  
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.  
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. 
D LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. TOTAL RETURN WOULD HAVE BEEN LOWER HAD THE LIMITATION NOT 
BEEN IN EFFECT.   
 
</TABLE>
 
PACIFIC BASIN
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Pacific Basin
has a 3% sales charge which, beginning May 31, 1994, has been waived
through June 30, 1995.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED                  PAST 1   PAST 5   LIFE OF   
OCTOBER 31, 1994               YEAR     YEARS    FUND      
 
PACIFIC BASIN                  16.88%   37.83%   121.65%   
 
PACIFIC BASIN                                              
 (INCL. 3% SALES CHARGE)       13.37%   33.70%   115.00%   
 
Morgan Stanley Pacific Index   9.06%    .61%     87.07%    
 
Average Pacific Region Fund    9.41%    60.46%   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 October 1, 1986. You can compare the fund's figures to the
performance of the Morgan Stanley Pacific index, a broad measure of the
performance of stocks in the Pacific region, weighted by each country's
market capitalization (or total value of its outstanding shares). You can
also compare the fund's performance to the average Pacific region fund
which currently reflects the performance of 36 funds with similar
objectives tracked by Lipper Analytical Services. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effects of
sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED                  PAST 1   PAST 5   LIFE OF   
OCTOBER 31, 1994               YEAR     YEARS    FUND      
 
PACIFIC BASIN                  16.88%   6.63%    10.34%    
 
PACIFIC BASIN                                              
 (INCL. 3% SALES CHARGE)       13.37%   5.98%    9.92%     
 
Morgan Stanley Pacific Index   9.06%    0.12%    8.05%     
 
Average Pacific Region Fund    9.41%    9.53%    n/a       
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
              Pacific Basin (302) Pacific Index
     10/01/86             9700.00          10000.00
     10/31/86             9603.00           8862.00
     11/30/86            10146.20           9399.07
     12/31/86            10611.80          10088.05
     01/31/87            12300.82          11598.87
     02/28/87            12689.17          11904.22
     03/31/87            13951.29          13131.82
     04/30/87            15349.33          15062.31
     05/31/87            15397.87          15062.31
     06/30/87            14329.92          14116.01
     07/31/87            14407.59          13782.70
     08/31/87            15203.70          15420.34
     09/30/87            14999.82          14974.05
     10/31/87            12058.11          13345.52
     11/30/87            12339.66          13875.39
     12/31/87            13264.01          14088.57
     01/31/88            13264.01          14793.36
     02/29/88            13813.41          15831.10
     03/31/88            14578.64          17064.31
     04/30/88            15118.23          17280.12
     05/31/88            14578.64          16620.65
     06/30/88            13744.73          16055.73
     07/31/88            13479.85          16785.08
     08/31/88            13430.79          15542.64
     09/30/88            13627.01          16142.75
     10/31/88            13725.11          17469.62
     11/30/88            14608.07          18911.35
     12/31/88            14649.47          19018.54
     01/31/89            14926.24          19193.41
     02/28/89            15252.45          19438.67
     03/31/89            14896.59          18821.29
     04/30/89            15282.10          18832.42
     05/31/89            14689.01          17780.12
     06/30/89            14006.95          16987.42
     07/31/89            15677.50          19192.02
     08/31/89            14837.28          18004.64
     09/30/89            16063.01          19105.05
     10/31/89            15598.42          18593.72
     11/30/89            16102.55          19478.89
     12/31/89            16325.64          19500.06
     01/31/90            15770.14          18396.74
     02/28/90            14782.58          16611.35
     03/31/90            13867.02          13619.98
     04/30/90            13712.72          13711.64
     05/31/90            15039.75          15616.28
     06/30/90            15266.07          14987.13
     07/31/90            15780.43          14873.33
     08/31/90            13681.86          13454.50
     09/30/90            11449.55          11345.09
     10/31/90            13260.08          13796.09
     11/30/90            12046.21          12266.22
     12/31/90            11882.89          12788.36
     01/31/91            12112.21          13186.92
     02/28/91            13206.69          14812.56
     03/31/91            13039.91          14005.66
     04/30/91            13602.78          14365.60
     05/31/91            13508.97          14309.99
     06/30/91            13279.65          13374.87
     07/31/91            13446.43          13825.95
     08/31/91            12539.58          13124.61
     09/30/91            13321.35          14157.05
     10/31/91            13707.02          14759.53
     11/30/91            13060.76          13809.99
     12/31/91            13373.47          14233.78
     01/31/92            13029.49          13682.29
     02/29/92            12904.40          12724.00
     03/31/92            12091.36          11513.90
     04/30/92            11966.28          10986.10
     05/31/92            12925.25          11842.95
     06/30/92            12654.24          10911.67
     07/31/92            12091.36          10759.99
     08/31/92            12445.77          12234.05
     09/30/92            12362.38          11953.73
     10/31/92            12508.31          11531.67
     11/30/92            12456.19          11749.15
     12/31/92            12354.65          11614.67
     01/31/93            12480.93          11593.05
     02/28/93            13207.06          12155.13
     03/31/93            14101.56          13623.52
     04/30/93            15532.76          15794.04
     05/31/93            16290.46          16253.52
     06/30/93            15448.57          15987.05
     07/31/93            16269.41          16932.23
     08/31/93            17016.58          17433.05
     09/30/93            17058.67          16781.05
     10/31/93            18395.17          17153.59
     11/30/93            17490.14          14733.35
     12/31/93            20250.33          15760.40
     01/31/94            20799.67          17584.75
     02/28/94            21004.33          18038.08
     03/31/94            19431.70          17042.36
     04/30/94            19970.27          17779.27
     05/31/94            20562.70          18202.23
     06/30/94            20476.53          18797.67
     07/31/94            20433.44          18394.37
     08/31/94            21402.87          18714.06
     09/30/94            21122.81          18245.66
     10/31/94            21499.81          18707.18
Let's say you invested $10,000 in Fidelity Pacific Basin Fund on its start
date and paid the 3% sales charge. By October 31, 1994, it would have grown
to $21,500 - a 115.00% increase on your initial investment. That compares
to $10,000 invested in the Morgan Stanley Pacific index, which would have
grown to $18,707 over the same period - an 87.07% increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
PACIFIC BASIN
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with Simon Fraser, 
Portfolio Manager of Pacific Basin Fund
Q. SIMON, HOW DID THE FUND DO?
A. Very well. For the year ended October 31, 1994, the fund had a total
return of 16.88%, nearly doubling the 9.06% return of the Morgan Stanley
Pacific index. It also outperformed the average Pacific region fund, which
was up 9.41% over the year, according to Lipper Analytical Services.
Q. WHY DID IT PERFORM SO MUCH BETTER THAN THE INDEX?
A. There were two factors. First, Japan made up roughly 80% of the index
during the period. So late in 1993, when the Japanese market fell hard, the
index fell with it. Meanwhile, the fund was more heavily invested in the
Southeast Asian markets, which turned in stellar performances at the end of
1993. In fact, a number of Southeast Asian markets, such as Hong Kong and
Malaysia, were up by as much as 25% in December of 1993 alone. In 1994,
when the Japanese market picked up, the fund increased its weighting there
to more closely match the index. I think I should point out that in some
ways the fund and the index are a mismatch. If Japan performs well, the
index will most likely outperform the fund. That's because the fund would
have to invest more than 80% of its assets in Japan to beat the index. To
my way of thinking, that would virtually make it a Japan fund. On the other
hand, if Southeast Asia does well, the fund usually beats the index. 
Q.  WHAT WAS THE OTHER FACTOR BEHIND THE FUND'S STRONG PERFORMANCE?
A. Good stock picking. Within each of the countries where the fund had a
large holding, the stocks we chose outperformed the local index. That
sounds like a simple explanation, but stock picking is definitely the key
to the success of any mutual fund. 
Q. BEFORE WE TALK ABOUT SOME OF THE STOCKS YOU LIKED, CAN YOU PROVIDE A
QUICK OVERVIEW OF HOW JAPAN AND SOUTHEAST ASIA PERFORMED IN 1994? 
A. Sure. We've already touched on it, but here's a broader picture. For the
three years before 1994, Southeast Asia consistently outperformed Japan.
Then, at the beginning of 1994, the situation turned around. Prices of
Southeast Asian stocks were highly-inflated, and, as a result, they
corrected at the beginning of the year. Around the same time, Japan's
economy started picking up. For the first six months of 1994, Japanese
stocks had a big jump, and the Southeast Asian markets generally fell. In
June of 1994, Japan stumbled a little as some analysts started to question
whether earnings were really going to come through as expected. About that
time, several Southeast Asian markets experienced a recovery. When you look
at it objectively, I suppose it all seems like a seesaw, with Japan and
Southeast Asia going in opposite directions.
Q. SIMON, WHY DOES THERE SEEM TO BE AN INVERSE RELATIONSHIP BETWEEN THE
PERFORMANCE OF SOUTHEAST ASIA AND JAPAN?
A. The most obvious reason is that their economies are way out of sync.
Japan was going through a severe recession during part of the period (that
it was just beginning to emerge from at the end of the period), while
Southeast Asia was one of the fastest growing parts of world. That means
that in Japan there were fears of deflation and in Southeast Asia fears of
inflation. It also means that when interest rates rose and bond prices fell
around the world, which caused world stock markets to tumble as well, Japan
was considered a safe haven. That's because inflation - which is considered
the worst enemy of bonds because it eats away at fixed-interest payments -
was not a problem there. Just the opposite is true in Southeast Asia. As a
result, the worldwide fall of bond prices negatively impacted Southeast
Asia, but may have even benefited Japan in relative terms.
Q.  JAPAN IS STILL THE FUND'S LARGEST COUNTRY HOLDING - ABOUT 41% OF THE
FUND IS INVESTED THERE. TELL US ABOUT THE OVERALL ECONOMY AND WHAT STOCKS
YOU PICKED THERE.
A. I believe that a recovery was just beginning to happen in Japan near the
end of the period. This recovery is similar to the one the U.S. market has
experienced over the past few years. Along with its own recovering economy,
Japan got a boost from the improving global economy. As a result of these
two factors, industrial production in Japan since the beginning of 1994
improved for the first time in four years. In this environment, I invested
in mostly steel and chemical companies, which are cyclical stocks - those
that tend to do well when the economy is improving or poorly when the
economy is weak. This approach worked out very well, especially during the
third quarter when steel and chemical companies turned in strong
performances, even though the overall Japanese market had weakened.
Q. WHICH COMPANIES DID YOU OWN?
A. I thought Sumitomo Metals was the best pick of the top four or five
Japanese steel companies that the fund invested in. During this period,
Sumitomo - like other steel companies - was a major beneficiary of the
increasing global demand for steel. In 1993, Korea and other countries were
exporting their steel - which was much less expensive than Japanese steel -
into Japan. However, in 1994, Korean steel companies exported less steel to
Japan because they needed it at home to support their own growing economy.
Also as the Korean economy recovered, its steel increased in price, and the
price gap between Japanese and Korean steel narrowed. What this meant for
Japanese steel companies was that there was less of a threat from cheap
imported steel and more demand for their steel. Another sector that we
expect to benefit from the recovery is Japanese construction companies,
such as Obayashi, one of the fund's top holdings. Construction companies
were hit hard by the Japanese recession but now their stock prices have
become very cheap. 
Q. WHAT OTHER SOUTHEAST ASIAN COUNTRIES LOOKED GOOD?
A. Malaysia was a standout. In fact, in the third quarter it was one of the
best performing markets in the region, if not the world. That's mostly
because the rise in interest rates worldwide, which worsened the economic
situation in Southeast Asian markets, didn't affect Malaysia. In that
country, interest rates stayed low over the past year, and the economy and
money supply continued to grow. In this environment, the real estate market
was strong since many people had more money to spend on new homes. One of
the Malaysian property developers the fund owns is Land & General. This
large company has benefited from the increased demand for middle-class
housing.
Q.  LET'S MOVE TO ANOTHER TOPIC THAT CONTINUED TO BE IN THE NEWS -
DERIVATIVES. DOES THE FUND HOLD THEM?
A. The fund can use currency contracts - a type of derivative - to hedge
its currency exposure and futures contracts to manage its market exposure,
but in the last 12 months I have not used them because of my commitment to
picking stocks rather than predicting broad market movements.
Q.  ANY REGRETS OVER THE PERIOD?
A. Sure. I wish I had moved out of Southeast Asia and into Japan faster at
the very beginning of 1994. I also wish I'd cut back on my position in
Japan when it experienced a somewhat disappointing third quarter.
Q.  HOW DOES THE FUND LOOK GOING FORWARD?
A. I'm relatively optimistic. In 1994, my biggest concern in most of the
Southeast Asian equity markets was inflation. However, I think that the
effects of inflation have already been discounted in many markets, and that
they will now focus on growth. The bottom line is that economic growth in
Southeast Asia combined with a cyclical recovery in Japan means that the
12-month outlook is pretty positive.
 
FUND FACTS
GOAL: To increase the value of the fund's shares 
by investing mainly in stocks in the Pacific Basin 
region
START DATE: October 1, 1986
SIZE: As of October 31, 1994, more than 
$553 million
MANAGER: Simon Fraser, since May 1993; 
also manages various funds for non-U.S. 
investors; joined Fidelity in 1981
(checkmark)
SIMON FRASER ON THE TREND AWAY FROM HONG KONG 
PROPERTY STOCKS:
"Office space in several Southeast Asian countries - 
specifically Singapore and Malaysia - has started to 
look very attractive to companies interested in locating 
their headquarters outside of Hong Kong. There are 
two reasons some companies are considering a move. 
The first is the highly inflated property prices in Hong 
Kong. As an example, property is eight to 10 times 
more expensive in Hong Kong than it is in the 
Malaysian capital of Kuala Lumpur.
"The second reason is that business leaders have not 
forgotten who will be in charge of Hong Kong in 1997. 
While they may not expect a dramatic change, they are 
not certain how the Chinese Government will behave. 
As a result, a number of companies are looking for 
second offices in places like Singapore.
"I should note that most companies looking to relocate 
favor Singapore over Malaysia because they consider 
the Malaysian infrastructure to be less developed. The 
fund owns several property companies in Singapore, 
including Wing Tai Holdings, a very inexpensive 
holding that could turn in strong results going forward." 
(solid bullet)  Sampoerna, an Indonesian cigarette company, was 
a large and unique fund holding. The company makes 
hand-rolled clove cigarettes, which are smoked almost 
exclusively in Indonesia. Sampoerna is considered to 
make the most "macho" brand in the country. This 
brand is favored by workers, who most frequently 
purchase single cigarettes, as opposed to packs.
(solid bullet)  The fund was not heavily invested in China because 
the country's economy was overheated. In fact, there 
are some concerns that China's inflationary 
environment could have an effect on the entire region. 
China's economic situation could mean that investors 
there could see losses. It could also mean that the flow of 
money from China to Hong Kong could dry up.
DISTRIBUTIONS
The Board of Trustees of Fidelity Pacific Basin Fund 
voted to pay on December 5, 1994, to shareholders of 
record at the opening of business on December 2, 
1994, a distribution of $2.02 derived from capital gains 
realized from sales of portfolio securities and a 
dividend of $.02 from net investment income.
PACIFIC BASIN
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
United 
States 3.7%
Australia 8.8%
Thailand 6.3%
Row: 1, Col: 1, Value: 3.7
Row: 1, Col: 2, Value: 6.3
Row: 1, Col: 3, Value: 8.1
Row: 1, Col: 4, Value: 6.3
Row: 1, Col: 5, Value: 8.800000000000001
Row: 1, Col: 6, Value: 3.7
Row: 1, Col: 7, Value: 40.8
Row: 1, Col: 8, Value: 7.7
Row: 1, Col: 9, Value: 5.8
Row: 1, Col: 10, Value: 8.800000000000001
Hong Kong 5.8%
Singapore 8.1%
Other 6.3%
Indonesia 7.7%
Malaysia 8.8%
Korea (South) 3.7%
Japan 40.8%
AS OF APRIL 30, 1994 
 
United 
States 4.1%
Australia 7.9%
Thailand 7.0%
Row: 1, Col: 1, Value: 4.1
Row: 1, Col: 2, Value: 7.0
Row: 1, Col: 3, Value: 5.8
Row: 1, Col: 4, Value: 6.0
Row: 1, Col: 5, Value: 11.8
Row: 1, Col: 6, Value: 3.7
Row: 1, Col: 7, Value: 38.0
Row: 1, Col: 8, Value: 6.7
Row: 1, Col: 9, Value: 8.9
Row: 1, Col: 10, Value: 7.9
Hong Kong 8.9%
Singapore 5.9%
Other 6.0%
Indonesia 6.7%
Malaysia 11.8%
Korea (South) 3.7%
Japan 38.0%
ASSET ALLOCATION
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Stocks and closed-end                                  
 investment companies    93.1           92.6           
 
Bonds                    3.2            3.3            
 
Short-term investments   3.7            4.1            
 
TOP TEN STOCKS 
                                    % OF FUND'S    % OF FUND'S    
                                    INVESTMENTS    INVESTMENTS    
                                                   6 MONTHS AGO   
 
Sumitomo Metal Industries Ltd.                                    
(Japan, Iron & Steel)               1.7            1.0            
 
East Japan Railway Co.                                            
(Japan, Railroads)                  1.4            0.4            
 
Obayashi Corp.                                                    
(Japan, Construction)               1.3            1.4            
 
Sampoerna, Hanjaya Mandala                                        
(For. Reg.)                                                       
(Indonesia, Tobacco)                1.3            1.1            
 
Taisei Corp.                                                      
(Japan, Construction)               1.2            0.4            
 
Wing Tai Holdings Ltd.                                            
(Singapore, Textiles & Apparel)     1.1            1.1            
 
Nippon Shokubai Co. Ltd.                                          
(Japan, Chemical & Plastics)        1.1            -              
 
Toshiba Corp.                                                     
(Japan, Electronics)                1.0            0.9            
 
Kawasaki Kisen Kaisha Ltd.                                        
(Japan, Shipping)                   1.0            0.9            
 
Toyo Communication Equipment Ltd.                                 
(Japan, Communications Equipment)   0.9            -              
 
TOP TEN INDUSTRIES 
                                   % OF FUND'S    % OF FUND'S    
                                   INVESTMENTS    INVESTMENTS    
                                                  6 MONTHS AGO   
 
Construction & Real Estate         17.4           15.3           
 
Basic Industries                   15.5           12.9           
 
Finance                            13.9           19.8           
 
Technology                         5.6            5.1            
 
Durables                           5.6            6.9            
 
Retail & Wholesale                 5.4            3.0            
 
Industrial Machinery & Equipment   5.3            9.6            
 
Transportation                     4.9            3.8            
 
Nondurables                        4.9            5.1            
 
Media & Leisure                    4.0            3.8            
 
 
PACIFIC BASIN
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 91.8%
 SHARES VALUE (NOTE 1)
AUSTRALIA - 8.6%
Accor Asia Pacific Ltd.   775,979 $ 553,304  00499N22
Amcor Ltd.  126,885  844,425  02341R10
Ampolex Ltd. Ord.   1,700,000  5,151,714  03212792
Australian National Industries Ltd. (a)  1,451,935  1,563,719  05290110
Broken Hill Proprietary Co. Ltd. (The)  329,741  5,059,948  05599810
Burns Philp & Co. Ltd.  215,412  550,391  12239310
CRA Ltd. Ord.  41,000  583,475  12627210
CSR Ltd.   154,257  536,208  12639610
Coca-Cola Amatil Ltd.   127,543  805,227  19108593
Comalco Ltd.   652,000  2,784,568  19983099
Commonwealth Bank of Australia  (c)  341,763  1,891,142  20299492
Country Road Ltd.   766,163  574,760  22299392
Fosters Brewing Group Ltd.   2,000,000  1,767,740  35025810
Gold Mines Kalgoorlie Ltd.  479,390  437,961  38065310
Memtec Ltd. Ord.   837,700  933,307  58699192
North Broken Hill Holdings Ltd.   150,000  420,026  65786499
Nine Network Australia Ltd.   350,000  1,055,450  68999792
Oil Search Ltd.   4,038,000  2,879,256  67799992
Pacific BBA Ltd. (c)  1,119,832  3,135,720  69399292
Parbury Ltd.  16,180  8,412  69999392
Plutonic Resources Ltd.   658,125  3,182,232  72999192
QNI Ltd.  1,694,880  2,870,228  74799B92
Rothmans Holdings Ltd. Ord.  344,500  1,325,447  77869910
Shomega Ltd.   715,000  929,364  82599M22
TNT Ltd. (a)  500,000  895,015  93599292
VOX Ltd.   1,010,000  127,533  92899B92
W.D. & H.O. Wills Holdings Ltd.   155,700  416,326  94299892
Western Mining Corp. Holdings Ltd.   364,680  2,272,565  95869410
Woodside Petroleum Ltd.   500,000  1,864,305  98022810
Woolworths Ltd.  1,296,098  2,772,509  98088892
  48,192,277
GRAND CAYMAN - 0.0%
Sanzo Finance Ltd. (warrants) (a)  250  115,625  80599B22
HONG KONG - 5.2%
Allan International Holdings Ltd.   100,000  6,341  01699522
Applied International Holding Ord.   2,000,000  302,840  03792310
Associated International Hotels Ltd.  300,000  215,478  04599492
Benelux International Ltd.   3,250,000  290,225  08199922
CDL Hotels International Ltd.   978,465  449,536  14999792
Chinney Investments Ltd.  5,682,000  1,007,419  16999B22
Chow Sang Sang Holdings
 International Ltd.   2,000,000  776,500  17399K92
China Paint Holdings Ltd.   2,000,000  178,600  17799392
Culturecom Holdings Ltd.   2,000,664  160,533  23099322
Culturecom Holdings Ltd. (warrants) (a)  1,523,332  23,657  23099324
Denway Investment Ltd.   1,000,000  155,300  24999C23
Dickson Concepts International Ltd.  3,150,000  2,445,975  25399210
Esprit Asia Holdings Ltd.   500,000  236,185  29699522
First Pacific Co. Ltd.   1,309,752  923,794  33699192
Fortei Holdings Ltd.   1,500,000  229,065  34999D22
Grand Hotel Holdings Ltd. Class A  1,500,000  621,195  38599292
Great Eagle Holdings Ltd.   3,000,000  1,708,290  39099394
Great Wall Electronic International Ltd.   750,000  82,500  39199922
Great Wall Electriconic International
 Ltd. (warrants) (a)  75,000  2,330  39199923
Guangzhou Investment Co. Ltd.   920,000  294,685  40099G22
Herald Holdings Ltd.  1,000,000  144,950  42699892
Hong Kong Ferry Holdings Ltd.   525,000  733,793  43899A92
Hopewell Holdings Ltd.   456,000  469,160  44099999
HKR International Ltd.   2,249,600  2,241,749  43999192
International Bank of Asia Ltd.   2,184,000  911,536  45899E22
International Tak Cheung Holdings Ltd.  3,000,067  772,637  46399892
 
 SHARES VALUE (NOTE 1)
 
JCG Holdings Ltd.  330,000 $ 215,672  46799792
Jardine International Motor Corp.   918,000  1,128,644  47499292
K. Wah International Holdings
 Ltd. Ord.   7,000,288  2,242,262  49099292
Kumagai Gumi Co. Ltd.   600,000  671,670  50099210
Lam Soon Food Industries Ltd.   1,624,000  380,406  51299592
Lamex Holdings Ltd.   750,000  325,155  51399292
Le Saunda Holdings Ltd. (c)  900,000  111,816  52199792
Leefung Asco Printers Holdings Ltd.  2,387,000  376,883  52499692
Mingly Corp. Ltd.   1,642,000  331,503  60399C22
M.C. Packaging Hong Kong Ltd.  1,213,333  451,445  62399092
National Mutual Asia Ltd.   3,000,000  1,941,240  63699592
Prod-Art Technology Holdings Ltd.   2,659,500  199,622  74499C92
Sime Darby Hong Kong Ltd.   200,000  271,774  82899392
Siu-Fung Ceramics Holdings Ltd.   1,000,000  231,660  82999G22
South China Brokerage Co. Ltd.   530,000  74,078  83799E22
Star Paging International 
 Holdings Ltd.   636,000  218,116  85599692
Star Paging International 
 Holdings Ltd. (warrants) (a)  143,600  6,784  85599693
Stone Electronic Technology Ltd.  200,000  41,154  86199B22
SHK Hong Kong Industries Ltd.   363,000  36,641  90699B92
SHK Convertibles Ltd.   3,630  3,171  90699G22
Shougang Concord International
 Enterprises Co. Ltd.   2,000,000  685,900  99099L22
S. Megga International Holdings Ltd.  2,000,000  308,020  99999C92
S. Megga International Holdings Ltd.
 (warrants) (a)  1,250,000  54,188  99999C93
Tai Cheung Holdings Ltd.   525,767  707,646  93499892
Wah Kwong Shipping Holdings Ltd.   1,026,000  2,177,613  93056692
Wing Shan International Ltd.  1,000,000  248,480  97499722
Yaohan International Caterers Ltd.   542,000  164,838  99099692
Yips Hang Cheung Holdings Ltd.   784,817  281,851  99599592
  29,272,505
INDIA - 1.0%
Bombay Dyeing & Manufacturing
 Co. GDR  35,000  498,750  09799H23
CESC Ltd. GDR (c)  95,000  1,045,000  15712810
CESC Ltd. GDR (warrants) (a)(c)  38,000  95,000  15712811
Great Eastern Shipping Co. Ltd. GDR  25,000  318,750  39099823
Himalayan Fund (a)  67,299  1,152,159  43299792
Himalayan Fund (warrants) (a)  13,459  33,648  43299793
Indo Gulf Fertilizer and Chemicals 
 Corp. Ltd. GDR  (a)(c)  17,000  50,150  45577P10
Southern Petrochemical Industries 
 Corp. GDS (a)  130,000  1,852,500  84361310
Tata Electric Companies GDR (a)(c)  210  88,200  87656610
Tube Investments of India Ltd. GDR (a)  110,000  770,000  90699F23
  5,904,157
INDONESIA - 7.4%
Argha Karya Prima PT  150,000  193,448  01099992
Andayani Megah PT  400,000  829,064  03399722
Astra International PT (For. Reg.)  1,286,400  2,844,025  04699894
Bakrie & Bros. PT Ord. (For. Reg.)  970,000  3,194,433  05799292
Bank Dagang Nas Indonesia PT  525,000  1,015,602  06099Q22
Bank International Indonesia PT Ord.   760,000  2,572,858  06199B92
Bank Mashill Utama PT  (For. Reg.) (a)  276,500  292,913  06399L22
Bank Tiara Asia PT (a)  290,000  520,927  06599J22
Barito Pacific Timber PT (For. Reg.)  480,000  818,011  06799F23
Dharmala International Land PT  180,000  246,647  25399592
Duta Anggada Realty Ord.  554,166  561,536  26699192
Duta Pertiwi Nusantara PT (For. Reg.)  85,000  114,515  26699922
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
INDONESIA - CONTINUED
Gadjah Tunggal PT (For. Reg.)  242,000 $ 412,414  36599294
Indah Kiat Pulp & Paper (For. Reg.)  3,073,000  3,644,639  45499B23
Indosat (Indonesia Satellite) sponsored 
 ADR  15,600  612,300  71568010
Inti Indorayon Utama PT (For. Reg.)  200,000  543,498  69364L94
Jaya Real Property (For. Reg.) (a)  25,000  101,042  47399B22
Kabel Metal PT  360,000  518,166  84599B92
Kalbe Farma (For. Reg.)  100,000  442,167  48699994
Mayorma Indah PT  405,600  2,241,788  83099A92
Medco Energi Corp. (For. Reg.) (a)  1,234,500  3,070,436  58399C22
Modernland Realty PT   247,000  864,621  60999A92
Modern Photo Film PT  442,500  2,425,356  61299792
Mulia Industrindo PT (For.) (a)  225,000  658,069  62499B23
Pakuwon Jati PT (For. Reg.) (a)  1,229,000  1,316,099  69599393
Panin Bank PT (For. Reg.)  1,300,000  2,275,325  69899823
PT Inco  93,000  274,144  78999992
Semen Cibinong PT (For. Reg.)  324,000  1,149,082  81799693
Sampoerna, Hanjaya Mandala 
 (For. Reg.)  1,459,500  7,058,448  82299893
Sumalindo Lestari Jaya PT (For. Reg.) (a)  100,000  299,384  86599G22
SUCACO PT  61,300  204,698  89399292
Unilever PT  12,802  229,963  94399592
  41,545,618
JAPAN - 40.8%
Acom Co. Ltd.   57,000  2,094,010  00499M22
Aida Engineering Ltd. Ord.   12,000  109,468  00871210
Aim Services Co. Ltd. (a)  50,000  1,620,144  01999522
Amway Japan Ltd.   70,000  2,268,201  03399592
Aplus Co. Ltd.   110,000  539,188  03899A92
Bandai Co. Ltd. (warrants) (a)  100  125,000  06099193
CMK Corp.   179,000  3,306,434  12580599
Catena Corp.   28,000  690,573  14899792
Charle Co. Ltd.   26,000  563,438  15999392
Chofu Seisakusho Co. Ltd.   45,000  1,198,080  16999999
Chiyoda Corp.   150,000  2,027,759  17098910
Chiyoda Fire & Marine Insurance
 Co., Inc.   200,000  1,322,946  17099010
Chuo Trust & Banking Co. Ltd.  85,000  1,447,294  17499492
Citizens Watch Co. Ltd. (warrants) (a)  500  218,750  17560092
C Itoh Fuel (warrants) (a)  360  265,500  73299194
Daicel Chemical Industries Ltd.   250,000  1,524,690  23398110
Daiwa House Industry Co. Ltd. 
 (warrants) (a)  1,000  200,000  23406298
Daiki Co. Ltd.   31,200  743,739  23999D22
Denki Kagaku Kogyo (a)  429,000  1,916,896  24899092
Daiwa Industries (warrants) (a)  250  131,250  24899693
Denki Kogyo Co. Ltd.   200,000  2,456,014  24899792
Denki Kogyo Co. Ltd. (warrants) (a)  2,500  226,821  24899793
Denyo Co. Ltd. (warrants) (a)  740  666,000  24999193
Daito Trust Construction  120,000  1,634,591  24999492
Dia Kensetsu Co. Ltd.  (a)  24,000  383,881  25299492
East Japan Railway Co. Ord.  1,600  7,974,821  27399722
Enix Corp.   15,000  569,630  29399A22
FCC Co. Ltd. (a)  47,000  1,930,344  30199822
Fanuc Ltd.   40,000  1,940,044  30729599
Fujikura Ltd. (warrants) (a)  3,000  470,354  35958793
Fujisawa Pharmaceutical Co. Ltd.   50,000  577,886  35999110
Fuji Oil Co. Ltd. (warrants) (a)  200  45,000  35999392
Fujisash Co. Ltd.   14,700  216,924  36099C22
Fuso Pharmaceutical Industries Ltd.   97,000  806,790  36113299
Fuji Coca-Cola Bottling Co. Ltd.   27,000  378,928  36499D22
Funai Research & Development, Inc.   32,000  495,331  36499492
Fujitsu Kiden Ltd.  15,000  278,623  39599092
Heiwa Corp.   50,000  1,253,806  42399792
Hitachi Ltd. ADR  23,800  2,433,550  43357850
 
 SHARES VALUE (NOTE 1)
 
Hokko Chemical Industries Co. Ltd.  69,000 $ 433,631  43599592
Hitachi Transport System Co.   150,000  1,718,178  43699992
Honda Motor Co. Ltd.   150,000  2,615,964  43812810
IDEC Izumi Corp.   1,000  9,948  45199392
Impact 21 Co. Ltd.   23,000  450,957  45299C22
Inui Tatemono Co. Ltd.   27,000  345,493  46299892
Japan Associated Finance Co.   2,000  295,134  47099692
Japan Radio Co. Ltd. (warrants) (a)  4,000  346,996  47199223
Kagoshima Bank Ltd.   150,000  1,191,890  48299592
Katokichi Co. Ltd.   25,000  614,004  48579610
Kawasaki Kisen Kaisha Ltd. (a)  1,250,000  5,378,975  48639892
Kawasaki Heavy Industries Ltd.   500,000  2,456,015  48639991
Kawasaki Heavy Industries Ltd. 
 (warrants) (a)  1,000  237,500  48639992
Keiyo Co. Ltd.   30,000  489,139  48779210
Kinki Nippon Railway Co. Ltd. #3 
 (warrants) (a)  4,000  471,150  49570093
Koa Fire & Marine Insurance Co. Ltd.   11,000  77,189  49999010
Komatsu Ltd. Ord.   350,000  3,322,841  50045899
Kumagai Gumi Co. Ltd.   800,000  4,020,432  50125110
Kyushu Matsushita Electric Co. Ltd.   130,000  3,273,309  50199110
Mabuchi Motors Co.   100  7,657  55409799
Matsushita Electric Works Co.
 Ltd. (warrants) (a)  400  400,000  57688192
Maruha Corp.   300,000  1,318,818  57699G22
Matsuzakaya Co. Ltd.   113,000  1,609,205  57699492
Marukyo Corp.   27,000  955,678  57899792
Miyosha Oil & Fat Co. Ltd. Ord.   150,000  820,391  59999192
Marui Co. Ltd.   200,000  3,653,062  60444310
Miroku Jyoho Service Co. Ltd.   14,000  452,196  60499D92
Mitsubishi Kasei (warrants) (a)  400  380,000  60675092
Mitsubishi Corp.   355,000  4,835,664  60676910
Mitsubishi Estate Co. Ltd.   150,000  1,764,615  60678310
Mitsubishi Rayon Co. Ltd.   200,000  934,936  60681010
Mitsui Mining & Smelting Co. Ltd.  300,000  1,374,543  60684410
Mitsui Mining & Smelting Co.
 Ltd. (warrants) (a)  1,200  402,215  60684492
Mitsui Engineer & Shipbuilding Co. Ltd.   1,000,000  3,580,830  60700099
Mitsubishi Chemical Industries Ltd. (a)   426,000  2,514,546  60799D22
Mitsui OSK Lines Ltd.   500,000  2,192,870  60799792
Mitsuba Electric Manufacturing Co. 
 Ltd. (warrants) (a)  3,000  1,157,979  60899394
Mitsubishi Kakoki Kaisha 
 Ltd. (warrants) (a)  4,000  388,380  60999793
Mitsui High-Tec, Inc.   76,000  2,133,223  61099092
Mori Seiki Co. Ltd. Ord.   125,000  3,521,490  61799999
NEC Corp.   125,000  1,599,505  62999410
Nakayama Steel Works Ltd.  122,000  920,303  62999310
Namura Shipbuilding Co. Ltd.   430,000  3,332,440  62999892
Navix Line Ltd. (a)   500,000  1,981,320  63899592
NGK Insulators Ltd.  (warrants) (a)  2,650  1,225,625  64350093
Nichii Co. Ltd.  (warrants) (a)  2,000  100,279  65299195
Nichicon Corp.   160,000  2,295,032  66199793
Nintendo Co. Ltd. Ord.   15,000  842,062  65443999
Nippon Crane Works Ltd. (a)  100,000  309,582  68299492
Nippon Computer Systems Corp.   200,000  2,930,706  68599692
Nippon Kokan KK (a)  1,000,000  3,085,500  65457410
Nippon Shokubai Co. Ltd.   552,000  6,038,080  65461299
Nippon Telegraph & Telephone 
 Corp. Ord.   300  2,801,713  65462492
Nippon Yakin Kogyo Co. Ltd.   25,000  151,437  65467010
Nippon Shokubai Kagaku Kagyo  200,000  1,523,142  65499710
Nippon Shinyaku Co. Ltd. 
 (warrants) (a)  3,000  346,200  65699094
Nippon Zeon Co. Ltd. (a)  152,000  928,580  66499692
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
JAPAN - CONTINUED
Nissan Chemical Industries Ltd.   155,000 $ 1,225,221  65699692
Nissan Fire & Marine Insurance Co. Ltd.  200,000  1,533,460  66699492
Nissha Printing Co. Ltd.   52,000  1,110,779  66999492
Nissei Build Kogyo Co. Ltd.   41,000  537,330  67299792
Nomura Securities Co. Ltd.   200,000  4,189,670  65536110
Obayashi Corp.   1,000,000  7,141,010  67090410
Oliver Corp. (warrants) (a)  2,000  160,764  68099193
Olympus Optical Co. Ltd.   100,000  1,104,174  68162710
Omron Corp.  (warrants) (a)  400  200,000  68215192
Ono Pharmaceutical Co. Ltd.   15,000  702,750  68299010
Orient Finance Co. Ltd.   300,000  1,965,843  68616610
Promise Co. Ltd.   70,000  3,900,728  74499E22
Sampei Construction Co. Ltd.   3  30,649  79599G22
San-In Godo Bank Ltd.  30,000  284,815  79999492
Sankyo Co. Ltd.  152,000  3,952,737  80029710
Shikoku Coca-Cola Bottling Co. Ltd.   24,000  364,068  80099B22
Sanwa Shutter Corp. (warrants) (a)  1,500  112,500  80302493
Sanyo Coca-Cola Bottling Co. Ltd.   41,000  592,333  80399999
Sekisui House Ltd. (warrants) (a)  500  112,500  81607897
Seiren Co. Ltd.   150,000  1,609,824  81699692
Senko Co. Ltd. (warrants) (a)  450  61,875  81799293
Shimizu Construction Co. Ltd.   102,000  1,052,578  82499110
Shinko Shoji Co. Ltd.   50,000  706,878  90699492
Sony Corp.   50,000  3,049,379  83569999
Sumitomo Cement Co. Ltd. 
 (warrants) (a)  750  253,388  86560593
Sumitomo Realty & Development Co. Ltd.   750,000  4,798,515  86562310
Sumitomo Chemical Co. Ltd.  200,000  1,180,538  86599610
Sumitomo Chemical Co. Ltd. 
 (warrants) (a)  2,000  445,553  86599692
Sumitomo Metal Industries Ltd.  2,550,000  9,657,386  86599999
Sumitomo Sitix Corp.   200,000  3,240,286  68799692
Sun Wave Co. Ltd. (warrants) (a)  300  82,500  86699B93
Super Daiei Co. Ltd.   12,000  163,459  98499H22
Taisei Corp.   1,000,000  6,697,280  87346610
Tada Corp.   80,000  491,202  87499592
Tanseisha Co. Ltd.   30,000  492,235  87599292
Tasaki Shinju Co. Ltd. Ord.   50,000  686,239  87899392
Tokyo Electric Power Co., Inc.   20,000  586,141  88910710
Tohoku Telecommunications 
 Construction Co. Ltd.   20,000  224,963  89099792
Toshiba Corp.   750,000  5,913,008  89149310
Toshoku Co. Ltd.  93,500  709,174  89191190
Tokyo Electron Ltd.   30,000  1,003,044  89499999
Tokyo Securities Co. Ltd.  234,000  1,849,688  89799C92
Tomoku Co. Ltd.   43,000  316,382  90099892
Toshiba Chemical Corp.  16,000  189,877  90199792
Toyo Communication Equipment Ltd. (a)  164,000  5,330,994  90999392
Tokyo Kososushi Co. Ltd.   27,000  529,384  91599C22
Valor Co. Ltd.   6,000  102,162  92099B22
Techno Ryowa Ltd.   19,000  527,424  95999892
Yamanouchi Pharmaceutical Co. Ltd.   170,000  3,350,705  98414010
Yamaichi Securities Co. Ltd.  200,000  1,585,058  98499210
Yamaha Corp.   250,000  3,328,003  98463499
Yaohan Japan Corp. (warrants) (a)  200  62,500  98899894
Yoshinoya D&C Co. Ltd. Ord.  30  371,498  98999192
Yorozu Corp.   10,000  256,953  99199792
  229,738,651
KOREA (SOUTH) - 3.5%
Boram Bank (a)  30,000  391,394  09999322
Boram Bank (New)  7,130  86,760  09999325
Boram Securities Co. Ltd.   25,000  423,383  18599622
Coryo Securities  100,000  1,906,793  22199822
 
 SHARES VALUE (NOTE 1)
 
Daeyu Securities   71,820 $ 1,627,133  23399G22
Daewoo Electronics (a)   40,000  662,360  23899C22
Daewoo Electronics (New)  1,200  18,968  23899C23
Dong Ah Construction Industries 
 Co. Ltd. (a)  21,277  798,071  25799K22
Hanjin Engineering & Construction
 Co. Ltd. (a)  35,020  878,630  41099822
Jaeil Investment Finance (a)  30,000  477,953  16399B22
Hanshin Securities Co. Ltd.   440  15,222  41899722
Kia Motors Corp. GDR (a)(c)  71,500  1,340,625  49373820
Kolon Industries, Inc.   9,882  433,635  50899292
Korean Air   45,000  1,665,308  52299522
Korean Air (RFD) (a)  5,700  147,657  52299526
Miwon Co. Ltd.   26,028  803,223  61299693
Namsung Corp.   52,000  1,043,718  63299D22
Nong Shim Co.   26,857  1,422,656  65599C22
Ssangyong Cement Co.   19,712  846,640  76899392
Ssangyong Investment & Securities 
 Co. Ltd.   41,200  1,085,367  77699522
Ssangyong Investment &  Securities Co. 
 Ltd. (New) (a)  4,124  99,330  77699524
Sam Yang Co. Ltd. (warrants) (a)  300  213,750  83999B23
Tong Yang Investment & 
 Finance Co. Ltd. (a)  45,000  1,010,475  93899D22
Tong Yang Securities Co. Ltd.   20,400  412,018  93999B22
Yukong Ltd.   25,000  1,565,640  98899K22
Yukong Ltd. (New)  1,504  83,016  98899K25
  19,459,725
MALAYSIA - 8.3%
Affin Holdings BHD  352,000  592,117  00899492
Aokam Perdana BHD  150,000  1,238,142  01899792
Aokam Perdana BHD Class A 
 (RFD) (a)  40,000  312,958  01899795
Bandar Raya Development BHD 
 (warrants) (a)  891,000  1,122,357  06000292
Berjaya Leisure BHD (warrants) (a)  265,000  149,282  08410594
Bolton Properties BHD  1,135,000  1,776,037  09799592
CHG Industries BHD  453,000  1,417,700  16699892
CHG Industries BHD (warrants) (a)  142,500  197,340  16699893
Commerce Asset Holding 
 BHD (warrants) (a)  66,666  134,310  20099493
Daiman Development BHD  200,000  336,430  23499C23
Development & Commercial Bank BHD  500,000  1,378,975  25199692
Ekovest BHD  200,000  1,017,114  28299922
General Lumber Fabric & 
 Building BHD (a)  738,000  1,587,873  37099B22
Genting BHD   187,500  1,723,716  37245210
Golden Pharos BHD (a)  799,000  2,766,218  38299D22
Hong Leong Properties BHD  235,000  398,983  43899L22
Hume Industries BHD   280,000  1,172,030  44599692
Kuala Lumpur Kepong BHD Ord.   430,000  1,042,935  49399792
Kumpulan Guthrie BHD  1,300,000  2,339,363  53999492
Kim Hin Industry BHD  143,750  781,662  49499C92
Kim Hin Industry BHD (warrants) (a)  18,750  30,073  49499C95
Land & General BHD  350,000  1,725,185  51499693
Lingui Development BHD   89,333  300,543  53599722
Malakoff BHD  200,000  492,910  56099J22
Mycom BHD  250,000  586,798  63199892
New Straits Times Press BHD  200,000  782,396  64999592
Olympia Industries BHD  130,000  164,772  68199D92
Pengkalen Holdings BHD  2,000  3,951  70799322
Perlis Plantations BHD  332,000  1,168,899  71390092
Phileo Allied BHD  125,000  586,798  71899822
Phileo Allied BHD (rights) (a)  100,000  176,039  71899823
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
MALAYSIA - CONTINUED
Public Finance BHD:  87799994
 (For. Reg.)  111,000 $ 217,115  87799994
 (Loc. Reg.)  154,000  296,402  87799992
Resorts World BHD  200,000  1,267,482  76199592
Rothmans of Pallmall Malysia BHD Ord.   100,000  657,213  77869810
Sime Darby BHD  495,000  1,365,185  82861792
Sime UEP Properties BHD  331,000  763,971  82899492
Sitt Tatt BHD  200,000  586,798  82999392
Sriwani Holdings BHD  175,000  400,489  84499592
Sriwani Holdings BHD (rights) (a)  62,500  35,941  84499593
Sungei Way Holdings BHD  1,011,500  3,996,538  86799892
Sungei Way Holdings BHD 
 (warrants) (a)  144,500  236,288  89499H22
Tanjong PLC  415,000  1,623,472  87599993
Tan & Tan Development BHD  2,500,000  3,716,375  89699B22
Telekom Malaysia BHD  100,000  809,780  94099892
Tongkah Holdings BHD (warrants) (a)  133,333  128,313  94999C96
Westmont BHD (a)  150,000  1,062,102  98499G22
YTL Corp. BHD  340,000  1,928,606  98799092
  46,595,976
NEW ZEALAND - 1.0%
Brierley Investments Ltd.   2,153,738  1,619,503  10901410
Carter Holt Harvey Ltd.   1,342,263  3,259,578  14699292
Ceramco Corp. Ltd.   314,300  712,886  15699692
U-Bix Business Machines Ltd.   105,858  105,045  90299J22
  5,697,012
PAKISTAN - 0.6%
Adamjee Insurance Ltd. (a)  119,520  952,431  00599492
Bank of Punjab (a)  42,900  98,075  79899A92
National Development Leasing Corp. (a)  451,750  634,411  63599492
Pakistan State Oil Co. Ltd.   108,720  1,569,405  34799292
Pakistan Suzuki Motors Ltd. (a)  26,000  43,943  43499A92
Pakistan International Airlines (a)  247,500  103,059  69599B92
  3,401,324
PHILIPPINES - 1.5%
Ayala Corp. Class B  240,000  424,438  05499092
Ayala Land, Inc. Class B  1,655,500  2,595,029  05499392
Basic Petroleum & Mineral, Inc. (a)  91,000,000  65,520  06999122
Benpress Holdings Corp. GDR  59,220  681,030  08230093
Filinvest Land, Inc. Ord. (a)  1,875,000  847,819  31699J22
JG Summit Holdings, Inc. Class B   2,450,000  984,729  46615292
Manila Mining Corp. Class B  26,635,000  192,571  59399C22
Oriental Petroleum & Mineral
 Corp. Class B (a)  45,000,000  56,250  69499F22
Oriental Petroleum & Mineral 
 Corp. (New) (a)  3,000,000  2,400  69499F24
Petrofields Exploration & 
 Development Corp., Inc. (a)  136,000,000  48,960  71699H22
Philex Mining Corp. (a)  2,389,000  403,287  71814230
SM Prime Holdings, Inc. (a)  2,216,000  757,074  83160592
Universal Robina Corp. (a)  1,270,500  1,110,671  91399F22
  8,169,778
SINGAPORE - 7.9%
Avimo Singapore Ltd.   635,000  769,957  05399A92
Bukit Sembawang Estates Ltd. (a)  32,000  706,267  12099892
Clipsal Industries Ltd.   558,000  2,901,600  18899192
Clipsal Industries Ltd. (warrants) (a)  41,600  76,544  18899193
Courts Singapore Ltd.   500,000  705,040  22299992
Creative Technology Corp. Ltd. (a)  60,000  862,500  22599992
DBS Land Ltd.   1,100,000  3,858,987  24399292
Falmac Ltd.   150,000  74,081  30699722
Far East-Levingston Shipbuilding Ltd.   455,000  2,247,104  30799192
First Capital Corp. Ltd.   493,015  1,947,878  31999792
 
 SHARES VALUE (NOTE 1)
 
Genting International   810,000 $ 1,320,300  37245393
Hotel Plaza Ltd. (Loc. Reg.)  300,000  245,232  58099392
Hotel Properties Ltd.   760,000  1,553,136  44199492
Hotel Properties Ltd. (warrants) (a)  190,000  252,385  44199494
Informatics Holdings Ltd.   401,000  314,135  45699D22
Jurong Shipyard Ltd.   274,000  2,463,761  48254699
Kim Engineering Holdings Ltd.   1,000,000  1,246,590  49499D92
Malayan Credit Ltd.   20,000  52,589  56099092
Overseas Chinese Banking Corp.   469,693  5,055,278  68999610
Pacific Can Investment Holdings Ltd.   400,000  362,396  69499C22
Pacific Can Investment Holdings 
 Ltd. (warrants) (a)  60,000  26,771  69499C24
Parkway Holdings Ltd.   1,000,000  2,479,560  70199192
Parkway Holdings Ltd. (warrants) (a)  550,000  741,824  70199193
Pentex Schweizer Circuits Ltd.   256,000  413,297  70999222
Resource Development Corp.   125,000  532,186  76199492
Robinson & Co. Ltd.  100,000  463,215  77099392
Singapore Press Holdings Ltd.  Class A 
 (For. Reg.)  80,000  1,449,591  82999993
Singapore Computer Systems Ltd.  400,000  316,076  83899A92
Steamers Maritime Holdings Ltd.  200,000  162,126  85799192
United Overseas Bank Ltd. (warrants) (a)  379,043  2,246,372  91199E92
United Overseas Land Ltd.   850,000  1,783,377  91199292
United Overseas Land Ltd. (warrants) (a)  545,000  568,015  91199294
Wing Tai Holdings Ltd.   2,984,000  6,098,102  97499392
  44,296,272
SRI LANKA - 0.9%
Associated Motorways Ltd. (a)  13,500  35,116  04599H22
Ceylon Tea Services Ltd. (a)  100,000  503,461  15799B22
Development Finance Corp. of Ceylon (a)  214,933  2,502,366  25199C92
Distilleries Co. of Sri Lanka Ltd. (a)  2,542,000  533,261  25499D92
John Keells Holdings Ltd. GDR (c)  70,000  822,500  48730210
Kelani Tyres Ltd. (Loc. Reg.) (a)  233,000  295,710  48799N22
National Development Bank  47,000  435,788  63599B22
  5,128,202
TAIWAN (FREE CHINA) - 0.5%
Yageo Corp. GDR (a)(c)  150,000  3,112,500  98432610
THAILAND - 4.6%
Asia Fiber Co. PCL (For. Reg.)  400,000  397,224  04499592
Asia Securities Trading (For. Reg.)  450,000  1,625,004  04599D23
Bank of Ayudhya PCL (For. Reg.)  120,000  469,446  05999998
Bangkok Steel Industry Co. Ltd. (For. Reg)  250,000  641,978  06099P23
Bangkok Metropolitan Bank PCL
 (For. Reg.)  1,200,000  1,600,932  06199E23
Dhana Siam Finance & Securities 
 PCL (For. Reg.)  10,500  279,742  24299593
Finance One PCL:
 (For. Reg.)  45,000  910,003  31799E93
 (For. Reg.) (warrants) (a)  8,180  78,771  31799E96
First Bangkok City Bank PCL (For. Reg.)  790,000  760,746  31899D93
Five Star Property Co. Ltd. (For. Reg.) (a)  200,000  890,744  33899223
Goodyear (Thailand) Ltd.  23,600  388,236  38399893
International Engineering PCL (For. Reg.)  81,000  832,003  46299A93
Kiatnakin Finance & Securities 
 PCL (For. Reg.)  19,000  106,729  49699794
Kiatnakin Finance & Securities PCL (a)  57,000  300,746  49699797
Krisda Mahanakorn Company 
 PCL (For. Reg.)  (a)  400,000  1,139,508  50199D93
Krung Thai Bank (For. Reg.)  752,100  2,565,037  50599293
Land & House PCL (For. Reg.)  105,000  2,157,043  51499393
MDX PCL (For. Reg.)  242,000  1,359,387  55699293
Padaeng Industry Co. Ltd. (For. Reg.)  460,000  885,928  69199922
Phatra Thanakit PCL (For. Reg.)  15,100  156,313  71799593
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
THAILAND - CONTINUED
Phatra Thanakit PCL (For. Reg.)
 (rights) (a)  60,400 $ 601,019  71799595
Pizza PCL:
 (For. Reg.)  150,000  418,289  72599593
 (warrants) (a)  37,500  0  72599596
Precious Shipping Ltd.: 
 (Loc. Reg.) (a)  1,900  24,395  73999622
 (For. Reg.)  30,000  385,187  73999623
Saha Union Corp. Ltd. (For. Reg.)  401,363  454,941  78699594
Siam Cement PCL (For. Reg.)  15,000  865,466  78799010
Siam City Bank PCL (For. Reg.)  800,000  1,131,488  81199593
Telecomasia Corp. PCL (For. Reg.)  150,000  607,872  87928D93
Thai Farmers Bank PCL  100,000  882,719  90199010
Thai Military Bank Ltd. (For. Reg.)  200,000  930,868  90199989
Thai President Food Ltd. (For. Reg.) (a)  30,500  330,418  90299992
Thai Airways International Ltd.:
 (Loc. Reg.)  18,000  40,445  90799C92
 (For. Reg.)  361,700  812,711  90799C93
Thai German Ceramic Industry  Co. Ltd.:
 (For. Reg.)  200,000  810,496  94699893
 (warrants) (a) .. 59,940  112,434  94699894
United Foods Co. Ltd. (For. Reg.)  114,200  160,374  91699B93
  26,114,642
TOTAL COMMON STOCKS
 (Cost $456,915,526)   516,744,264
PREFERRED STOCKS - 0.5%
CONVERTIBLE PREFERRED STOCKS - 0.2%
AUSTRALIA - 0.2%
Ampolex Ltd. 8%  300,000  958,149  03210593
NONCONVERTIBLE PREFERRED STOCKS - 0.3%
KOREA (SOUTH) - 0.1%
Dongbu Construction Co. Ltd. (a)  10,910  139,600  25799M23
Hanshin Securities Co. Ltd. (a)  22,000  375,337  41899724
  514,937
THAILAND - 0.2%
Thai Prime Fund Ltd.  75,000  1,275,000  92599B23
TOTAL NONCONVERTIBLE PREFERRED STOCKS   1,789,937
TOTAL PREFERRED STOCKS
 (Cost $2,635,086)   2,748,086
CLOSED-END INVESTMENT COMPANIES - 0.8%
INDONESIA - 0.1%
Indonesia Development Fund Ltd. (SG)  70,000  602,000  71499722
SINGAPORE - 0.2%
Singapore SESDAQ Fund Ltd.  50,000  850,000  94899G22
TAIWAN (FREE CHINA) - 0.1%
R.O.C. Taiwan Fund (SBI)  52,500  597,188  74965110
THAILAND - 0.4%
Kamrai Tawee Capital Fund 
 (For. Reg.) (a)  947,900  912,799  48399E25
Ruang Khao Unit Trust (For. Reg.) (a)  2,282,200  1,556,689  77399393
  2,469,488
TOTAL CLOSED-END INVESTMENT
 COMPANIES (Cost $3,631,331)   4,518,676
CORPORATE BONDS - 3.2%
 MOODY'S RATINGS PRINCIPAL 
 (UNAUDITED) AMOUNT (B) 
CONVERTIBLE BONDS - 3.1%
GRAND CAYMAN  - 0.5%
Bangkok Land euro 4 1/2%, 
 10/13/03 (c) - $ 900,000 $ 643,500  06099LAA
Henderson Capital 
 International Ltd. euro 
 4%, 10/27/96  (c)  -  1,500,000  1,466,250  4247309A
JG Summit Cayman Ltd. 
 euro 3 1/2%, 12/23/03  -  1,000,000  777,500  46699CAA
  2,887,250
HONG KONG - 0.6%
Hon Kwok Land Treasury Ltd. 
 euro 4 7/8%, 12/15/00  -  1,000,000  740,000  43899JAA
Lai Fung Overseas Finance Ltd. 
 euro 5 1/4%, 2/5/98 (d) -  500,000  400,000  50699CAA
Sino Land Co. Ltd. euro  5%,
 10/21/00  (c) -  1,000,000  1,257,500  8293109A
Stelux Holdings Ltd. 1 3/4%, 
 3/31/01  -  CHF 2,000,000  970,951  858991AA
  3,368,451
INDIA - 0.2%
Jindal Strips  Ltd. euro 4 1/4% 
 3/31/99 (c) -  280,000  364,000  642994AA
SCICI Ltd. euro 3 1/2%, 
 4/1/04  -  640,000  633,600  79599KAB
  997,600
INDONESIA - 0.2%
Inti Indorayon Utama PT 
 7%, 5/2/06 -  1,000,000  990,000  69364L9C
KOREA (SOUTH) - 0.1%
Ssangyong Oil Refining 
 euro 3 3/4%, 12/8/08  -  550,000  715,000  78099AAA
MALAYSIA - 0.5%
Land & General BHD  
 euro 4 1/2%, 7/26/04  -  1,600,000  1,984,000  514996AB
United Engineers Malaysia 
 BHD 2%, 3/1/04  (c) -  880,000  875,600  910213AA
  2,859,600
THAILAND - 1.0%
Asia Credit PCL 3 3/4%, 
 11/17/03 (c)  -  505,000  621,150  044909AA
Hemaraj Land and 
 Development PCL
 euro 3 1/2%, 9/9/03  -  500,000  426,250  42399BAA
Juldis Development PCL euro 
 4 1/4%, 12/22/03  -  700,000  525,000  48199AAA
Phatra Thanakit PCL 
 euro 3 1/2%, 12/13/03  -  1,100,000  1,498,750  717995AA
Thai Central Chemical PCL 
 euro 3 3/4% 10/25/03  -  1,250,000  1,140,625  94299GAA
Wattachak PCL euro 3 1/2%, 
 12/6/03  -  1,800,000  1,566,000  94299HAA
  5,777,775
TOTAL CONVERTIBLE BONDS    17,595,676
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS PRINCIPAL 
 (UNAUDITED) AMOUNT (B) 
NONCONVERTIBLE BONDS - 0.1%
MALAYSIA - 0.0%
Berjaya Leisure BHD 5%, 
 1/18/99 - MYR 265,000 $ 84,489  0841059A
Tongkah Holdings BHD 5% 
 5/26/99 - MYR 133,333  39,641  94999CAA
  124,130
SINGAPORE - 0.0%
Hotel Properties Ltd. 3 1/2%, 
 10/15/98 - SGD 304,000  192,589  441994AA
Pacific Can Investment Holdings 
 Ltd. 2 1/2%, 4/30/99 - SGD 60,000  29,837  69499CAA
  222,426
THAILAND - 0.1%
Finance One PCL
 3 3/4%, 2/7/01 - CHF 818  32,821  31799EAA
Thai German Ceramic Industry 
 PCL 3%, 7/8/99 - THB 666  267,631  946998AA
  300,452
TOTAL NONCONVERTIBLE BONDS   647,008
TOTAL CORPORATE BONDS
 (Cost $19,092,684)   18,242,684
REPURCHASE AGREEMENTS - 3.7%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
 (U.S. Treasury obligations), in a joint 
 trading account at 4.78% dated 
 10/31/94 due 11/1/94  $ 20,964,783  20,962,000  99799N9L
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $503,236,627)  $563,215,710
CURRENCY ABBREVIATIONS
MYR - Malaysian ringgit
SGD - Singapore dollar
CHF - Swiss franc
THB - Thai baht
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(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 $16,920,653 or 3.1% of net
assets.
(d) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. 
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $431,522,832 and $448,264,433, respectively.
The fund participated in the interfund lending program as a borrower. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $33,549,00 and $28,085,143,
respectively. The weighted average interest rate was 3.38% (see Note 2 of
Notes to Financial Statements). 
The fund participated in the bank borrowing program.  The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $15,712,000 and $4,681,174, respectively. The
weighted average interest rate was 4.05%. Interest expense includes $12,121
paid under the bank borrowing program (see Note 7 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $503,584,874. Net unrealized appreciation aggregated
$59,630,836, of which $96,333,912 related to appreciated investment
securities and $36,703,076 related to depreciated investment securities. 
The fund hereby designates $30,576,305 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$8,376,038 or $0.30 per share. Taxes paid to foreign countries were
$974,027 or $0.04 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited) 
Aerospace & Defense   2.1%
Basic Industries   15.5
Conglomerates   0.2
Construction & Real Estate   17.4
Durables    5.6
Energy    3.2
Finance   13.9
Health   2.1
Holding Companies   2.2
Industrial Machinery & Equipment   5.3
Media & Leisure   4.0
Nondurables   4.9
Precious Metals   1.2
Retail & Wholesale   5.4
Services   1.4
Repurchase Agreements   3.7
Technology   5.6
Transportation   4.9
Utilities   1.4
    100.0%
PACIFIC BASIN
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                   <C>           <C>             
 OCTOBER 31, 1994                                                                                                   
 
ASSETS                                                                                                              
 
Investment in securities, at value (including repurchase agreements of $20,962,000) (cost $503,236,627) - See       $ 563,215,710   
accompanying schedule                                                                                               
 
Cash                                                                                                                301            
 
Receivable for investments sold                                                                                     5,982,675      
 
Receivable for fund shares sold                                                                                     10,929,267     
 
Dividends receivable                                                                                                966,674        
 
Interest receivable                                                                                                 366,819        
 
 TOTAL ASSETS                                                                                                       581,461,446    
 
LIABILITIES                                                                                                         
 
Payable for investments purchased                                                                     $ 3,708,982                   
 
Payable for fund shares redeemed                                                                      23,244,843                   
 
Accrued management fee                                                                                398,227                      
 
Other payables and accrued expenses                                                                    577,255                      
 
 TOTAL LIABILITIES                                                                                                  27,929,307     
 
NET ASSETS                                                                                                          $ 553,532,139   
 
Net Assets consist of:                                                                                              
 
Paid in capital                                                                                                     $ 400,629,774   
 
Distributions in excess of net investment income                                                                    (352,101       
                                                                                                                    )               
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions                 93,264,474     
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies          59,989,992     
 
NET ASSETS, for 27,733,187 shares outstanding                                                                       $ 553,532,139   
 
NET ASSET VALUE, offering price                                                                                     $19.96         
and redemption price per share ($553,532,139 (divided by) 27,733,187 shares)                                        
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>            <C>            
 YEAR ENDED OCTOBER 31, 1994                                                                     
 
INVESTMENT INCOME                                                                 $ 7,764,339    
Dividends                                                                                        
 
Interest                                                                           1,305,366     
 
                                                                                   9,069,705     
 
Less foreign taxes withheld                                                        (974,027      
                                                                                  )              
 
 TOTAL INCOME                                                                      8,095,678     
 
EXPENSES                                                                                         
 
Management fee                                                      3,932,158                    
Basic fee                                                                                        
 
 Performance adjustment                                             443,566                      
 
Transfer agent fees                                                 2,151,218                    
 
Accounting fees and expenses                                        302,476                      
 
Non-interested trustees' compensation                               2,911                        
 
Custodian fees and expenses                                         869,471                      
 
Registration fees                                                   85,005                       
 
Audit                                                               41,820                       
 
Legal                                                               4,273                        
 
Interest                                                            30,577                       
 
Miscellaneous                                                       5,136                        
 
 Total expenses                                                                    7,868,611     
 
NET INVESTMENT INCOME                                                              227,067       
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                              
Net realized gain (loss) on:                                                                     
 
 Investment securities                                              95,915,294                   
 
 Foreign currency transactions                                      (23,112        95,892,182    
                                                                   )                             
 
Change in net unrealized appreciation (depreciation) on:                                         
 
 Investment securities                                              (23,614,927                  
                                                                   )                             
 
 Assets and liabilities in foreign currencies                       10,909         (23,604,018   
                                                                                  )              
 
NET GAIN (LOSS)                                                                    72,288,164    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                   $ 72,515,231   
 
OTHER INFORMATION                                                                  $1,709,242    
Sales Charges Paid to FDC                                                                        
 
 Deferred sales charges withheld                                                   $24,748       
 by FDC                                                                                          
 
 Accounting fees paid to FSC                                                       $299,541      
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
                                    YEAR ENDED    YEAR ENDED    
INCREASE (DECREASE) IN NET ASSETS   OCTOBER 31,   OCTOBER 31,   
                                    1994          1993          
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                <C>             <C>             
Operations                                                                                          $ 227,067       $ 382,796       
Net investment income                                                                               
 
 Net realized gain (loss)                                                                           95,892,182      17,437,804     
 
 Change in net unrealized appreciation (depreciation)                                               (23,604,018     80,580,451     
                                                                                                    )                               
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                    72,515,231      98,401,051     
 
Distributions to shareholders:                                                                      (256,048        (1,023,177     
From net investment income                                                                          )               )               
 
 In excess of net investment income                                                                 (2,801,167      -              
                                                                                                    )                               
 
 From net realized gain                                                                             (6,809,163      -              
                                                                                                    )                               
 
 TOTAL  DISTRIBUTIONS                                                                               (9,866,378      (1,023,177     
                                                                                                    )               )               
 
Share transactions                                                                                  965,069,943     607,340,439    
Net proceeds from sales of shares                                                                   
 
 Reinvestment of distributions                                                                      9,613,028       1,000,772      
 
 Cost of shares redeemed                                                                            (977,332,983    (328,462,549   
                                                                                                    )               )               
 
 Net increase (decrease) in net assets resulting from share transactions                            (2,650,012      279,878,662    
                                                                                                    )                               
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                           59,998,841      377,256,536    
 
NET ASSETS                                                                                          
 
 Beginning of period                                                                                493,533,298     116,276,762    
 
 End of period (including distributions in excess of net investment income of $352,101 and 
$2,348,481,                                                                                         $ 553,532,139   $ 493,533,298   
respectively)                                                                                       
 
OTHER INFORMATION                                                                                   
Shares                                                                                              
 
 Sold                                                                                               51,298,442      40,739,229     
 
 Issued in reinvestment of distributions                                                            566,134         87,252         
 
 Redeemed                                                                                           (52,364,846     (22,282,360    
                                                                                                    )               )               
 
 Net increase (decrease)                                                                            (500,270        18,544,121     
                                                                                                    )                               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>   <C>   
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.               
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                       <C>                       <C>    <C>      <C>    <C>    
                          YEARS ENDED OCTOBER 31,                                 
 
SELECTED PER-SHARE DATA   1994                      1993   1992 C   1991   1990   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                 <C>         <C>         <C>         <C>        <C>         
Net asset value, beginning of period                                $ 17.48     $ 12.00     $ 13.15     $ 12.89    $ 15.78     
 
Income from Investment Operations                                   
 
 Net investment income                                              .10         .20         .08 B       .02 B      .12        
 
 Net realized and unrealized gain (loss)                            2.78        5.39        (1.23)      .40        (2.37)     
 
 Total from investment operations                                   2.88        5.59        (1.15)      .42        (2.25)     
 
Less Distributions                                                  (.01)       (.11)       -           (.16)      (.01)      
From net investment income                                          
 
 In excess of net investment income                                 (.11)       -           -           -          -          
 
 From net realized gain                                             (.28)       -           -           -          (.63)      
 
 Total distributions                                                (.40)       (.11)       -           (.16)      (.64)      
 
Net asset value, end of period                                      $ 19.96     $ 17.48     $ 12.00     $ 13.15    $ 12.89     
 
TOTAL RETURN A                                                      16.88%      47.06%      (8.75)%     3.37%      (14.99)%   
 
RATIOS AND SUPPLEMENTAL DATA                                        
 
Net assets, end of period (000 omitted)                             $ 553,532   $ 493,533   $ 116,277   $ 95,051   $ 86,354    
 
Ratio of expenses to average net assets                             1.54%       1.59%       1.84%       1.88%      1.59%      
 
Ratio of net investment income to average net assets                .04%        .15%        .65%        .12%       .88%       
 
Portfolio turnover rate                                             88%         77%         105%        143%       118%       
 
A TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.           
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
C AS OF NOVEMBER 1, 1991 THE FUND DISCONTINUED THE USE OF EQUALIZATION ACCOUNTING.                          
 
</TABLE>
 
EMERGING MARKETS
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Emerging Markets
Fund has a 3% sales charge, which had been waived through May 31, 1994.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED                      PAST 1   LIFE OF   
OCTOBER 31, 1994                   YEAR     FUND      
 
EMERGING MARKETS                   19.32%   102.30%   
 
EMERGING MARKETS                                      
 (INCL. 3% SALES CHARGE)           15.74%   96.24%    
 
Morgan Stanley Emerging Markets                       
 Free Index                        29.36%   225.05%   
 
Average Emerging Markets Fund      22.53%   110.52%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
November 1, 1990. You can compare the fund's figures to the performance of
the Morgan Stanley Emerging Markets Free Index - a broad measure of the
performance of stocks in developing countries, weighted by each country's
market capitalization (or the total value of its outstanding shares).
Mexico, Malaysia, Brazil, and Thailand are most heavily weighted, and
together account for over 60% of the index. Keep in mind that before
February 1992, the fund's objective was more broadly defined, and did not
focus specifically on emerging markets. However,  you can also compare the
fund's performance to the average emerging markets fund, which currently
reflects the performance of 14 funds with similar objectives tracked by
Lipper Analytical Services. These benchmarks include reinvested dividends
and capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED                                PAST 1   LIFE OF   
OCTOBER 31, 1994                             YEAR     FUND      
 
EMERGING MARKETS                             19.32%   19.25%    
 
EMERGING MARKETS                                                
 (INCL. 3% SALES CHARGE)                     15.74%   18.34%    
 
Morgan Stanley Emerging Markets Free Index   29.36%   34.27%    
 
Average Emerging Markets Fund                22.53%   20.44%    
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
              Fidelity Emerging Mkts FuMorgan Stanley EMF 
     11/01/90                  9700.00           10000.00
     11/30/90                  9564.20            9479.74
     12/31/90                  9777.33            9880.37
     01/31/91                  9709.16           10679.30
     02/28/91                 10118.18           12260.21
     03/31/91                 10108.44           12766.06
     04/30/91                 10332.42           12903.41
     05/31/91                 10332.42           13918.67
     06/30/91                  9972.10           13421.82
     07/31/91                 10186.35           14119.08
     08/31/91                 10108.44           14418.70
     09/30/91                 10225.30           13869.26
     10/31/91                 10127.92           14439.40
     11/30/91                  9991.58           14225.77
     12/31/91                 10438.07           15824.40
     01/31/92                 10517.68           17656.36
     02/29/92                 10826.14           18442.83
     03/31/92                 10806.24           19068.46
     04/30/92                 11064.96           18940.35
     05/31/92                 11542.58           18873.02
     06/30/92                 11522.68           17002.12
     07/31/92                 11144.56           17189.36
     08/31/92                 10865.95           16390.47
     09/30/92                 10796.29           16450.88
     10/31/92                 10995.30           17332.58
     11/30/92                 10905.75           17144.49
     12/31/92                 11048.91           17652.99
     01/31/93                 11201.38           17738.37
     02/28/93                 11770.60           18033.91
     03/31/93                 12095.86           18628.41
     04/30/93                 12482.12           19056.85
     05/31/93                 12756.56           19581.32
     06/30/93                 12919.19           20162.41
     07/31/93                 13142.81           20705.31
     08/31/93                 14057.63           22457.49
     09/30/93                 14372.73           23058.76
     10/31/93                 16446.31           25127.66
     11/30/93                 17096.84           26239.62
     12/31/93                 20082.32           30576.92
     01/31/94                 19501.26           31133.23
     02/28/94                 18950.78           30579.38
     03/31/94                 17115.84           27812.28
     04/30/94                 16952.74           27255.97
     05/31/94                 17391.08           28188.79
     06/30/94                 16167.80           27411.79
     07/31/94                 17401.28           29116.21
     08/31/94                 19613.39           32729.91
     09/30/94                 20112.90           33101.88
     10/31/94                 19623.58           32504.77
 
Let's say you invested $10,000 in Fidelity Emerging Markets Fund on its
start date and paid the 3% sales charge. By October 31, 1994, it would have
grown to $19,624 - a 96.24% increase on your initial investment. That
compares to $10,000 invested in the Morgan Stanley Emerging Markets Free
Index, which would have grown to $32,505 over the same period - a 225.05%
increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
EMERGING MARKETS
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with Richard Hazlewood, 
Portfolio Manager of Fidelity Emerging Markets Fund
Q. RICHARD, HOW HAS THE FUND PERFORMED OVER THE PAST YEAR?
A. It has been a pretty volatile year for emerging market stocks, which is
not unusual. Despite wide market swings in both directions, the fund
returned 19.32% for the 12 months ended October 31, 1994. The Morgan
Stanley Emerging Markets Free Index rose 29.36% during the same period,
while the average emerging markets fund tracked by Lipper Analytical
Services was up 22.53%.
Q. IT SOUNDS LIKE THE FUND HAD ITS SHARE OF UPS AND DOWNS. CAN YOU
ELABORATE?
A. Sure. Emerging market stocks soared during the final two months of 1993.
Many investors were still discovering these markets for the first time, and
heavy inflows of money helped drive stock prices to historically high
levels. We then saw a consolidation in the markets during the first few
months of 1994, as prices adjusted downward to more reasonable levels
relative to company earnings. During this time, some newer investors jumped
ship at the first sign of trouble. That created heavy outflows of money
from the emerging markets and from the fund, which further fueled the
correction. Keep in mind that emerging market companies were still
reporting very strong earnings - that hadn't changed. By late summer, stock
valuations - their prices relative to earnings - had fallen to quite
attractive levels. That allowed earnings to drive the market, and emerging
market stocks staged a late-summer rally. This flurry of activity
illustrates a key point: investors in these markets should have a long-term
outlook. While the fund has the potential for excellent returns over time,
it is prone to volatility. 
Q. WHY, SPECIFICALLY, DID THE FUND TRAIL THE INDEX AND THE 
AVERAGE FUND?
A. As I mentioned in the last report, the index includes several countries
to which the fund has very limited access due to trading restrictions. In
addition, the stocks in many of these smaller markets often are bought and
sold very infrequently. I can't invest in several countries because I must
maintain a reasonable level of liquidity within the fund. For example, the
index's top performing countries over the past year included Chile,
Colombia and India - three countries in which I'm able to make only a
limited amount of investments. Liquidity issues also had to do with why the
fund slightly underperformed its peers. Brazil has been the best performing
market in the world this year, thanks to an effective inflation fighting
plan and a more stable currency. However, the fund was underweighted there
early in 1994. Brazil is another market in which it can be difficult to
trade, and considering the fund's volatile asset inflows and outflows
earlier this year, I didn't think it wise to invest there any more heavily
than I did. However, as the year wore on, I felt increasingly comfortable
making the move, and the fund did catch much of the run-up in Brazilian
stocks over the summer. The fund had a 13.3% stake in Brazil on October 31,
compared to a 7.8% stake six months ago. 
Q. WHERE ELSE HAVE YOU FOUND OPPORTUNITIES LATELY?
A. If you look at any country in which the fund is invested, you'll
probably see stocks in three fast-growing emerging market industries:
telecommunications, electricity generation and banking. A story comes to
mind that illustrates my optimism about the telecommunications industry.
Recently, I returned to a hotel in the Philippines whose restaurant is
finally serving meals now that electricity is running with regularity
there. I was amazed at the scene; it was as if the "power breakfast" had
arrived in the Philippines. I was surrounded by business people, all with
cellular phones on their tables. It's easier to get a cellular phone line
than a fixed line in the Philippines, and I've invested in First Pacific, a
Hong Kong company, which has a major cellular license in the Philippines.
Research among Far East cellular companies then led me to Nokia, a Finnish
company that is a favorite provider of phones. And these cellular companies
are selling the phones as fast as Nokia can make them. 
Q. HOW ABOUT THE ELECTRIC COMPANIES?
A. Another compelling story. Consider that Asia will have to spend roughly
$300 billion dollars over the next six years to build electric power plants
to keep up with growing demand. Governments won't lay out that kind of
money. So they're contracting with private electric companies to build and
run these plants at guaranteed rates of return on their investment. The
growth potential among these so-called independent power producers is
almost limitless. For example, Consolidated Electric Power Asia (CEPA) -
one of the fund's top 10 investments at the end of October - is building
plants in India, Indonesia, Pakistan and the Philippines. Ban Pu Coal of
Thailand and YTL in Malaysia are two more electricity generating companies
that are experiencing tremendous growth.
Q. AND THE BANKS?
A. It doesn't matter whether you're in Buenos Aires or Bangkok, banks in
emerging market countries are always crowded. People in these countries use
banks much more often than we do; for example, that's where they pay
electric and phone bills. These banks are anything but automated. They're
just beginning to implement computer technology that will allow them to
lower staffing levels and expand their branches. As this technology
expands, banks will become more efficient, which reduces costs. On the
revenue side, banks are seeing increasing loan demand due to the explosion
of infrastructure projects in these countries. That boosts revenues derived
from fees that the banks charge. Banks such as Bangkok Bank and Thai
Farmers Bank in Thailand are growing earnings at an annual rate of 25% to
30%, and their stocks are still attractively valued. 
Q. OVER THE PAST YEAR, MALAYSIA HAS REMAINED THE COUNTRY IN WHICH THE FUND
HAD THE LARGEST STAKE. WHY?
A. Malaysia breaks the mold of the three investment themes I've been
describing. Although the performance of the Malaysian market has been
relatively flat this year, there still are more excellent stock stories
here than anywhere else in the emerging markets. Part of the reason is the
government's willingness to foster development by privatizing assets. Any
company in Malaysia can approach the government with a proposal to
privatize something. If the proposal is sound, the company can suddenly
jump into what is often a very lucrative project. 
Q. CAN YOU GIVE US AN EXAMPLE?
A. No problem. If you wanted to drive the length of Malaysia in past years
- - from the Singapore border to the Thai border - you had to navigate a very
primitive and rustic road. It was an arduous journey, often taking up to 18
hours - longer in heavy rain. Well, a few years ago a company called United
Engineers (UE) won a government concession to build a new road. The company
recently finished the project, and the driving time for that same trip has
been cut to just seven hours. Now everybody wants a car, and UE is making a
bundle from tolls. The stock has performed well for the fund and I see
excellent earnings prospects going forward. Meanwhile, UE's parent company
- - Renong Group - has a proposal on the table in India to build 10,000
kilometers of new roads. It's a $25 billion dollar project, in U.S.
dollars. These types of huge construction projects are happening all across
Asia. In fact, the joke in Shanghai these days is that the national bird of
China is the "crane."
Q. LET'S TALK ABOUT YOUR OUTLOOK FOR THE FUND. WHAT DO YOU SEE ON THE
HORIZON?
A. I'm optimistic. As painful as it was, many emerging markets needed the
consolidation we've seen in 1994. They were simply overbought, meaning
there were fewer buyers left to drive up prices further. Through it all,
though, most of the fund's companies have continued to show excellent
earnings growth. And historically, stock prices follow earnings over time.
That said, there are so many economic, political and psychological factors
that influence these markets in the short term. The key is that if I've
picked companies that continue to expand their earnings, stock prices - in
the long run - should reflect that growth.
 
FUND FACTS
GOAL: to increase the value of the fund's 
shares by investing mainly in common stocks 
of emerging economies and developing capital 
markets
START DATE: November 1, 1990
SIZE: As of October 31, 1994, more than 
$1.9 billion
MANAGER: Richard Hazlewood, since July 1993; 
assistant, Fidelity Low Priced Stock Fund and 
Fidelity Contrafund, 1992-1993; analyst, 
Japanese stocks, 1991-1992; joined Fidelity in 
1991
(checkmark)
RICHARD HAZLEWOOD ON EMERGING MARKET 
INVESTMENT OPPORTUNITIES: 
"Just within the past year, I've seen many emerging 
markets become gradually more accessible to foreign 
investors. It's slow going, but the door appears to be 
opening even in unsophisticated markets such as 
Pakistan and very restrictive markets such as Korea. 
"Often, the process begins when governments begin to 
privatize industry. Companies that take on infrastructure 
projects and the like can raise equity in New York by 
issuing American Depository Receipts (ADRs). ADRs 
are simply receipts for the shares of a foreign-based 
corporation that entitle the shareholder to all dividends 
and capital gains from that company's stock. The fund 
often can invest in these companies much more freely 
through ADRs than by buying stock in their native 
countries. In addition, companies that issue ADRs have 
reporting requirements that make it easier to learn about 
their business prospects. I think as economies continue 
to grow in these countries, we'll see bigger stock 
markets and better access."
(solid bullet)   The fund's stake in Hong Kong was reduced from 
10.9% to 5.7% over the past six months. Because of 
the tremendous development happening across 
China - in Shanghai, for example - the fund is 
focusing on Hong Kong companies whose business 
extends into the rest of China. That has meant a 
reduction in the stocks of Hong Kong banks and 
property companies, whose businesses tend to be 
highly localized. 
(solid bullet)  The fund's investment in emerging market bonds 
was 4.4% on October 31, down from 11.3% six 
months ago. These bonds appeared to offer attractive 
value compared to stocks early in 1994. However, 
when interest rates rose in the U.S., the subsequent 
sell-off in bonds was magnified in emerging markets.
(solid bullet)  Although the fund is allowed to use derivative 
investments such as futures and forward foreign 
currency contracts, it had only a very small stake in 
derivatives on October 31. This was a 0.1% investment 
in indexed securities, or structured notes, tied to the 
performance of Russian stocks. Structured notes 
are like customized bonds; they often are used to 
reflect an investor's view on the direction of interest 
rates. However, in this case, they are used to gain 
customized exposure to a foreign market that would 
otherwise be inaccessible. 
DISTRIBUTIONS
The Board of Trustees of Fidelity Emerging Markets 
Fund voted to pay on December 5, 1994, to 
shareholders of record at the opening of business on 
December 2, 1994, a dividend of $.04 from net 
investment income.
EMERGING MARKETS
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
India 5.8%
Argentina 4.1%
Row: 1, Col: 1, Value: 5.8
Row: 1, Col: 2, Value: 13.1
Row: 1, Col: 3, Value: 3.5
Row: 1, Col: 4, Value: 15.1
Row: 1, Col: 5, Value: 15.1
Row: 1, Col: 6, Value: 20.9
Row: 1, Col: 7, Value: 3.4
Row: 1, Col: 8, Value: 5.7
Row: 1, Col: 9, Value: 13.3
Row: 1, Col: 10, Value: 4.1
Brazil 13.3
%
Thailand 13.1
%
Philippines 3.5
%
Hong Kong 5.7%
Korea (South) 3.4%
Other 15.1
%
Malaysia 20.9%
Mexico 15.1%
AS OF APRIL 30, 1994 
United 
States 7.9%
Argentina 9.4%
Row: 1, Col: 1, Value: 7.9
Row: 1, Col: 2, Value: 9.300000000000001
Row: 1, Col: 3, Value: 3.4
Row: 1, Col: 4, Value: 11.9
Row: 1, Col: 5, Value: 17.2
Row: 1, Col: 6, Value: 18.5
Row: 1, Col: 7, Value: 3.7
Row: 1, Col: 8, Value: 10.9
Row: 1, Col: 9, Value: 7.8
Row: 1, Col: 10, Value: 9.4
Thailand 9.3
%
Brazil 7.8%
Singapore 3.4%
Hong Kong 10.9%
Other 11.9%
Korea (South) 3.7%
Mexico 17.2%
Malaysia 18.5%
ASSET ALLOCATION
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Stocks and closed-end                                  
 investment companies    94.2           80.8           
 
Bonds                    4.4            11.3           
 
Short-term investments   1.4            7.9            
 
TOP TEN STOCKS 
                                        % OF FUND'S    % OF FUND'S    
                                        INVESTMENTS    INVESTMENTS    
                                                       6 MONTHS AGO   
 
Grupo Carso SA de CV Class A-1                                        
(Mexico, Holding Companies)             1.9            2.0            
 
Telebras PN (Pfd. Reg.)                                               
(Brazil, Telephone Services)            1.8            0.9            
 
Cemex SA, Series B                                                    
(Mexico, Building Materials)            1.8            1.3            
 
Consolidated Electric Power Asia Ltd.                                 
(Hong Kong, Electric Utility)           1.5            0.9            
 
Technology Resources BHD                                              
(Malaysia, Air Transportation)          1.4            1.9            
 
Bangkok Bank Ltd.                                                     
(Thailand, Banks)                       1.3            0.5            
 
Telefonos de Mexico SA sponsored                                      
ADR representing shares Ord. Class L                                  
(Mexico, Telephone Services)            1.3            2.0            
 
Thai Farmers Bank PCL                                                 
(Thailand, Banks)                       1.3            0.2            
 
Petrobras PN (Pfd. Reg.)                                              
(Brazil, Oil and Gas)                   1.3            0.8            
 
Electrobras PN Class B                                                
(Brazil, Electric Utility)              1.3            0.4            
 
TOP TEN INDUSTRIES 
                             % OF FUND'S    % OF FUND'S    
                             INVESTMENTS    INVESTMENTS    
                                            6 MONTHS AGO   
 
Finance                      22.8           23.1           
 
Basic Industries             15.6           10.5           
 
Construction & Real Estate   13.9           15.8           
 
Utilities                    12.6           10.6           
 
Holding Companies            8.5            -              
 
Nondurables                  5.3            4.7            
 
Durables                     4.9            3.1            
 
Energy                       3.6            2.8            
 
Retail & Wholesale           3.0            3.4            
 
Media & Leisure              2.5            4.7            
 
EMERGING MARKETS
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 93.8%
 SHARES VALUE (NOTE 1)
ARGENTINA - 4.1%
Astra Comp Argentina de 
 Petroleum (Reg.)  1,812,720 $ 3,808,053  04699B94
Bagley Y Cia Ltd. SA Class B (Reg.)  117,760  471,205  05699C23
Banco de Galicia Y Buenos Aires SA 
 sponsored ADR representing 
 Class B shares   96,385  2,602,395  05953820
Banco del Sud SA  23,652  331,244  05957M92
Banco Frances del Rio de la Prata 
 SA (Reg.)  421,859  3,587,059  21199692
Buenos Aires Embotelladora SA 
 sponsored ADR   109,200  4,190,550  11942420
Capex SA Class A (a) (e)  100,000  970,340  13961293
Central Costanera SA ADR (e)  118,300  4,066,563  15324M10
Central Puerto SA ADR (e)  22,300  719,175  15503810
Commercial del Plata  1,088,940  3,671,013  20199392
Interamericania de Auto Ord.   515,854  7,198,681  26899722
Mirgor Sacifia Class C 
 sponsored ADR (e)  208,000  1,846,000  60470110
Molinos Rio de La Plata SA (Reg.) (a)  710,615  6,205,843  60899C22
Perez Companc Class B   1,998,850  10,797,568  71399723
Telefonica de Argentina SA Class B  666,200  4,111,893  87999D92
Transportadora de Gas del Sur SA: 
 Class B  95,000  227,130  89387092
 Class B (e)  185,000  434,902  89387093
Telecom Argentina Stet France Telecome SA  2,304,979  14,019,182  90899992
YPF Sociedad Anonima sponsored 
 ADR representing Class D shares  507,500  12,243,438  98424510
  81,502,234
BANGLADESH - 0.1%
Beximco Pharmaceuticals Ltd. (a)  39,268  1,400,741  08899522
Bangladesh Lamps Ltd. (a)  161  5,880  52799322
Padma Textile Mills Ltd. (a)  55,000  648,617  69399G22
  2,055,238
BERMUDA - 0.7%
Central European Media Class A (a)  36,000  585,000  15399422
Consolidated Electric Power Asia Ltd. 
 sponsored ADR (e)  76,800  1,766,400  20855210
Jardine Strategic Holdings Ltd. Ord.   2,922,000  11,231,204  47199020
  13,582,604
BRAZIL - 13.3%
Acesita Cia Acos Especiais Itabira Ord.  22,111,700  2,094,641  00499L22
Aracruz Celulose SA ADR (a)  290,050  3,698,138  03849610
Bradesco PN  1,518,824,420  14,208,067  10599992
Brahma (Cia Cervejaria): 
 PN (Pfd. Reg.) Class B  31,070,087  10,927,039  15799492
 ON (warrants) (a)  1,676,255  148,885  15799494
 PN (warrants) (a)  130,763  4,802  15799498
Brasmotor PN  28,575,500  11,843,116  10599892
Casa Anglo PN Ord. (a)  12,031,557  3,134,341  13599392
Cimento Itau PN Ord.  1,234,000  540,652  14799392
Celesc PN Class B Ord. (a)  890,000  948,482  15199E22
CESP (Cia Energetica de Sao Paulo) PN  180,000  249,912  20440P92
Compania Energertica Minas Gerais  38,054,500  3,875,470  15199992
Companhia Paran de Energetica-Copel  75,341,100  747,384  20441B92
Compania Vale do Rao Doce PN Ord.   111,090,500  24,073,311  20499792
Compania Paulista de Forca Luz Ord.  34,602,260  3,073,027  20499922
Copene-Petroquimica do Nordeste SA  800,000  748,368  21799722
Coteminas PN  12,156,252  5,181,967  22199692
Compania Siderurgica Nacional ON  530,990,000  24,395,988  24499523
Duratex Corp. PN  20,365,000  1,495,198  26699493
Electrobras: 
 PN Class B  64,895,784  24,820,691  69699993
 ON  6,491,811  2,529,080  69699998
 
 SHARES VALUE (NOTE 1)
 
Iochpe Maxion PN Ord.   1,540,000 $ 1,066,789  46199F22
Itaubanco PN (Pfd. Reg.)  16,056,900  5,152,659  46599A92
Karsten PN  1,451,638  73,061  48599B92
Klabin Industria de Papel e Celulose PN  1,351,810  2,369,074  45599A22
Light Servicos de Electricidade SA Ord.  17,817,100  6,920,162  53299892
Lojas Americanas (Reg.)  4,410,000  151,969  54199A92
Lojas Americanas  28,772,262  885,898  54199A93
Moinho Santista-Industrias Gerais SA
 Ord. (a)  343,700  1,343,056  60899F22
Multibras Electrodomesticos PN  116,150  178,798  62599B22
Papel Simao, Industries De SA PN  24,340,000  1,126,442  69899792
Petrobras PN (Pfd. Reg.)  163,252,600  25,131,105  71699794
Sadia Concordia PN (Pfd. Reg.)  94,750  144,173  78699B93
Souza Cruz Industria Comerico   70,000  663,114  84599D92
Telebras: 
 PN (Pfd. Reg.)  723,149,209  34,851,059  95499792
 ON  111,055,700  4,511,083  95499795
Telesp PN: 
 (Pfd. Reg.)  35,516,900  18,084,495  87999B93
 (rights) (a)  525,236  5,778  90999C24
Telepar PN  1,009,095  370,419  87999F22
Unibanco PN  51,278,034  1,621,411  90599A94
Usiminas PN sponsored ADS (a) (e)  57,000  954,750  91730210
Usiminas PN (Pfd. Reg.)  661,993,600  17,549,048  97199693
  261,892,902
CANADA - 0.0%
Bolivar Goldfields Ltd. (a)  51,750  82,213  09760Q10
CHILE - 1.6%
Chilgener SA sponsored ADR  34,000  960,500  16889410
Compania Cervecerias Unidas SA ADR  397,700  10,588,763  20442910
Cristalerias de Chile SA 
 sponsored ADR  73,200  1,573,800  22671410
Embotelladora Andina SA 
 sponsored ADR  72,700  2,008,338  29081P10
Empresa Nacional de Electricidad SA  83,000  2,334,375  29244T10
Empresas Telex Chile SA 
 sponsored ADR (a)  63,600  1,168,650  29245D10
Enersis SA sponsored ADR  235,000  6,903,125  29274F10
Madeco SA ADR   55,100  1,721,875  55630410
Maderas Y Sinteticos SA sponsored ADR  123,100  3,446,800  55646510
Soc. Quimica y Minera de Chile ADR  38,900  1,317,738  83363510
Vina Concha y Toro SA 
 sponsored ADR (a)  20,200  361,075  92719110
  32,385,039
CHINA (PEOPLES REP.) - 0.6%
China First Pencil Co. Ltd. Class B (c)  3,199,802  1,209,525  19099622
Dongfang Electrical Machinery Co. 
 Class H (a)  1,200,000  660,024  25899C22
Huaneng Power International, Inc. 
 Class N sponsored ADR  10,000  185,000  44330410
Luoyang Glass Ltd Class H (a) (e)  1,200,000  691,080  55043410
Luoyang Glass Ltd. Class H  600,000  345,540  55043492
Qingling Motors Ltd. Class H (a) (e)  2,007,000  850,647  74727395
Shandong Huaneng Power 
 Development Ltd. Class N 
 sponsored ADR  70,170  754,328  81941910
Shanghai Petrochemical Co. Ltd. 
 Class H ADR  10,000  337,500  81942410
Shanghai Diesel Engine Class B (a)  896,800  959,576  84299A22
Shanghai Hero Ltd. Class B (a)(c)  2,549,600  963,749  84399B22
Shanghai Industrial Sewing Machine Corp. 
 Class B (a)  1,135,600  595,054  84399D22
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
CHINA (PEOPLES REP.) - CONTINUED
Shanghai Refrigerator Compressor Co. 
 Ltd. Class B (c)  2,703,400 $ 1,157,055  84599H92
Shanghai Jin Jiang Tower Co. Ltd.   13  8  84599U22
Shanghai Vacuum Electron 
 Devices Co. Ltd. (c)  5,119,598  1,146,790  84599992
Tsingtao Brewery Co. Ltd.   1,732,000  1,300,057  87299922
Yizheng Chemical Fibre Co. Ltd. Class H  1,000,000  397,960  99599E22
  11,553,893
COLOMBIA - 0.4%
Banco Ganadero SA ADR (a)(e)  58,000  1,696,500  05959410
Carulla & CIA SA Class B sponsored 
 ADR (a)(e)   88,100  1,321,500  14679410
Cementos Diamante SA Class B 
 ADR (a)(e)   50,000  1,150,000  15126110
Cementos Paz del Rio sponsored 
 ADR  (a)(e)  102,000  2,499,000  15126410
Corporacion Financiera del Valle ADR 
 Class B (a) (e)  7,747  170,434  21986910
  6,837,434
FINLAND - 0.1%
Nokia Corp. sponsored ADR (a)  20,000  1,502,500  65490220
GREECE - 0.0%
Hellenic Bottling Co. SA   7,500  232,837  42399A92
HONG KONG - 5.4%
CDL Hotels International Ltd.  5,159,583  2,370,467  14999792
Chevalier International Holdings Ltd.   3,302,000  542,717  16699B22
Chevalier International Holdings Ltd.
 (warrants) (a)  660,400  17,091  16699B23
Chevalier (OA) International Ltd.   1,000,000  91,890  16699E22
Chinney Investments Ltd.  1,984,000  351,763  16999B22
Consolidated Electric Power Asia Ltd.   12,408,723  28,986,281  20855292
Dao Heng Bank Group Ltd.   702,000  2,330,310  23799F22
Dah Sing Financial Holdings Ltd.  766,875  1,955,148  23899892
Esprit Asia Holdings Ltd.   2,204,000  1,041,103  29699522
First Pacific Co. Ltd.   16,475,346  11,620,391  33699192
First Pacific Bancshares Holding Ltd.   3,050,000  588,132  33699292
Glynhill International Ltd. (a)  500,000  23,620  37199492
Grand Hotel Holdings Ltd. Class A  4,675,000  1,936,058  38599292
Great Eagle Holdings Ltd.  200,000  113,886  39099394
Guoco Group Ltd.   1,424,000  6,726,549  40299692
Henderson Investment Ltd.   3,900,000  3,583,554  42599422
Hong Kong Ferry Holdings Ltd.   350,000  489,195  43899A92
Hopewell Holdings Ltd.   19,883,439  20,457,275  44099999
International Bank of Asia Ltd.   1,710,000  713,703  45899E22
Island Dyeing & Printing Co. Ltd. (a)  151,000  235,480  46099C22
JCG Holdings Ltd.  8,286,000  5,415,315  46799792
Jardine International Motor Corp.   558,000  686,039  47499292
Kwong Sang Hong International Ltd.   2,000,000  666,500  50599192
Lai Sun Development Co. Ltd.   500,000  91,885  50699992
Liu Chong Hing Bank Ltd. (a)  1,100,000  1,437,821  54399A22
Liu Chong Hing Investment Ltd.  1,100,000  1,345,278  54999592
Mingly Corp. Ltd.  5,010,000  1,011,469  60399C22
Nanyang Holdings Ltd. (a)  430,000  612,139  63099D22
Peregrine Investments Holdings Ltd.  1,827,000  3,191,988  71399492
Pricerite Group Ltd.   2,756,000  485,084  74199D22
Regal Hotels International Holdings Ltd.  1,120,000  272,496  75999110
San Miguel Brewery Ltd.   300,000  264,009  79999K22
Shaw Bros. Hong Kong Ltd.   1,712,000  2,979,993  82028710
Shangri-La Asia Ltd.   300,000  432,897  84599M22
Tian Teck Land Ltd.   2,800,000  692,132  93699C22
Tai Ping Carpets International Ltd.   50,000  31,060  94099A22
 
 SHARES VALUE (NOTE 1)
 
Watary International Holdings Ltd.   2,500,000 $ 287,950  94199D22
Wing On Co. International Ltd.   1,603,000  2,136,783  97499092
  106,215,451
INDIA - 5.0%
Alacrity Housing Ltd. (a)  160,000  305,963  01199C22
Apollo Hospitals Enterprises Ltd. (a)  100,000  137,046  03799722
Bharti Telecom Ltd. (a)  14,000  46,851  05599K22
Bajaj Auto Ltd. GDR (e)  88,000  2,229,040  05710010
Bombay Dyeing & Manufacturing Co. GDR  69,000  983,250  09799H23
Century Textiles & Industries 
 GDR (a) (e)  30,500  6,862,500  15669010
CESC Ltd. GDR (e)  37,500  412,500  15712810
Chemicals & Plastics India Ltd. (a) (e)  315,000  2,560,059  16399D23
Core Parenterals Ltd. GDR (a)  348,000  3,264,240  21899123
Cosmo Films Ltd. (a)  20,275  109,852  22199B22
Crompton Greaves Ltd. (a)  300,000  2,103,501  22799522
East India Hotels Ltd. GDR (a) (e)  180,000  2,597,400  27315110
Finolex Cables Ltd. GDR (a) (e)  240,000  4,711,200  31790610
Finolex Cables Ltd. GDR (a)  55,000  1,079,650  31790693
Grasim Industries Ltd. GDR (RFD) (a) (e)  212,000  5,088,000  38870620
Great Eastern Shipping Co. Ltd. GDR  97,700  1,245,675  39099823
Gujarat Ambuja Cement Ltd. GDR (a)  20,000  420,000  40204293
Himachal Futuristic Communications 
 Ltd. (a)  20,000  95,614  43299A22
Hindalco Industries Ltd. GDR (a) (e)  77,000  2,656,500  43306410
Hindalco Industries Ltd. (RFD) GDR (a) (e)  10,000  345,000  43306430
Hindalco Industries Ltd. (RFD) GDR (a)  20,000  690,000  43306494
Housing Development Finance 
 Corp. Ltd. (a)  21,000  1,840,564  44299U22
ITC Ltd. GDS (warrants) (a) (e)  142,000  1,615,960  45031810
India Cements Ltd. GDR (a) (e)  236,500  2,365,000  45408P10
Indian Aluminum Ltd. GDR (a) (e)  85,000  861,050  45410110
Indian Rayon & Industries, Inc. GDR (a)  110,000  2,062,500  45435293
Indo Gulf Fertilizer and Chemicals 
 Corp. Ltd. GDR (a) (e)  387,000  1,141,650  45577P10
Industrial Credit & Investments 
 Corp. Ltd. (a)  17,000  780,208  45605292
JCT Ltd. GDR (a) (e)  218,000  4,796,000  46612510
JCT Ltd. GDR (a)  23,000  506,000  46612593
JK Corp. Ltd. GDR (e)  250,000  1,900,000  46618810
JCT Electronics Ltd. (a)  50,000  147,405  46899122
Mahindra & Mahindra Ltd. GDR (a)  125,000  1,360,000  55999923
Maral Overseas Ltd. (a)  405,000  839,010  56599722
Mukand Ltd.   95,000  1,059,718  62499D22
Nicholas Piramal India Ltd. (a)  25,000  438,230  66699922
NIIT Ltd. (a)  10,000  95,614  66999922
Ranbaxy Laboratories Ltd. GDR (a) (e)  260,000  5,395,000  75188110
Reliance Industries Ltd. GDR (e)  90,000  2,272,500  75947010
Reliance Industries Ltd. (a)  1,000,000  12,549,300  75947092
Reliance Industries Ltd. GDS (a)  120,000  3,030,000  75947094
SIV Industries Ltd. GDR (a) (e)  104,000  2,288,000  78427P20
Sanghi Polyesters Ltd. GDR (a) (e)  333,400  2,333,800  80100P10
Shriram Industries Ltd. GDR (a)(e)  45,200  1,864,500  82554620
Southern Petrochemical Industries Corp.
 GDS (a)  50,000  712,500  84361310
State Bank Of India (a)  20,000  127,485  85599E22
Tata Electric Companies GDR (a) (e)  700  294,000  87656610
Tata Engineering & Locomotive 
 Ltd. GDR (a) (e)  307,000  4,835,250  87656810
Tata Engineering & Locomotive Ltd.
 (warrants) (a) (e)  282,000  1,305,660  87656811
Tube Investments of India Ltd. GDR (e)  37,000  259,000  90699F24
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
INDIA - CONTINUED
Unitech Ltd.   254,350 $ 1,013,308  90799M22
United Phosphorus GDR (a)  10,000  290,000  91199K24
Zee Telefilms Ltd. (a)  58,300  464,523  98999X22
  98,787,576
INDONESIA - 2.8%
Andayani Megah PT  44,000  91,197  03399722
Astra International PT (For. Reg.)  1,317,600  2,913,003  04699894
Bank Dagang Nas Indonesia PT  2,025,000  3,917,322  06099Q22
Bank Niaga PT  261,000  1,081,929  06399C22
Barito Pacific Timber PT (For. Reg.)  160,000  272,670  06799F23
Dharmala International Land PT  455,000  623,468  25399592
Duta Anggada Realty Ord.  295,000  298,924  26699192
Gudang Garam PT Perusahaan  1,096,500  7,222,042  40199393
Heromini Supermarket PT (For. Reg.) (a)  447,000  1,008,834  42799494
Indah Kiat Pulp & Paper (For. Reg.)  449,400  532,997  45499B23
Indo Rama Synthetics PT (For. Reg.)  250,000  1,001,785  57099794
Indosat (Indonesia Satellite) 
 sponsored ADR  75,200  2,951,600  71568010
Jakarta International Hotels &
 Development Ord.   50,000  67,937  47399693
Lippo Bank (For. Reg.) (a)  1,393,050  2,983,565  53699A23
Matahari Putra Prima PT (For. Reg.)  2,100,000  4,449,312  57699C92
Pakuwon Jati PT (For. Reg.) (a)  656,500  703,026  69599393
Panin Bank PT (For. Reg.)  1,771,000  3,099,693  69899823
Roda Vivatex PT (For. Reg.) (a)  1,040,000  2,299,274  77499293
Sampoerna Hanjaya Mandala (For. Reg.)  3,091,250  14,949,934  82299893
SUCACO PT  50,000  166,964  89399292
Trias Sentosa (For. Reg.)  803,000  1,664,346  89599D22
United Tractors PT (For Reg.)  984,000  2,538,041  91599594
  54,837,863
KOREA (SOUTH) - 3.2%
Boram Bank  27,067  329,361  09999325
Central Investment & Finance Corp. (a)  19,897  409,347  15499422
Cho Hung Bank Co. Ltd. (a)  13,537  219,065  17099E25
Cho Kwang Paint Industry Co. Ltd. (a)  8,600  571,787  17399N22
Chosun Brewery Co. Ltd. (a)  10,728  368,748  22899822
Chosun Refractories Co. (a)  10,000  420,247  28099322
Chosun Refractories Co. (RFD) (a)  11,824  444,985  28099323
Dae Chang Industrial Co.   69,150  1,509,390  23399M22
Dai Han Investment & Finance (a)  30,000  583,328  23399P22
Daewoo Electronics 
 Components Co. Ltd.   1,800  27,548  23799E23
Daewoo Heavy Industries Ltd. (a)  49,510  906,788  23999492
Daewoo Heavy Industries Ltd. (RFD) (a)  490  8,852  23999497
Daewoo Metal Co. Ltd.  28,180  512,589  24999B22
Dong Chang Paper Mfg. Co. Ltd. (a)  20,000  204,478  25799Y22
Dong-A Investment & Finance (a)  38,603  590,800  25899822
Hanjin Engineering & Construction
 Co. Ltd. (a)  3,300  82,795  41099822
Han Shin Construction (a)  2,465  27,521  41199D23
Hyundai Engineering & 
 Construction Co. Ltd.   44,808  2,473,251  41599122
Hyundai Corp. (a)  20,000  649,815  40999922
Hyundai Corp. (New) (a)  6,135  180,090  40999923
Hyundai Securities Co. Ltd. (a)  30,294  918,454  42699A22
Hung Chang Products Co. (a)  20,000  1,156,620  44599A22
Jinro Ltd.   28,000  906,228  73299422
Keumkang Development 
 Industries Co. Ltd. (a)  40,110  956,018  49299F22
KLB Securities Co.   919  17,062  49899C22
Korea Electric Power Corp. ADR  431,450  8,413,275  50063110
Korea Electric Power Corp.   199,410  7,579,656  50099B92
Korea First Securities Co. Ltd. (a)  19,922  359,878  50099K22
 
 SHARES VALUE (NOTE 1)
 
Korea First Securities Co. Ltd. (New) (a)  2,052 $ 34,751  50099K24
Korea Iron & Steel Co Ltd. (a)  50,644  1,492,986  50099N22
Korea Iron & Steel Co. Ltd. (New) (a)  13,986  364,936  50099N23
Korea Line Corp.   38,060  1,179,304  50599N22
Korea Tungsten Mining Co.   600  27,849  50599S24
Korean Air   61,500  2,275,921  52299522
Korean Air (RFD) (a)  7,790  201,798  52299526
Kukdong Construction Co.   106,104  1,943,321  50199L22
Kumkang Industrial Co. Ltd.   30,600  548,931  50299H22
Kumkang Industrial Co. Ltd. (RFD) (a)  7,833  124,793  50299H24
Lucky Co. Ltd. (a)  134,000  4,488,239  54999E22
Lucky Co. Ltd. (FP) (a)  6,190  165,864  54999E24
Midopa Co. (a)  31,164  590,323  59899E22
Miwon Co. Ltd.   10,300  317,857  61299693
Naewae Semiconductor Co.   16,647  538,785  63099E22
Naewae Semiconductor Co. (New) (a)  5,216  143,953  63099E23
Namsung Corp.   37,000  742,646  63299D22
Onyang Pulp Co.   35,000  583,955  53499222
Oriental Chemical Industries Co. Ltd.
 (RFD) (a)  613  19,994  68999C24
Samsung Heavy Industries Co. Ltd.   30,000  1,554,287  82199C22
Samsung Heavy Industries Co. Ltd (FP)  3,722  134,985  82199C23
Seoul Securities Co. (a)  800  14,050  83599P22
Samyang Foods Co. (a)  30,000  1,354,826  84699F22
Shinhan Investment & Finance (a)  39,045  1,053,086  95599C22
Ssangyong Cement Co.   40,258  1,729,102  76899392
Ssangyong Heavy Industries Co. Ltd. (a)  34,312  563,868  77299122
Taeyoung Corp. (a)  13,780  1,161,658  90899D22
Taekwang Industrial Co.   60  34,247  91099F22
Tai Han Electric Wire Co. Ltd. (a)  30,000  963,432  95199G22
Taihan Textile Co. (a)  5,000  293,546  95199H22
Yeonhap Insupanel Co.   31,500  580,882  98699C22
Yu Hwa Securities Co. (a)  79,030  1,417,712  98799E22
Yukong Ltd. GDR (a) (e)  192,000  4,800,000  98849K10
Yukong Ltd. (New)  1,384  76,392  98899K25
Youl Chon Chemical Co.   30,000  1,223,107  99399P22
  63,569,362
LUXEMBOURG - 0.1%
Banque Indosuez Luxembourg 
 SA (warrants) (a)(e)  1,500  15  06674N11
Quilmes Industries SA  37,700  989,625  74899692
  989,640
MALAYSIA - 20.1%
Arab Malaysian Corp. BHD  1,600,000  5,257,696  00499F92
Arab Malaysian Finance BHD 
 (For. Reg.) (a)  1,242,666  3,986,249  00699A93
Advance Synergy BHD (a)  3,700,000  10,276,787  00799B22
Affin Holdings BHD  1,564,000  2,630,883  00899492
Amalgamated Steel Mills BHD  200,000  334,866  02499692
Amalgamated Steel Mills BHD
 (rights) (a)  25,000  5,379  02499696
Bandar Raya Development BHD  2,636,000  4,991,002  06000210
Berjaya Group BHD  7,900,000  12,547,254  08199A22
Berjaya Sports Toto BHD   1,022,000  1,591,223  08499E22
Berjaya South Island BHD (c)  1,721,000  18,851,060  08499G22
Berjaya Textile BHD  298,000  1,352,294  08499H22
British-American Life Insurance BHD  836,000  3,155,950  11099E22
Buildcon BHD  52,000  321,408  11999322
Carlsberg Brewery BHD  50,000  240,587  14299522
CHG Industries BHD  744,000  2,328,408  16699892
Commerce Asset Holding BHD  100,000  445,966  20099492
Construction & Supplies House BHD (a)  110,000  303,375  21099722
Development & Commercial Bank BHD  1,440,000  3,971,448  25199692
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
MALAYSIA - CONTINUED
Dunlop Estates BHD  350,000 $ 1,143,275  26599392
Ekran BHD:
 Ord.   1,433,000  5,830,103  28299792
 Class A (a)  1,433,000  5,549,808  28299793
Faber Group BHD (a)  200,000  226,112  30299892
Gadek BHD  1,053,000  7,167,613  36399D22
Gamuda BHD  200,000  1,017,114  36499A92
Ganda Holdings BHD (a)  4,600,000  13,316,402  36999C22
Genting BHD   3,000  27,579  37245210
Glenealy Plantations BHD  50,000  224,939  37899322
Golden Pharos BHD (a)  1,585,000  5,487,429  38299D22
Golden Plus Holdings BHD  50,000  242,543  38399492
Grand United Holding BHD (a)  42,000  65,721  38699922
Granite Industries BHD (a)  1,600,000  4,350,128  38799522
Ho Hup Construction Co. BHD  108,000  464,743  40899592
Hock Hua Bank BHD  755,000  2,392,369  43499B22
Hong Leong Industries BHD   544,000  2,915,519  43859992
Hong Leong Properties BHD  1,000  1,698  43899L22
Hume Industries BHD   3,299,000  13,809,020  44599692
Hong Leong Credit BHD  3,391,000  20,163,598  44699492
IGB Corp. BHD (Reg.)  50,000  49,682  44960092
Idris Hydraulic BHD (a)  1,665,000  3,113,433  45199B92
IJM Corp. BHD  37,000  139,677  45499592
Island & Peninsular BHD  370,000  1,027,679  45699592
Industrial Oxygen, Inc. BHD  1,650,000  2,104,262  45999892
Johan Holdings BHD  4,500,000  5,052,330  92599D22
Johan Holdings BHD (warrants) (a)  465,000  318,339  92599D24
Kamunting Corp. BHD  2,000,000  1,971,640  48399C22
Kelanamas Industries BHD  1,672,000  4,022,615  48799K22
Kelanamas Industries BHD (warrants) (a)  16,000  27,791  48799K25
Kent (George) BHD  650,000  1,767,240  49099792
Kent (George) BHD (warrants) (a)  10,000  9,819  49099793
Kuala Lumpur Kepong BHD Ord.   400,000  970,172  49399792
Kuala Lumpur Industries Holdings 
 BHD   4,570,000  8,724,359  49799B92
Land & General BHD   1,123,000  5,535,379  51499693
Larut Consolidated BHD  276,000  647,824  51799222
Leong Hup Holdings BHD  62,400  136,700  52699692
Leong Hup Holdings BHD (warrants) (a)  10,400  12,856  52699695
Lien Hoe Corp. BHD   100,000  154,914  53199722
Lingui Development BHD   729,999  2,455,936  53599722
London & Pacific Insurance Co. BHD  226,500  788,596  54199E22
Long Huat Timber Industry BHD   342,000  551,215  54299592
MGR Corp. BHD  665,000  4,916,771  55399492
Magnum Corp. BHD  1,000  2,249  55999392
Malaysian Airlines System BHD  200,000  535,942  56084110
Malakoff BHD  3,584,000  8,832,947  56099J22
Malaysia Industrial Development Finance
 BHD Ord.   1,401,000  2,290,929  56099L22
Malaysia Industrial Development Finance 
 BHD (rights) (a)  560,400  372,688  56099L23
Malaysian Helicopter Services BHD  2,648,400  6,527,114  56099M22
Malaysia British Assurance BHD  173,000  389,144  56099N22
Malaysian Plantations BHD  4,582,000  4,857,607  56099R22
Malaysian Plantations BHD (rights) (a)  2,291,000  1,093,403  56099R23
Malaysian Resources Corp. BHD  6,011,000  13,403,508  56099793
Maruichi Malaysia Steel Tube BHD  550,000  1,613,695  57388699
Mentiga Corp. BHD  100,000  365,770  58799B22
Metacorp BHD  1,105,000  4,279,510  59099E92
Metroplex BHD  50,000  50,856  59299G22
Minho BHD  20,000  49,682  60399822
Mycom BHD  641,000  1,504,549  63199892
Multi-Purpose Holdings BHD  1,630,000  2,754,667  00099292
 
 SHARES VALUE (NOTE 1)
 
Multi-Purpose Holdings BHD 
 (warrants) (a)  582,000 $ 537,320  00099295
Negara Properties BHD  336,000  1,708,752  63999822
North Borneo Timber BHD (c)  3,158,000  14,577,770  65799B22
OSK Holdings BHD  913,000  5,321,740  67899922
OSK Holdings BHD 
 (warrants) (a)  207,500  917,262  67899926
Omega Holdings BHD  1,000,000  2,914,430  68199G22
Oyl Industries BHD  1,000,000  7,080,680  69599492
Park May BHD  1,063,000  3,243,574  70099222
Pelangi BHD  400,000  491,344  70699492
Perlis Plantations BHD  100,000  352,078  71390092
Pernas International Hotel & 
 Property BHD  85,000  121,701  71499392
Promet BHD   2,000,000  2,441,080  74399G22
Public Finance BHD (For. Reg.)  899,000  1,758,435  87799994
Rashid Hussain BHD  1,378,000  4,258,654  75399492
Red Box BHD  1,000  1,815  75699922
Renong BHD  1,860,000  2,910,509  75999H22
Resorts World BHD  600,000  3,802,446  76199592
Samanda Holdings BHD  950,000  3,121,757  91599193
Syarikat Kayu Wangi BHD  326,000  573,887  93599F22
Southern Bank BHD  207,000  603,287  84199992
Sungei Way Holdings BHD   1,557,250  6,152,850  86799892
Sungei Way Holdings BHD 
 (warrants) (a)  236,750  387,136  89499H22
Sungei Bagen Rubber Co. BHD  10,000  567,237  88599B22
Super Enterprise Holdings BHD  19,000  40,137  98999Q22
Taiping Consolidated BHD  100,000  224,939  95599B22
Tan & Tan Development BHD  1,131,000  1,681,288  89699B22
Time Engineering BHD  427,000  1,269,518  93099592
Technology Resources BHD (a)  7,321,000  28,496,407  93699692
TA Enterprise BHD  2,940,000  9,546,004  94899892
Tongkah Holdings BHD  1,619,600  2,914,486  94999C92
Tongkah Holdings BHD (warrants) (a)  302,666  291,271  94999C96
Uniphone Telecommunications BHD  18,000  44,010  95499A92
Uniphone Telecommunications BHD 
 (warrants) (a)  9,000  880  95499A94
United Engineers BHD  1,616,000  8,724,024  93099692
United Merchant Group BHD (a)  4,605,800  10,810,688  91099L22
Wing Tiek Holdings BHD  200,000  735,452  97499292
Yeo Hiap Seng BHD  150,000  756,968  98581093
YTL Corp. BHD  1,336,600  7,581,690  98799092
YTL Corp. BHD (warrants) (a)  217,200  866,676  98799094
Zalik BHD  1,233,000  6,945,797  98899P22
  395,187,016
MEXICO - 15.1%
BANACCI  SA de CV: 
 Class C  2,490,400  17,095,251  06399893
 Class B  501,800  3,065,095  06399896
Bufete Industrial SA  de CV sponsored 
 ADR representing 3 ordinary 
 certificate Banco  49,700  2,012,850  11942H10
Cementos Apasco SA de CV Class A  1,076,400  10,018,851  15299392
Cemex SA, Series B  3,772,200  34,781,495  15299293
Cifra SA Class C  6,143,600  16,547,357  17178594
Consorcio G Grupo Dina SA ADR   113,700  1,463,888  21030610
Controladora Commercial Mexicana 
 SA Class B-1   1,174,800  2,139,111  21299692
Corporacion Geo SA de CV (a)  234,000  1,599,477  21986V92
DESC (Soc. de Fomento Industrial SA): 
 Class B  1,270,000  9,382,785  25299692
 Class C  402,348  2,785,306  25299693
Elektra (Grupo) SA (a)  188,700  2,115,876  62799425
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
MEXICO - CONTINUED
Empresas Ica Sociedad Controladora SA 
 de CV sponsored ADR representing 
 Ord. (Part. Cert.)  414,900 $ 12,291,413  29244810
Emvasa del Valle de Enah Ord. (a)  317,000  1,512,160  29299E22
Farmacia Benevides SA de CV Ord.   575,800  2,143,755  31299422
Fomento Economico Mexicano SA 
 (FEMSA) Class B  1,614,000  7,088,833  34441892
Gruma SA Class B (a)  62,200  417,923  40013192
Grupo Carso SA de CV Class A-1 (a)  3,498,900  37,197,436  40099594
Grupo Casa Autrey SA sponsored ADR  93,700  2,857,850  40048P10
Grupo Dina sponsored ADR, Series L (a)  40,983  414,953  21030620
Grupo Embotellador de Mexico SA
 GDR (a)  187,250  4,751,469  40048J30
Grupo Financiero Bancomer SA de CV 
 sponsored ADR, Series C (e)  296,500  6,819,500  40048610
Grupo Financiero Banorte SA 
Grupo Financiero GBM Atantico SA 
 sponsored ADR (e)  16,100  309,925  40048F10
Grupo Financiero Inbursa SA 
 Class C (a)  50,000  215,242  44499922
Grupo Financiero Probursa SA 
 Class B Ord.   309,000  179,755  48999K22
Grupo Financiero Serfin SA sponsored 
 ADR   220,600  3,915,650  40049A10
Grupo Industrial Bimbo SA de CV, 
 Series A Ord.   212,830  1,727,154  60899995
Grupo Industrial Maseca SA de CV
 ADR  14,000  346,500  40048840
Grupo Iusacell SA 
 Class D ADR (a)  19,790  554,120  40049W20
Grupo Mexicano de Desarrollo SA
 Class L ADR (a)  198,410  4,017,803  40048G20
Grupo Modelo SA de CV Class C Ord.  22,500  484,293  40099M22
 Class L  28,737  37,614  48999K23
 CLass B  922,900  1,503,266  57899894
Grupo Posadas SA de CV Class L (a)  390,000  406,107  40048992
 Class B (a)  487,000  1,929,304  44499923
Grupo Radio Centro SA de CV 
 sponsored ADR  39,800  671,625  40049C10
Grupo Sidek SA de CV 
 Class B Ord.   2,007,400  8,583,120  40099F22
Grupo Simec SA de CV ADR (a)  59,000  1,460,250  40049110
Grupo Situr SA de CV Class B  (a)  1,998,113  6,044,312  40049292
Grupo Tribasa SA de CV 
 sponsored ADR (a)  25,179  789,991  40049F10
Grupo Televisa SA de CV  46,000  1,016,870  40049J97
Grupo Televisa SA de CV GDS (e)  81,200  3,603,250  40049J20
 Class L ADR (a)  46,185  1,420,189  40049W30
 Class L  44,572  191,875  40099F25
 Class C Ord.   1,565,200  7,639,334  40099H22
Herdez SA de CV Class A   1,321,407  1,153,060  42799F22
Hylsamex SA sponsored ADR (e)  68,000  1,462,000  44891910
Kimberly Clark de Mexico SA Class A  477,000  9,462,312  49499392
Sanluis Corp. Ord., Series A-2  74,000  811,460  21987020
Sears Roebuck de Mexico SA de CV 
 ADR representing Series B-1 (a) (e)  52,700  1,231,863  81240K10
Sears Roebuck de Mexico SA de CV (a)  689,600  8,083,443  81240K92
Servicios Financieros Quadrum SA 
 sponsored ADR (a)  3,200  46,400  81763810
Sigma Alimentos Class B (a) (e)  28,400  487,376  80599G23
Telefonos de Mexico SA sponsored ADR 
 representing shares Ord. Class L  478,400  26,371,800  87940378
Tolmex SA Class B2  1,213,500  17,648,343  94399492
 
 SHARES VALUE (NOTE 1)
 
Transportacion Maritima Mexicana SA
 de CV Class  A  99,000 $ 696,859  94899592
Vitro SA sponsored ADR  174,200  3,592,875  92850230
Vitro SA  96,900  677,864  92850292
  297,275,838
PAKISTAN - 1.7%
Adamjee Insurance Ltd. (a)  128,900  1,027,178  00599492
Al-Faysal Investment Bank Ltd. (a)  320,000  846,522  01099F22
Askari Commercial Bank (a)  359,200  797,715  03999C22
Askari Leasing Ltd. (a)  384,400  790,911  04299322
Bank of Punjab (a)  33,150  75,785  79899A92
Crescent Investment Bank Ltd. (a)  500,000  1,110,405  22599B22
Crescent Investment Bank Ltd. (rights) (a)  150,000  235,145  22599B23
Dandot Cement Co. Ltd. (a)  300,000  1,420,668  23699K22
DG Kahn Cement Ltd. (a) (c)  795,000  1,759,057  23999E22
DG Kahn Cement Ltd. (rights) (a)  88,000  36,643  23999E23
Engro Chemical Pakistan Ltd. (a)  20,000  173,093  29399E22
Fauji Fertilizer Co. Ltd. (a)  850,000  2,748,254  31199822
First Grindlays Modarba (a)  565,200  544,536  32099E22
Ibrahim Energy Ltd. (a)  237,000  549,553  45499J22
Maple Leaf Cement Factory Ltd. (a)  80,000  399,746  56599622
Muslim Commercial Bank Ltd. (a)  225,000  595,211  62899D22
Muslim Commercial Bank Ltd. (rights) (a)  33,750  45,192  62899D23
National Development Leasing Corp. (a)  347,625  488,184  63599492
Nishat Tek Ltd. (a)  47,000  72,911  65999C22
Packages Ltd. (a)  10,000  58,786  69599Q22
Pakistan State Oil Co. Ltd.   240,800  3,476,017  34799292
Pakistan Telecommunications Voucher 
 GDR (a) (e)  63,890  10,541,850  69584910
Pak Electron Ltd. (a)  40,000  192,035  69599P22
Pakland Cement Ltd. (a)  200,000  1,097,344  47799622
PEL Appliances Ltd. (a)  27,500  197,363  70599922
Sunflo Cit-Russ Ltd. (a)  2,350,000  997,740  80599E22
Sui Southern Gas Pipelines Ltd. (a)  462,200  1,037,782  89499F22
Trust Leasing Corp. Ltd. (a)  231,200  388,865  89899F22
Trust Leasing Corp. Ltd. (rights) (a)  59,350  41,674  89899F23
Union Bank Ltd. (a)  493,600  673,029  90499P22
  32,419,194
PANAMA - 0.5%
Banco Latino Americano de Exportaciones 
 SA Class E  127,100  4,718,588  06199A92
Panamerican Beverages, Inc. Class A  141,700  4,888,650  69829W10
  9,607,238
PERU - 0.7%
Banco Wiese sponsored ADR  40,000  850,000  05965110
Banco Wiese Ltd.   101,711  534,960  05999T22
Banco de Credito del Peru Class T   1,209,245  2,870,228  06899B22
Cementos Lima SA Class C (e)  2,920  1,191,221  15199M22
Cementos No Pacasmayo Class T  9,100  34,086  15199N22
Compania Peruana Telefonos Class T   2,645,639  3,675,004  24499622
La Fabril SA Class T   462,985  884,551  50399B23
Minsur SA Class T  (a)  123,893  1,461,987  60499F22
Southern Peru Copper Corp. Class T  (a)  452,149  2,784,646  84399F22
  14,286,683
PHILIPPINES - 3.5%
Ayala Corp. Class B  4,719,040  8,345,575  05499092
Ayala Land, Inc. Class B  5,003,625  7,843,282  05499392
Bacnotan Cement Corp.   320,000  456,592  07499222
Belle Resources Corp. (a)  7,760,000  2,027,300  07899324
Belle Resources Corp. (rights) (a)  1,253,333  226,690  07899323
Benpress Holdings Corp. GDR (e)  175,000  2,012,500  08230010
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
PHILIPPINES - CONTINUED
Benpress Holdings Corp. GDR  81,000 $ 931,500  08230093
Filinvest Land, Inc. Ord. (a)  9,562,750  4,323,989  31699J22
First Phillipines Holdings Corp.   1,256,850  6,314,565  33699492
First Phillipines Holdings Corp. 
 (rights) (a)  418,950  1,334,477  33699494
Guoco Holdings, Inc.   30,140,000  8,601,052  40299A22
House of Investments, Inc.   1,019,000  2,129,741  44199C92
Interport Resources Corp. Class B (a)  100,000,000  104,501  46099E22
Kuok Phil Properties, Inc. Class B (a)  192,000  15,588  60599792
Lepanto Consolidated Mining Co.   92,170,000  1,000,045  52673292
Liberty Telecoms Holdings, Inc.   13,594,000  1,748,460  53199822
Liberty Telecoms Holdings, Inc. (a) (e)  20,919,000  2,690,602  53199823
Manila Electric Co. Class B  81,165  1,141,790  58799A92
Metropolitan Bank & Trust Co.   4,700  138,846  59199D22
Metropolitan Bank & Trust Co. 
 (rights) (a)  940  20,213  59199D23
Manila Mining Corp. Class B  291,788,000  2,109,627  59399C22
Metro Drug, Inc. Class B (a)  51,687,166  9,764,223  59699292
Mondragon International 
 Philippines, Inc. (a)(c)  6,380,000  1,871,956  60999D22
Negros Navigation Co. (a)  1,000,000  452,170  63999D22
Philex Mining Corp. (a)  8,500,000  1,434,885  71814230
Robinson's Land Corp. (a)  7,770,000  1,452,213  77099492
San Miguel Corp. Class B  5,000  27,130  79908540
Sanitary Wares Manufacturing Corp.   186,000  114,007  81099792
SM Prime Holdings, Inc. (a)  1,700,000  580,788  83160592
Steniel Manufacturing Corp.   520,500  194,558  85899622
  69,408,865
PORTUGAL - 0.0%
CIN  6,250  161,028  17599592
Mague (Constru Metalom)  1,586  40,243  55999192
Unicer (Uniao Cervejeira) SA  5,000  75,472  93399A93
Unicer (Uniao Cervejeira) SA (New)  5,000  75,472  93399A95
  352,215
SINGAPORE - 1.5%
Chuan Hup Holdings Ltd.   100,000  98,774  14899992
Courts Singapore Ltd.  50,000  70,504  22299992
DBS Land Ltd.   20,000  70,163  24399292
Falmac Ltd.   50,000  24,694  30699722
Focal Finance Ltd.   403,200  983,280  34499B22
Hong Leong Finance Ltd. 
 (warrants) (a)  424,600  543,764  44999D23
Hong Leong Finance Ltd. (For. Reg.)  894,000  3,410,351  44999D26
Informatics Holdings Ltd.   1,480,000  1,159,402  45699D22
Ipco International Ltd.  80,000  400,000  46299D22
Jurong Cement Ltd.  41,750  163,530  48299792
Kay Hian James Capel 
 Holding (For. Reg.)  267,400  389,808  48699B22
Keppel Finance Ltd.   1,848,000  3,033,843  49299D22
Kim Engineering Holdings Ltd.   2,776,000  3,460,534  49499D92
Malayan Credit Ltd.   150,000  394,415  56099092
Overseas Union Trust Ltd. (For. Reg.)  712,000  2,260,166  69499B23
Parkway Holdings Ltd.  100,000  247,956  70199192
Sal Industrial Leasing Ltd.   200,000  162,126  81499792
Sembawang Maritime Ltd.   130,000  624,319  81799592
Singapore Finance Ltd.   226,000  409,510  41499722
Singapore Finance Ltd. (warrants) (a)  2,351,400  2,338,585  41499725
Tat Lee Finance Ltd.   576,000  1,169,263  87699E22
Tat Lee Finance Ltd. (warrants) (a)  300,000  237,057  87699E23
Transmarco Ltd.   907,000  3,985,113  89499492
Van Der Horst Ltd. (a)  957,000  4,302,586  92099C22
  29,939,743
 
 SHARES VALUE (NOTE 1)
SOUTH AFRICA - 0.7%
Anglovaal Ltd. Class N (e)  102,000 $ 3,091,620  03599723
Cashbuild Ltd.   10,000  37,267  14799622
First National Bank Holdings Ltd.   50,000  254,659  99599F22
Genbel Investments Ltd. Ord.   100,000  236,025  36867310
ISCOR Ltd.   404,800  470,673  46499C22
Nedcor Ltd.   30,000  244,100  00099E22
Pepkor Ltd.   320,000  1,868,323  71335092
Sasol Ltd.   421,800  3,720,225  80386610
Sentrachem Ltd.   150,000  559,007  81799J22
Sappi Ltd.   150,000  2,515,529  82799B92
South African Breweries Ltd. ADR  5,000  116,250  83621620
South African Brewers Ltd.   22,529  526,143  83621692
Southern Life Association Ltd., The  10,000  81,988  84399H22
Standard Bank Investment Corp.   5,000  127,950  85399A22
  13,849,759
SRI LANKA - 0.3%
Aitken Spence & Co. Ltd.   95,000  717,432  00999F22
Asia Capital Ltd. (a)  903,100  592,027  04499D22
Blue Diamond Jewelry 
 Worldwide Ltd. (a)  443,630  362,943  09599222
Blue Diamond Jewelry 
 Worldwide Ltd. (rights) (a)  80,660  23,689  09599223
Development Finance Corp. of Ceylon (a)  157,866  1,837,961  25199C92
John Keells Holdings Ltd. GDR (a)  86,500  537,110  44499822
John Keells Holdings Ltd. (a)  15,000  176,250  48730292
Kelani Tyres Ltd. (Loc. Reg.) (a)  114,100  144,809  48799N22
Lanka Tiles Ltd. (a)  181,100  332,416  51599722
Lanka Ceramic Ltd. (a)  101,300  204,003  51599922
National Development Bank  100,800  934,626  63599B22
Sampath Bank Ltd. (a)  90,000  99,119  79599N22
Vanik, Inc. Ltd. (a)  38,400  63,638  92199E22
  6,026,023
TAIWAN (FREE CHINA) - 0.2%
Hocheng Corp. GDR (a) (e)  12,800  355,200  43414110
Shanghai Tyre & Rubber Class B 
 shares (a)  150,000  87,000  84599R22
Taiwan Fund, Inc.   55,500  1,526,250  87403610
Yageo Corp. GDR (a) (e)  44,000  913,000  98432610
  2,881,450
THAILAND - 11.7%
Advanced Information Services 
 (Loc. Reg.)  143,000  2,478,675  00799792
 (For. Reg.)  241,200  4,258,236  00799793
Bangkok Bank Ltd.  2,435,400  26,383,589  06099210
Bank of Ayudhya PCL (For. Reg.)  2,000,000  7,824,100  05999998
Bank of Asia PCL: 
 (Loc. Reg.)  780,600  2,129,789  06199D22
 (For. Reg.)  4,483,800  12,233,600  06199D23
Bangkok Metropolitan Bank 
 PLC (For. Reg.)  5,153,600  6,875,469  06199E23
Ban Pu Coal (For. Reg.)  542,000  13,744,090  06199593
Berli Jucker PCL  5,000  18,858  08499F23
Electricity Generating Authority 
 of Thailand (e)  614,000  547,074  28599C23
Finance One PCL: 
 (For. Reg)  50,000  1,011,114  31799E93
 (warrants) (For. Reg.) (a)  2,720  26,193  31799E96
First Bangkok City Bank PCL (For. Reg.)  231,200  222,639  31899D93
General Engineering Ltd. (a)  20,000  58,179  36999D23
Hana Microelectronics Co. Ltd. (For. Reg.)  223,200  1,576,183  40999693
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
THAILAND - CONTINUED
Industrial Finance Corp. 
 (Loc. Reg.) (a)  4,000,000 $ 10,351,880  45799893
 (For. Reg.)  5,743,500  14,864,006  45799896
International Broadcasting 
 Corp. (For. Reg.)  20,000  150,062  45999E93
Kiatnakin Finance & Securities PCL
 (For. Reg.)  12,000  67,408  49699794
Kiatnakin Finance & Securities PCL (a)  36,000  189,945  49699797
Krung Thai Bank: 
 (Loc. Reg.)  5,500,000  18,757,750  50599292
 (For. Reg.)  5,492,300  18,731,489  50599293
Lanna Lignite PCL (For.  Reg.)  10,000  136,420  51599A23
Loxley PCL: 
 (Loc. Reg.)  84,200  1,608,121  54899522
 (For. Reg.)  100,000  1,909,882  54899523
Nithipat Capital PCL (Loc. Reg.)  100,000  750,311  67399922
Nithipat Capital PCL (a)  70,000  525,218  67399923
OCC Co. (For. Reg.) (a)  46,500  139,931  68999593
Pacific Insurance PCL   66  358  69599L23
Phatra Thanakit PCL:
 (For. Reg.)  4,200  43,478  71799593
 (For. Reg.) (rights) (a)  16,800  167,171  71799595
Property Perfect Co. PCL (For. Reg.) 
 (warrants) (a)  4,444  16,761  74399F24
Quality Houses PCL (warrants) (a)  60,000  223,889  74799G25
Renown Leatherwears PCL (a)  295,600  1,755,359  75999K23
Safety Insurance PCL (For. Reg.)  179,200  427,813  79899393
Shinawatra Computer & 
 Communication PCL   10,000  311,359  94799192
Shinawatra Computer & 
 Communication PCL (For. Reg.)   20,000  622,718  94799193
Shinawatra Satellite PCL: 
 (Loc. Reg.) (a)  670,000  3,279,704  95199K22
 (For. Reg.) (a)  180,000  881,114  95199K23
Siam Cement PCL (For. Reg.)  6,600  380,805  78799010
Siam City Bank PCL (For. Reg.)  8,046,300  11,380,365  81199593
Siam City Cement Co. Ltd. (For. Reg.)  218,560  4,700,404  82570798
Siam Commercial Bank PCL (For. Reg.)  100,000  1,035,188  78851090
Siam City Credit Finance & 
 Securities PCL (a)  220,000  2,418,649  82699D23
Siam Commercial Life 
 Assurance (For. Reg.)  215,100  440,159  82799293
Siam General Factoring PCL (For. Reg.)  25,000  114,352  82899C23
Siam Makro (For. Reg.) (a)  250,000  1,023,153  83099E23
S Khon Kaen Food Industry PCL 
 (For. Reg.)  30,700  99,775  56499F23
Swedish Motors Corp. PCL (For. Reg.)  128,400  783,083  87099593
Thai Farmers Bank PCL  2,909,400  25,681,827  90199010
Thai Military Bank Ltd. (For. Reg.)  2,005,900  9,336,141  90199989
Thai Wah Resorts Development PCL 
 (For. Reg.) (a)  400,000  413,272  91099E23
Thai Wah Food Products PCL (For. Reg.)  211,300  423,906  93699B23
Thai Reinsurance Co. Ltd. (For. Reg.)  120,000  390,001  93799D23
Thai German Ceramic Industry Co. Ltd. 
 (warrants) (a)  36,990  69,385  94699894
Tong Hua Communications PCL
 (For. Reg.)  669,000  1,066,995  92199D23
TPI Polene Co. Ltd.: 
 (For. Reg.)  386,000  4,181,681  94799093
 (rights) (a)  96,500  1,006,701  94799094
Tipco Asphalt PCL (Loc. Reg.) Ord.   20,000  163,704  95499592
United Communication Industry PCL:
 (For. Reg.)  272,700  8,053,093  91399E23
 (Loc. Reg.)  97,500  2,879,269  91399E22
  231,341,843
 
 SHARES VALUE (NOTE 1)
TURKEY - 0.1%
Adana Cimento (a)  127,710 $ 67,932  00699B92
Akcimento AS  100,000  162,377  00999H22
Alarko Holding  238,000  163,244  01199B22
Anadolu Anonim Turk Sigorta SK  3,000,000  419,940  03299J22
Arcelik AS  312,500  87,488  03999B22
Aygaz AS  250,000  47,593  05499822
Brisa Bridgestone Sabanci Lastik 
 San & Tic SA  500,000  95,185  10999822
Cimentas AS  760,000  489,372  17199G22
Cukurova Electrik AS (a)  85,000  16,657  22999192
Goodyear (a)  287,250  118,617  68999992
Guney Biraciliu (a)  498,800  198,991  40299792
Maret (a)  306,000  57,396  56899692
Medya Holdings AS Class C  100,000  5,039  58699922
Migros  50,000  113,384  59899C22
Sarkuysan Elektronik Bakir Sanayi AS  200,000  114,784  80499C22
Teletas (a)  120,000  31,915  87999C92
Turkiye Garanti Bankasi AS  1,400,000  333,158  90014892
Turkiye Garanti Bankasi AS:
 ADR (e)  35,000  83,125
 (New)  17,250  4,105  90014896
Turk Demir Dokum  115,999  17,212  90099A92
Turk Demir Dokum (New)  69,599  1,949  90099A95
USAS (Ucak Servisi Anonim Sirketi)  10,000  81,188  93899G22
  2,710,651
UNITED KINGDOM - 0.0%
Cathay International Holdings PLC (a)  1,296,385  636,331  14999D22
UNITED STATES OF AMERICA - 0.1%
Capco Automotive Products Corp. (a)  168,600  2,086,425  13916810
VENEZUELA - 0.2%
CA Venepal GDR Class A ADR (a)(e)  2,864  8,950  12477610
Corimon SA CA sponsored ADR  16,700  167,000  21872820
Electricidad de Caracas  1,179,914  2,285,621  42799922
Mavesa SA sponsored ADR (e)  266,000  1,463,000  57771720
Venezolana de Prerreducidos Caroni 
 Venpreca CA GDR (e)  1,500  8,813  92264410
  3,933,384
TOTAL COMMON STOCKS
 (Cost $1,582,057,902)  $ 1,847,969,444
NONCONVERTIBLE PREFERRED STOCKS - 0.2%
BRAZIL - 0.0%
COSIPA (Cia Siderurgica Paulista) 
 Class B (a)  194,000  590,385  13299622
KOREA (SOUTH) - 0.2%
Daelim Industrial Co. (a)  59,460  984,598  23699F23
Daewoo Heavy Industries Ltd.  2,300  27,150  23999494
Dongbu Steel Co. Ltd.   57,230  1,148,692  25799L23
Hyundai Motor Service Co. Ltd. (a)  39,000  1,443,267  42199424
Korea First Securities Co. Ltd. (a)  20,000  255,912  50099K23
Korea First Securities Co. Ltd. (New) (a)  2,060  29,770  50099K25
Kolon International Corp. (a)  20,000  303,581  73099423
  4,192,970
TOTAL NONCONVERTIBLE PREFERRED STOCKS
 (Cost $6,443,627)   4,783,355
CLOSED-END INVESTMENT COMPANIES - 0.2%
 SHARES VALUE  
   (NOTE 1)
CHILE -0.1%
Chile Fund, Inc.   47,556 $ 2,365,911  16883410
INDIA - 0.1%
Morgan Stanley India Investment Fund  50,000  700,000  61745C10
PHILIPPINES -0.0%
Private Development Corp. of 
 Philippines Class B (a)  200,000  265,274  74299B22
TOTAL CLOSED-END INVESTMENT COMPANIES
 (Cost $2,919,528)   3,331,185
CORPORATE BONDS - 4.2%
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) AMOUNT (B) (NOTE 1)
CONVERTIBLE BONDS - 4.2%
GRAND CAYMAN - 0.8%
Bank Of Asia PCL 
 3 3/4%, 2/09/04 - $ 2,500,000  2,425,000  06199GAA
Filinvest Cayman Islands Ltd.:
 3 3/4%, 2/28/04 (e) -  4,000,000  3,360,000  317015AA
 euro 3 3/4%, 2/28/04 (e)  -  2,500,000  2,100,000  3170159A
Henderson Capital euro 4% 
 10/27/96 (e) -  2,050,000  2,003,875  4247309A
House of Investments 
 Cayman Island Ltd. 4%, 
 10/17/01 (e) -  3,000,000  2,947,500  44176PAA
JG Summit Cayman Ltd. 
 3 1/2%, 12/23/03 (e) -  3,050,000  2,371,375  466149AA
  15,207,750
HONG KONG - 0.3%
Lai Fung Overseas Finance Ltd.
 euro 5 1/4%, 2/5/98 (f) -  5,290,000  4,232,000  50699CAA
Regal International Ltd. euro 
 5 1/4%, 12/5/08 -  500,000  467,500  759991AB
  4,699,500
INDIA - 0.7%
Ballarpur Industries Ltd. 
 4%, 4/1/99 -  500,000  557,500  0585889A
Essar Gujarat Ltd. 
 euro 5 1/2%, 8/5/98 -  1,940,000  3,860,600  296994AA
Gujarat Ambuja Cement Ltd.: 
 3 1/2%, 6/30/99 (e) -  190,000  336,300  402042AA
 euro 3 1/2%,  6/30/99 -  2,000,000  3,540,000  4020429A
Jindal Strips Ltd. euro 4 1/4% 
 3/31/99 (e) -  460,000  598,000  642994AA
Nippon Denro Ispat Ltd.:
 3%, 4/1/01 (e) -  2,535,000  2,066,025  654554AA
 euro 3%, 4/1/01 (e) -  550,000  448,250  6545549A
Reliance Industries Ltd. euro 
 3 1/2%, 11/3/99 (e) -  200,000  268,000  7594709A
SCICI Ltd. euro 3 1/2%, 
 4/1/04 -  1,370,000  1,356,300  79599KAB
  13,030,975
MALAYSIA - 0.8%
Arab Malyasian Finance BHD 
 7 1/2%, 12/31/99 - MYR 1,242,666  413,209  00699AAB
 
 MOODY'S  RATINGS PRINCIPAL VALUE
 (UNAUDITED) AMOUNT (B) (NOTE 1)
 
Land & General BHD 4 1/2%, 
 7/26/04 (e) - $ 4,000,000 $ 4,960,000  51462QAA
Renong BHD 2 1/2%, 
 1/15/05 (e) -  10,000,000  10,025,000  759883AA
  15,398,209
MEXICO - 0.0%
Grupo Financiero Invermexico 
 7 1/2%, 6/16/01 (e) -  1,000,000  860,000  40048LAA
PAKISTAN - 0.0%
Dewan Salman Fibre Ltd. 5%, 
 5/5/01 -  1,000,000  890,000  25199MAA
PHILIPPINES - 0.0%
Bacnotan Consolidated 
 Industries, Inc. 5 1/2%, 
 6/21/04 (e)  -  1,000,000  957,500  056395AA
TAIWAN (FREE CHINA) - 0.2%
Cheng Loong Ltd. 2 1/2%, 
 10/11/01 (e)  -  1,000,000  960,000  16411PAA
Formosa Chemicals & Fibre 
 Corp. 1 3/4%, 7/19/01 -  475,000  446,500  3463979A
Kinpo Electronics, Inc. 
 euro 3%, 7/21/01  -  1,600,000  1,664,000  4971269A
Nan Ya Plastics Corp. 
 1 3/4%, 7/19/01 -  490,000  456,925  630995AA
Walsin Lihwa Corp.  
 3 1/4% 6/16/04 (e) -  1,000,000  1,002,500  933133AA
  4,529,925
THAILAND - 1.4%
Asia Credit PCL:
 3 3/4%, 11/17/03 (e) -  1,300,000  1,599,000  044909AA
 euro 3 3/4%, 11/17/03 -  1,000,000  1,230,000  047994AA
CMIC Finance & Securities 
 PCL euro 3 1/2%, 
 11/8/03 -  1,500,000  1,878,750  125993AA
Dhana Siam Finance & 
 Securities PCL euro 4%, 
 10/6/03  -  300,000  675,000  242995AA
Kiatnakin Finance & Securities PCL
 euro 4%, 11/30/03 -  1,000,000  990,000  496997AA
Phatra Thanakit PCL:
 3 1/2%, 12/13/03 (e) -  3,000,000  4,087,500  717227AA
 euro 3 1/2%, 12/13/03  -  4,420,000  6,022,250  717995AA
Siam Commercial Bank PCL
 3 1/4%, 1/24/04 (e) -  1,000,000  927,500  825715AA
Siam Syntech Construction PCL 
 4 1/2%, 2/25/02 (e) -  500,000  305,000  825719AA
Somprasong Land & Development 
 PCL 3 7/8%, 1/21/04 euro -  3,000,000  2,160,000  83599CAA
Wall St. Finance and Securities
 PCL 3 3/4%, 
 2/3/04 (e) -  480,000  319,200  93299BAB
Wattachak PCL euro 3 1/2%, 
 12/6/03 -  9,000,000  7,830,000  94299HAA
  28,024,200
TOTAL CONVERTIBLE BONDS   83,598,059
CORPORATE BONDS - CONTINUED
 MOODY'S  RATINGS PRINCIPAL VALUE
 (UNAUDITED) AMOUNT (B) (NOTE 1)
NONCONVERTIBLE BONDS - 0.0%
THAILAND - 0.0%
Finance One 3 3/4%, 2/7/01 - THB 272 $ 10,914  31799EAA
Quality Houses PCL 5 3/4%, 
 1/01/00 -  6,000  1,810  74799GAB
Thai German Ceramic 
 Industry Co. Ltd. 3%, 7/08/99 - THB 411  164,908  946998AA
TOTAL NONCONVERTIBLE BONDS   177,632
TOTAL CORPORATE BONDS 
 (Cost $85,856,082)   83,775,691
INDEXED SECURITIES - 0.1%
 
UNITED STATES OF AMERICA - 0.1%
Salomon Brothers Holding 
 Company, Inc. note 6 1/2%, 
 10/7/96 (indexed to 
 common stock of 
 Yuganskneftegas, a Russian 
 joint-stock company) (d)   590,000  259,187  79599CAB
Salomon Brothers Holding 
 Company, Inc. note 6 1/2%, 
 10/7/96 (indexed 
 to common stock of 
 EAO Edinaya Energeticheskay 
 Saa Sistema Rosii, a 
 Russian joint-stock company)(d)  1,800,000  1,177,740  79599CAD
Salomon Brothers Holding 
 Company, Inc. note 6 1/2%, 
 10/17/96 (indexed to 
 common stock of 
 Komineft, a Russian 
 joint-stock company)(d)   670,000  264,784  79599CAE
TOTAL INDEXED SECURITIES
 (Cost $3,060,000)   1,701,711
PURCHASED BANK DEBT - 0.1%
ECUADOR - 0.1%
Republic of Equador:
 loan participation under 
 1983 and 1984 extension 
 and refinancing 
 agreements (a)   1,750,000  925,750  88399HAH
 loan participation (a)   1,000,000  605,300  88399HAG
TOTAL PURCHASED BANK DEBT
 (Cost $1,345,191)   1,531,050
REPURCHASE AGREEMENTS - 1.4%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
 (U.S. Treasury obligations), in a joint 
 trading account at 4.78% dated 
 10/31/94 due 11/1/94  $ 27,937,709 $ 27,934,000  99799N9L
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $1,709,616,330)  $1,971,026,436
CURRENCY ABBREVIATIONS
MYR - Malaysian ringgit
THB - Thai baht
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(c) A company in which the fund has ownership of at least 5% of the voting
securities is an affiliated company. A summary of the transactions during
the period in which the issuers were affiliates is a follows:
 PURCHASES SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Berjaya South Island BHD $ 588,464 $ - $ - $ 18,851,060
China First Pencil Co. Ltd.
 Class B   168,612  -  -  1,209,525
DG Kahn Cement Ltd. (a)   563,420  -  21,652  1,759,057
Mondragon International 
 Philippines, Inc. (a)   542,624  -  -  1,871,956
North Borneo Timber BHD   1,161,326  297,882  8,110  14,577,770
Shanghai Hero Ltd. 
 Class B (a)   343,816  -  -  963,749
Shanghai Refrigerator
 Compressor Co. 
 Ltd. Class B   48,875  -  -  1,157,055
Shanghai Vacuum Electron 
 Devices Co. Ltd.   -  -  -  1,146,790
TOTALS  $ 3,417,137 $ 297,882 $ 29,762 $ 41,536,962
 
(d) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 
Additional information on each holding is as follows:
  ACQUISITION ACQUISITION
 SECURITY DATE COST
Salomon Brothers Holding 
 Company, Inc. note 6 1/2%, 
 10/7/96 (indexed to 
 common stock of 
 Yuganskneftegas, a Russian 
 joint-stock company)   9/9/94   79599CAB$ 590,000
Salomon Brothers Holding 
 Company, Inc. note 6 1/2%, 
 10/7/96 (indexed 
 to common stock of 
 EAO Edinaya Energeticheskay 
 Saa Sistema Rosii, a 
 Russian joint-stock company)  9/13/94  79599CAD  79599CAB  1,800,000
Salomon Brothers Holding 
 Company, Inc. note 6 1/2%, 
 10/17/96 (indexed to 
 common stock of 
 Komineft, a Russian 
 joint-stock company)   9/16/94  670,000
LEGEND - CONTINUED
(e) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $164,250,269 or 8.3% of net
assets.
(f) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. 
OTHER INFORMATION
At the end of the period, restricted securities (excluding 144A issues)
amounted to $1,701,711 or 0.1% of net assets (see Note 2 of Notes to
Financial Statements).
Purchases and sales of securities, other than short-term securities,
aggregated $2,726,100,583 and $1,619,121,214, respectively.
The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of FMR. The commissions paid to these affiliated
firms were $52,584 for the period (see Note 5 of Notes to Financial
Statements).
The fund participated in the interfund lending program as a lender. The
maximum loan and the average daily loan balances during the period for
which loans were outstanding amounted to $31,339,000. The weighted average
interest rate was 4.075%. Interest earned from the interfund lending
program amounted to $2,996 and is included in interest income on the
Statement of Operations (see Note 2 of Notes to Financial Statements).
The fund participated in the bank borrowing program.  The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $3,464,000. The weighted average interest rate was
3 7/8% (see Note 7 of Notes to Financial Statements).
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $1,719,189,521. Net unrealized appreciation aggregated
$251,836,914, of which $335,373,375 related to appreciated investment
securities and $83,536,461 related to depreciated investment securities. 
The fund hereby designates $8,760,524 as a capital gain dividend for the
purpose of the dividend paid deduction.
The fund has elected to defer to its tax fiscal year ending September 30,
1995 $19,417,143 of losses recognized during the period November 1, 1993 to
September 30, 1994.
For the period ended October 31, 1994, interest and dividends from foreign
countries were $23,612,062, or $0.23 per share. Taxes paid to foreign
countries were $1,067,117 or $0.01 per share.
INDUSTRY DIVERSIFICATION 
As a Percentage of Total Value of Investments (Unaudited)
Aerospace & Defense   0.1%
Basic Industries   15.6
Construction & Real Estate   13.9
Durables    4.9
Energy    3.6
Finance   22.8
Government Obligations    0.1
Health   0.5
Holding Companies   8.5
Industrial Machinery & Equipment   1.8
Media & Leisure   2.5
Nondurables   5.3
Precious Metals   0.1
Retail & Wholesale   3.0
Services   0.5
Repurchase Agreements   1.4
Technology   0.6
Transportation   2.2
Utilities   12.6
    100.0%
EMERGING MARKETS
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                               <C>            <C>               
 OCTOBER 31, 1994                                                                                                 
 
ASSETS                                                                                                            
 
Investment in securities, at value (including repurchase agreements of $27,934,000) (cost $1,709,616,330) -       $ 1,971,026,435   
See accompanying schedule                                                                                         
 
Cash                                                                                                              1,988,411        
 
Receivable for investments sold                                                                                   42,692,960       
 
Receivable for fund shares sold                                                                                   9,879,924        
 
Dividends receivable                                                                                              1,601,347        
 
Interest receivable                                                                                               1,735,770        
 
Redemption fees receivable                                                                                        20,826           
 
 TOTAL ASSETS                                                                                                     2,028,945,673    
 
LIABILITIES                                                                                                       
 
Payable for investments purchased                                                                $ 34,040,496                     
 
Payable for fund shares redeemed                                                                 14,313,914                      
 
Accrued management fee                                                                           1,284,186                       
 
Other payables and accrued expenses                                                              2,935,671                       
 
 TOTAL LIABILITIES                                                                                                52,574,267       
 
NET ASSETS                                                                                                        $ 1,976,371,406   
 
Net Assets consist of:                                                                                            
 
Paid in capital                                                                                                   $ 1,730,192,184   
 
Undistributed net investment income                                                                               2,603,242        
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions               (17,723,398)     
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies        261,299,378      
 
NET ASSETS, for 102,649,164 shares outstanding                                                                    $ 1,976,371,406   
 
NET ASSET VALUE and redemption price per share ($1,976,371,406 (divided by) 102,649,164 shares)                   $19.25           
 
Maximum offering price per share (100/97.00 of $19.25)                                                            $19.85           
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                <C>            <C>             
 YEAR ENDED OCTOBER 31, 1994                                                                       
 
INVESTMENT INCOME                                                                                                  $ 20,031,945    
Dividends (including $29,762 received from affiliated issuers)                                      
 
Interest                                                                                                           12,257,512     
 
                                                                                                                   32,289,457     
 
Less foreign taxes withheld                                                                                        (1,067,117     
                                                                                                                    )               
 
 TOTAL INCOME                                                                                                        31,222,340     
 
EXPENSES                                                                                                                        
 
Management fee                                                                                       $ 12,659,735                   
 
Transfer agent                                                                                                                   
 
 Fees                                                                                                6,698,076                     
 
 Redemption fees                                                                                    (336,508                      
                                                                                                    )                              
 
Accounting fees and expenses                                                                        645,238                       
 
Non-interested trustees' compensation                                                              9,755                         
 
Custodian fees and expenses                                                                        4,525,032                     
 
Registration fees                                                                                  599,921                       
 
Audit                                                                                              55,472                        
 
Legal                                                                                              8,721                         
 
Interest                                                                                           373                           
 
Miscellaneous                                                                                      12,141                        
 
 Total expenses before reductions                                                                  24,877,956                    
 
 Expense reductions                                                                                (2,803         24,875,153     
                                                                                                   )                              
 
NET INVESTMENT INCOME                                                                                             6,347,187      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                                                   
Net realized gain (loss) on:                                                                                                     
 
 Investment securities (including realized gain of $242,990 on sales of investments in affiliated 
issuers and net of                                                                                 (15,438,264                   
Brazilian IPMF tax of $474,544)                                                                    )                              
 
 Foreign currency transactions                                                                     (2,996,213     (18,434,477    
                                                                                                   )              )               
 
Change in net unrealized appreciation (depreciation) on:                                           
 
 Investment securities                                                                             152,117,540                   
 
 Assets and liabilities in foreign currencies                                                      (110,727       152,006,813    
                                                                                                   )                              
 
NET GAIN (LOSS)                                                                                                    133,572,336    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                                     $ 139,919,523   
 
OTHER INFORMATION                                                                                                  $2,416,374     
Sales charges paid to FDC                                                                                          
 
 Accounting fees paid to FSC                                                                                       $641,914       
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS   YEAR ENDED    YEAR ENDED    
                                    OCTOBER 31,   OCTOBER 31,   
                                    1994          1993          
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                           <C>                <C>             
Operations                                                                                    $ 6,347,187        $ 630,663       
Net investment income                                                                         
 
 Net realized gain (loss)                                                                     (18,434,477)       (387,679)      
 
 Change in net unrealized appreciation (depreciation)                                         152,006,813        109,236,178    
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                              139,919,523        109,479,162    
 
Distributions to shareholders:                                                                (2,588,073)        (101,676)      
From net investment income                                                                    
 
 In excess of net investment income                                                           (549,335)          -              
 
 From net realized gain                                                                       -                  (191,171)      
 
 TOTAL  DISTRIBUTIONS                                                                         (3,137,408)        (292,847)      
 
Share transactions                                                                            2,784,381,422      671,166,140    
Net proceeds from sales of shares                                                             
 
 Reinvestment of distributions                                                                3,076,294          282,611        
 
 Cost of shares redeemed                                                                      (1,715,598,654)    (36,857,488)   
 
 Redemption fees                                                                              9,993,085          227,559        
 
 Net increase (decrease) in net assets resulting from share transactions                      1,081,852,147      634,818,822    
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                     1,218,634,262      744,005,137    
 
NET ASSETS                                                                                    
 
 Beginning of period                                                                          757,737,144        13,732,007     
 
 End of period (including undistributed net investment income of $2,603,242 and $628,805, 
respectively)                                                                             $ 1,976,371,406    $ 757,737,144   
 
OTHER INFORMATION                                                                         
Shares                                                                                    
 
 Sold                                                                                     151,470,579        48,273,320     
 
 Issued in reinvestment of distributions                                                  178,437            26,476         
 
 Redeemed                                                                                 (95,823,026)       (2,719,187)    
 
 Net increase (decrease)                                                                  55,825,990         45,580,609     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>   <C>   
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.               
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                       <C>                       <C>    <C>    <C>                
                          YEARS ENDED OCTOBER 31,                 NOVEMBER 1, 1990   
                                                                  (COMMENCEMENT      
                                                                  OF                 
                                                                  OPERATIONS) TO     
                                                                  OCTOBER 31,        
 
SELECTED PER-SHARE DATA   1994                      1993   1992   1991               
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>           <C>         <C>        <C>        
Net asset value, beginning of period                                             $ 16.18       $ 11.05     $ 10.40    $ 10.00    
 
Income from Investment Operations                                                
 
 Net investment income                                                           .06           .06 C       .08        .12       
 
 Net realized and unrealized gain (loss)                                         2.97          5.28        .76        .30       
 
 Total from investment operations                                                 3.03          5.34        .84        .42       
 
Less Distributions                                                               (.04)         (.08)       (.08)      (.04)     
From net investment income                                                       
 
 In excess of net investment income                                              (.01)         -           -          -         
 
 From net realized gain                                                          -             (.15)       (.14)      -         
 
 Total distributions                                                             (.05)         (.23)       (.22)      (.04)     
 
Redemption fees added to paid in capital                                         .09           .02         .03        .02       
 
Net asset value, end of period                                                   $ 19.25       $ 16.18     $ 11.05    $ 10.40    
 
TOTAL RETURN A, B                                                                19.32%        49.58%      8.56%      4.41%     
 
RATIOS AND SUPPLEMENTAL DATA                                                     
 
Net assets, end of period (000 omitted)                                          $ 1,976,371   $ 757,737   $ 13,732   $ 6,450    
 
Ratio of expenses to average net assets                                          1.52%         1.91%       2.60% D    2.60% D   
 
Ratio of net investment income to average net assets                             .39%          .44%        .90%       1.34%     
 
Portfolio turnover rate                                                          107%          57%         159%       45%       
 
A TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.                        
B THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIOD SHOWN.  
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.  
D LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.         
 
</TABLE>
 
LATIN AMERICA
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Latin America
Fund has a 3% sales charge, which had been waived since the fund's start on
April 19, 1993 through May 31, 1994.
CUMULATIVE TOTAL RETURNS
PERIOD ENDED                              PAST 1   LIFE OF   
OCTOBER 31, 1994                          YEAR     FUND      
 
LATIN AMERICA                             22.89%   63.19%    
 
LATIN AMERICA (INCL. 3% SALES CHARGE)     19.20%   58.30%    
 
Morgan Stanley Latin America Free Index   46.22%   80.06%    
 
Average Latin America Fund                30.56%   n/a       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
April 19, 1993. You can compare the fund's figures to the performance of
the Morgan Stanley Latin America Free index, a broad measure of the
performance of stocks in Latin American markets weighted by each country's
market capitalization (or the total value of the shares outstanding). You
can also compare the fund's performance to the average Latin American fund,
which currently reflects the performance of nine funds with similar
objectives - in this case, a very small peer group - tracked by Lipper
Analytical Services. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIOD ENDED                              PAST 1   LIFE OF   
OCTOBER 31, 1994                          YEAR     FUND      
 
LATIN AMERICA                             22.89%   37.53%    
 
LATIN AMERICA (INCL. 3% SALES CHARGE)     19.20%   34.83%    
 
Morgan Stanley Latin America Free Index   46.22%   46.61%    
 
Average Latin American Fund               30.56%   n/a       
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
              Fidelity Latin America FuMorgan Stanley EMF 
     04/19/93                  9700.00           10000.00
     04/30/93                  9641.80            9568.13
     05/31/93                  9874.60            9818.14
     06/30/93                 10379.00           10436.73
     07/31/93                 10737.90           10716.71
     08/31/93                 11746.70           11640.43
     09/30/93                 11960.10           11844.71
     10/31/93                 12881.60           12314.07
     11/30/93                 13861.30           13120.91
     12/31/93                 15722.23           14784.37
     01/31/94                 16981.96           17217.49
     02/28/94                 16093.31           16719.16
     03/31/94                 14462.50           15584.66
     04/30/94                 13437.14           14395.32
     05/31/94                 14169.54           15245.68
     06/30/94                 12851.21           14269.20
     07/31/94                 14042.59           15621.61
     08/31/94                 16132.37           18162.47
     09/30/94                 16679.23           18941.58
     10/31/94                 15829.65           18005.81
 
Let's say you invested $10,000 in Fidelity Latin America Fund on its start
date and paid the 3% sales charge. By October 31, 1994, it would have grown
to $15,830 - a 58.30% increase on your initial investment. That compares to
$10,000 invested in the Morgan Stanley Latin America Free index, which
would have grown to $18,006 over the same period - a 80.06% increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
LATIN AMERICA
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with Patti Satterthwaite, 
Portfolio Manager of Fidelity Latin America Fund
Q. PATTI, HOW HAS THE FUND PERFORMED?
A. The Latin American investment environment continues to be volatile. The
fund's total return for the 12 months ended October 31, 1994, was 22.89%.
That trailed the average Latin America fund, which returned 30.56% during
the same time period, according to Lipper Analytical Services. The fund
also lagged the Morgan Stanley Latin America Free index, which returned
46.22%.
Q. WHY HAS THE FUND TRAILED THE INDEX OVER THE PAST 
12 MONTHS?
A. There are three key reasons why the fund underperformed the index and
its peer group average. First, although the fund's stake in Brazil totaled
roughly 29% by the end of October, it was significantly lower than that -
and lower than the index weighting - through the first half of the period.
This is important because Brazil was one of the top performing markets in
the world over the past 12 months - up more than 100% in U.S. dollars.
Second, the fund had more than 19.1% stake in Latin American bonds a year
ago. I bought these bonds not only because I felt they offered excellent
value, but also to help give the fund flexibility. However, when interest
rates rose sharply in the U.S., both  Latin American stocks - and to a
greater extent, bonds - suffered corrections. That resulted in significant
shareholder redemptions in February and March, and I sold these bonds in a
falling market. In fact, heavy inflows and outflows of cash is the third
key to the fund's underperformance relative to the index. Rapid shifts in
the fund's assets can disrupt long-term investment strategies because the
fund is often forced to buy or sell stocks and bonds when market conditions
are negative.
Q. HOW DO YOU THINK CASH FLOWS WILL AFFECT THE FUND 
GOING FORWARD?
A. The fund's performance actually was quite volatile during the month of
October yet there were not many redemptions. I think since the days when
international mutual funds were first introduced, investors have become
more savvy and better educated about the risks and rewards in these
markets. It may be that investors realize that a long-term investment
approach is necessary in these types of funds. Going forward, I don't see
cash flows having as significant of an impact on performance. As the size
of the fund continues to grow, I believe that redemption issues will become
less significant.
Q. WHY DIDN'T YOU HAVE MORE OF THE FUND INVESTED IN BRAZIL SINCE THAT
MARKET DID SO WELL?
A. The answer again ties in with managing the fund's shifting assets. Early
in the year when assets surged, I had concerns about the liquidity of
Brazilian stocks, meaning how frequently they are bought and sold. As it
turned out, I feel that I made the right decision. Given the magnitude of
redemptions the fund experienced from February through April - the months
during which the fund's performance suffered most - it would not have been
prudent to have been heavily invested in Brazil. However, as the year went
on, I gained more confidence in the stability of the Brazilian economy and
the liquidity of its stock market. I then felt more comfortable increasing
the fund's investments, and the fund did participate more fully in large,
upward moves in the Brazilian market over the summer.
Q. WHY WAS THE BRAZILIAN MARKET UP SO MUCH?
A. Brazil implemented an economic plan to reduce inflation that was very
successful. This helped elect the reform candidate Fernando Henrique
Cardoso, to the country's presidency in October 1994. During the election,
inflation fell to historically low levels and the market rallied. The fact
that many companies in Brazil are likely candidates for privatization also
had a positive impact on the market because privatization can lead to
profitability and growth. These types of stocks currently account for about
half of the fund's investment in Brazil.
Q. HOW DID SOME OF THE FUND'S LARGEST STOCK INVESTMENTS PERFORM?
A. My individual stock selections were very good. Two of the fund's Mexican
investments, which are currently the top two holdings in the fund, had
strong performance. Cemex - a building materials company - returned 18.9%
and Grupo Carso - a large conglomerate - returned 38% for the 12 months
ending October 31, 1994. This compares to a 12.7% return for the Mexican
stock market during the same time period. By the end of October, Grupo
Carso represented 4% of the fund's investments and Cemex, 3.7%.
Q. WHAT ARE THE FUND'S LARGEST COUNTRY ALLOCATIONS?
A. The largest is Mexico - about 40% of the fund at the end of October. As
I mentioned earlier, Brazil accounts for 29% while the next largest
allocation is Argentina, at 12.5%. One reason why the fund has its largest
stake in Mexico is that Mexican stocks are among the most frequently traded
in Latin America. That, again, helped give the fund flexibility in a period
of volatility. In addition, I felt that there were a lot of attractively
valued stocks in Mexico.
Q. WHAT IS YOUR OUTLOOK FOR MEXICO?
A. This has been a difficult year for Mexico. In January, the Chiapas
peasants staged a rebellion. Then popular presidential candidate Colosio
was assassinated, adding uncertainty to the August elections. In addition,
the Mexican peso remained weak relative to other currencies. All of these
situations caused the market to underperform. Now that those events have
passed, I think the economic and political climates have improved. Over the
past year, many of the fund's Mexican stocks delivered excellent
performance and my expectations going forward are positive.
Q. WHAT ARE YOUR VIEWS GOING FORWARD ON LATIN AMERICA?
A. After the spectacular returns experienced in the Latin American markets
in 1993, my belief is that 1994 was a year of consolidation. This
geographical area created a lot of headlines with important elections in
Mexico, Brazil and Colombia that have resulted in positive economic news
and new political climates. Moving into 1995, the focus will turn to the
political and economic agendas of these newly elected leaders and how
effective they are at implementing their plans. Overall, I think these new
leaders will act upon their election promises which should produce
enthusiasm in the stock and bond markets of these countries.
 
FUND FACTS
GOAL: to increase the value of the fund's 
shares by investing mainly in Latin American 
securities.
START DATE: April 19, 1993
SIZE: as of October 31, 1994, more than 
$888 million
MANAGER: Patti Satterthwaite, since April 
1993; assistant manager, Latin American 
portion of Fidelity Emerging Markets Fund, 
since 1990; securities and Latin American 
analyst, 1986-1990; joined Fidelity in 1986.
(checkmark)
PATTI SATTERTHWAITE'S 1995 OUTLOOK:
"As far as my investment strategy, I'm focusing on 
medium-sized companies because in many cases 
they offer the best value. I will continue to the use the 
"bottom-up" approach - picking stocks on the merits 
of individual companies, rather than choosing 
industries or countries first. Similar to 1994, I think that 
the highest risks and rewards in the coming year will 
be in Brazil. Although I plan to invest in this country 
more fully than in the past year, my basic approach to 
investing in Brazil most likely will remain somewhat 
cautious."
(solid bullet)  As of October 31, 1994, the fund had stock 
investments in the following countries from highest to 
lowest, based on the percentage of net assets 
invested: Mexico, Brazil, Argentina, Chile, Peru, 
Panama, Colombia, and Ecuador.
(solid bullet)  Despite political and economical uncertainties, 
operating profits in Mexico have grown 15% as of 
October 31, 1994. The fund's investments in Mexico, 
such as Cemex and Grupo Carso, were star 
performers as a result of improving earnings.
(solid bullet)  Although Chile's market index returned roughly 
79.29% for the 12 months ended on October 31, the 
fund had 4.9% of its assets invested in this country. 
This is because Chile restricts the ability of investors 
to remove money from its stock market.
LATIN AMERICA
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
United States 6.7%
Argentina 12.5%
Row: 1, Col: 1, Value: 6.7
Row: 1, Col: 2, Value: 7.1
Row: 1, Col: 3, Value: 39.8
Row: 1, Col: 4, Value: 4.9
Row: 1, Col: 5, Value: 29.0
Row: 1, Col: 6, Value: 12.5
Other 7.1%
Brazil 29.0%
Mexico 39.8%
Chile 4.9%
AS OF APRIL 30, 1994  
United States 9.1%
Row: 1, Col: 1, Value: 9.1
Row: 1, Col: 2, Value: 2.5
Row: 1, Col: 3, Value: 3.9
Row: 1, Col: 4, Value: 42.9
Row: 1, Col: 5, Value: 4.9
Row: 1, Col: 6, Value: 18.3
Row: 1, Col: 7, Value: 18.4
Panama 2.5%
Argentina 18.4%
Other 3.8%
Brazil 18.5%
Mexico 42.8%
Chile 4.9%
ASSET ALLOCATION
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Stocks and closed-end                                  
investment companies     90.8           84.7           
 
Bonds                    3.1            5.1            
 
Short-term investments   6.1            10.2           
 
TOP TEN STOCKS 
                                       % OF FUND'S    % OF FUND'S    
                                       INVESTMENTS    INVESTMENTS    
                                                      6 MONTHS AGO   
 
Grupo Carso SA de CV Class A-1                                       
(Mexico, Holding Companies)            4.0            4.8            
 
Cemex SA, Series B                                                   
(Mexico, Building Materials)           3.7            3.0            
 
Telebras PN (Pfd. Reg.)                                              
(Brazil, Telephone Services)           3.5            1.6            
 
Telefonos de Mexico SA sponsored                                     
ADR representing shares Ord. Class L                                 
(Mexico, Telephone Services)           3.4            3.4            
 
Compania Siderurgica National                                        
(Brazil, Iron & Steel)                 2.8            2.1            
 
Tolmex SA Class B2                                                   
(Mexico, Building Materials)           2.3            1.9            
 
Telesp PN (Pfd. Reg.)                                                
(Brazil, Telephone Services)           2.1            1.6            
 
Grupo Sidek SA de CV Class B Ord.                                    
(Mexico, Holding Companies)            2.1            2.6            
 
BANACCI SA de CV Class C                                             
(Mexico, Banks)                        2.0            2.3            
 
Compania Vale do Rao Doce PN Ord.                                    
(Brazil, Metals & Mining)              1.9            -              
 
TOP TEN INDUSTRIES 
                             % OF FUND'S    % OF FUND'S    
                             INVESTMENTS    INVESTMENTS    
                                            6 MONTHS AGO   
 
Utilities                    21.0           17.3           
 
Basic Industries             15.5           11.8           
 
Nondurables                  10.7           11.8           
 
Finance                      10.5           21.1           
 
Construction & Real Estate   10.1           8.4            
 
Holding Companies            7.1            -              
 
Durables                     4.7            3.9            
 
Energy                       4.5            5.1            
 
Retail & Wholesale           4.5            4.7            
 
Media & Leisure              2.5            2.5            
 
LATIN AMERICA
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 90.4%
 SHARES VALUE (NOTE 1)
ARGENTINA - 12.1%
Astra Comp Argentina de Petroleum 
 (Reg.)  2,865,800 $ 6,022,292  04699B94
Bagley Y Cia Ltd. SA Class B (Reg.)   440,119  1,761,092  05699C23
Banco de Galicia Y Buenos Aires SA 
 sponsored ADR representing 
 Class B shares  181,075  4,889,025  05953820
Banco del Sud SA  169,700  2,376,632  05957M92
Banco del Sud SA (rights)  169,700  2  05957M93
Banco Frances del Rio de la Prata 
 SA (Reg.)  576,800  4,904,519  21199692
Buenos Aires Embotelladora SA 
 sponsored ADR  144,100  5,529,838  11942420
Capex SA Class A (a) (c)  100,000  970,340  13961293
Central Costanera SA ADR (c)  130,200  4,475,625  15324M10
Central Puerto SA ADR (c)  28,800  928,800  15503810
Citicorp Equity Investment Class B  146,700  719,082  17399P22
Commercial del Plata   1,804,580  6,083,564  20199392
Interamericania de Auto Ord.   741,423  10,346,469  26899722
Mirgor Sacifia Class C sponsored 
 ADR (c)  245,710  2,180,676  60470110
Molinos Rio de La Plata SA (Reg.) (a)  1,123,273  9,809,611  60899C22
Perez Companc Class B   2,594,225  14,013,718  71399723
Telecom Argentina Stet France 
 Telecom SA  1,915,200  11,648,495  90899992
Telefonica de Argentina SA Class B  1,478,900  9,128,007  87999D92
Transportadora de Gas Del Sur SA: 
 Class B  95,000  227,130  89387092
 Class B (c)  185,000  434,902  89387093
YPF Sociedad Anonima sponsored 
 ADR representing Class D shares  502,400  12,120,400  98424510
  108,570,219
BRAZIL - 27.7%
Acesita Cia Acos Especiais Itabira Ord.   52,245,900  4,949,254  00499L22
Aracruz Celulose SA ADR (a)  319,350  4,071,713  03849610
Bradesco PN   1,056,290,428  9,881,224  10599992
Brahma (Cia Cervejaria):
 PN Class B (Pfd. Reg.)   30,428,254  10,701,233  15799492
 ON (warrants) (a)  1,510,428  134,156  15799494
 PN (warrants) (a)  117,827  4,327  15799498
Brasmotor PN   24,800,100  10,278,401  10599892
BR Petrobras Distribuidora PN (Pfd. Reg.)  3,000  170  11299622
Casa Anglo PN Ord. (a)  3,192,269  831,618  13599392
Celesc PN Class B Ord. (a)  5,371,000  5,723,928  15199E22
CESP (Cia Energetica de Sao Paulo) PN  480,000  794,015  20440P92
Companhia Paran de Energetica-Copel  75,341,200  747,385  20441B92
Compania Siderurgica Nacional  545,390,000  25,057,587  24499523
Compania Energertica Minas Gerais  35,874,400  3,653,449  15199992
Compania Paulista de Forca Luz Ord.   66,873,597  5,939,044  20499922
Compania Vale do Rao Doce PN Ord.  76,855,500  16,654,300  20499792
Copene Petroquimica do Nordeste SA  2,070,000  1,936,402  21799722
Coteminas PN   22,725,310  9,687,345  22199692
Duratex Corp. PN   19,017,000  1,396,228  26699493
Electrobras PN Class B  38,294,010  14,646,316  69699993
Electrobras ON  2,700,000  1,073,736  69699998
Fertilizantes Fosfatados PN  73,365,200  477,607  65599N22
Iochpe Maxion PN Ord.   3,075,311  2,130,329  46199F22
Itaubanco PN (Pfd. Reg.)  10,602,500  3,402,342  46599A92
Klabin Industriade Papel e Celulose PN  2,260,932  3,962,329  45599A22
Light Servicos de Electricidade SA Ord.   27,989,900  10,871,277  53299892
Lojas Americanas  24,000,000  738,960  54199A93
Marco Polo PN Ord. Class B  4,052,000  1,007,611  56699692
Moinho Santista-Industrias
 Gerais SA Ord. (a)  610,700  2,386,396  60899F22
Papel Simao, Industries De SA PN  24,340,000  1,224,926  69899792
Petrobras PN (Pfd. Reg.)  105,664,500  16,265,984  71699794
 
 SHARES VALUE (NOTE 1)
Sadia Concordia PN (Pfd. Reg.)   230,000 $ 349,970  78699B93
Souza Cruz Industria Comerico   28,000  265,246  84599D92
Telebras 
 ON  250,462,800  10,173,771  95499795
 PN (Pfd. Reg.)  649,874,297  31,317,442  95499792
Telepar PN  7,029,944  2,580,552  87999F22
Telecomunicacoes do
 Rio Janeiro PN (rights) (a)  117,541  1  87999N24
Telerj SA PN  1,747,000  114,184  87999N22
Telesp PN (Pfd. Reg.)  37,741,300  19,217,115  87999B93
Telesp ON  290,000  144,229  87999B98
Telesp PN (rights) (a)  562,419  6,187  90999C24
Unibanco PN  59,279,808  1,874,428  90599A94
Usinimas PN ADS (a)(c)  66,600  1,115,550  91730210
Usiminas PN (Pfd. Reg.)  5,691,711,900  9,368,241  97199693
Vidraria Santa Marina Cia  179,600  1,010,184  92699992
 248,166,692
CANADA - 0.0%
Bolivar Goldfields Ltd. (a)  51,750  82,213  09760Q10
CHILE - 4.6%
Chilgener SA sponsored ADR  42,000  1,186,500  16889410
Compania Cervecerias Unidas SA ADR  504,600  13,434,975  20442910
Compania de Telefonos de Chile SA 
 sponsored ADR (a)  100  9,413  20444920
Cristalerias de Chile SA sponsored ADR  124,700  2,681,050  22671410
Embotelladora Andina SA sponsored 
 ADR  33,200  917,150  29081P10
Empresa Nacional de Electricidad SA  93,000  2,615,625  29244T10
Empresas Telex Chile SA 
 sponsored ADR (a)  75,400  1,385,475  29245D10
Enersis SA sponsored ADR  273,300  8,028,188  29274F10
Madeco SA ADR   123,000  3,843,750  55630410
Maderas Y Sinteticos SA sponsored ADR  111,400  3,119,200  55646510
Soc. Quimica y Minera de Chile ADR  103,300  3,499,288  83363510
Vina Concha y Toro SA sponsored 
 ADR (a)  24,100  430,788  92719110
  41,151,402
COLOMBIA - 1.1%
Banco Ganadero SA ADR (a) (c)  81,800  2,392,650  05959410
Carulla & CIA SA Class B sponsored 
 ADR (a) (c)  88,200  1,323,000  14679410
Cementos Diamante SA Class B 
 ADR (a) (c)  25,000  575,000  15126110
Cementos Paz del Rio sponsored 
 ADR (a) (c)  122,000  2,989,000  15126410
Compania Nacional de Chocolates  96,000  1,031,642  20499E22
Suramericana de Seguros SA  63,250  1,427,374  91499J22
  9,738,666
LUXEMBOURG - 0.5%
Quilmes Industries SA  155,550  4,083,188  74899692
MEXICO - 39.5%
Altos Hornos de Mexico SA
 (AHAMSA) (a)  90,000  458,115  02206992
BANACCI SA de CV:
 Class C  2,625,100  18,019,894  06399893
 Class B  404,100  2,468,324  06399896
Bufete Industrial SA de CV sponsored 
 ADR representing 3 ordinary 
 certificates Banco  90,200  3,653,100  11942H10
Cementos Apasco SA de CV Class A  1,040,300  9,682,842  15299392
Cemex SA, Series B  3,585,113  33,056,463  15299293
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
MEXICO - CONTINUED
Cifra SA Class C  5,516,700 $ 14,858,845  17178594
Consorcio G Grupo Dina SA ADR   120,200  1,547,575  21030610
Corporacion Geo SA de CV Class B 
 sponsored ADR (a) (c)  25,000  675,000  21986V10
Corporaction Geo SA de CV (a)  286,640  1,959,290  21986V92
DESC (Soc. de Fomento Industrial SA) 
 Class B  1,508,700  11,146,306  25299692
 Class C  554,648  3,839,623  25299693
Empaques Ponderosa SA Class B Ord.   190,600  767,279  29157892
Empresas Ica Sociedad Controladora SA 
 de CV sponsored ADR representing 
 Ord. (Part. Cert).  406,600  12,045,525  29244810
Emvasa del Valle de Enah Ord. (a)  2,243,600  10,702,466  29299E22
Farmacia Benevides SA de CV Ord.   1,698,700  6,324,413  31299422
Fomento Economico Mexicano SA 
 (FEMSA) Class B  1,343,000  5,898,577  34441892
Fondo Opcion SA de CV Class 2, 
 Series B (a)  142,000  358,510  34499892
Gruma SA Class B (a)  461,800  3,102,843  40013192
Grupo Casa Autrey SA sponsored ADR  60,000  1,830,000  40048P10
Grupo Carso SA de CV Class A-1 (a)  3,360,100  35,721,828  40099594
Grupo Dina Sponsored ADR, Series L (a)  43,326  438,676  21030620
Grupo Elektra  SA  272,500  3,055,518  62799425
Grupo Embotellador de Mexico SA GDR  363,500  9,223,813  40048J30
Grupo Financiero Bancomer SA 
 de CV sponsored ADR, Series C (c)  360,300  8,286,900  40048610
Grupo Financiero Banorte SA 
 Class C Ord.   1,190,000  5,808,081  40099H22
Grupo Financiero GBM Atantico SA 
 de CV sponsored ADR (c)  139,000  2,675,750  40048F10
Grupo Financiero Inbursa SA:
 Class B (a)  318,200  1,260,584  44499923
 Class C (a)  1,018,800  4,385,761  44499922
Groupo Financiero Serfin SA 
 sponsored ADR   226,100  4,013,275  40049A10
Grupo Industrial Alfa SA Class A  240,000  3,280,978  44499692
Grupo Industrial Bimbo SA de CV 
 Ord., Series A   311,765  2,530,029  60899995
Grupo Industrial Maseca SA de CV
 Class B  909,500  1,481,439  57899894
Grupo Iusacell SA:
 Class D ADR (a)  9,200  257,600  40049W20
 Class L ADR (a)  21,400  658,050  40049W30
Grupo Mexicano de Desarrollo SA
 Class L ADR (a)  195,769  3,964,322  40048G20
Grupo Posadas SA de CV Ord. (a)  1,520,000  1,494,358  40048993
Grupo Radio Centro SA de CV 
 sponsored ADR  118,700  2,003,063  40049C10
Grupo Sidek SA de CV:
 Class B Ord.   4,337,700  18,546,877  40099F22
 Class L  102,772  442,416  40099F25
Grupo Simec SA de CV ADR (a)  146,400  3,623,400  40049110
Grupo Situr SA de CV Class B  (a)  3,841,545  11,620,712  40049292
Grupo Televisa SA de CV  58,500  1,293,194  40049J97
Grupo Televisa SA de CV GDS (c)  110,100  4,885,688  40049J20
Grupo Tribasa SA de CV 
 sponsored ADR (a)  19,472  610,934  40049F10
Herdez SA de CV Class A  1,567,900  1,368,150  42799F22
Hylsamex SA sponsored ADR (c)  80,325  1,726,988  44891910
Kimberly Clark de Mexico SA Class A  385,800  7,653,157  49499392
 
 SHARES VALUE (NOTE 1)
 
Sanluis Corp. Ord., Series A-2  488,200 $ 5,353,445  21987020
Sears Roebuck de Mexico SA de CV (a)  638,900  7,489,141  81240K92
Servicios Financieros Quadrum SA 
 sponsored ADR (a)  21,700  314,650  81763810
Sigma Alimentos Class B (a) (c)  28,400  487,376  80599G23
Telefonos de Mexico SA sponsored ADR 
 representing shares Ord. Class L  544,500  30,015,563  87940378
Tolmex SA Class B2  1,400,900  20,373,765  94399492
Transportacion Maritima Mexicana 
 SA de CV:
   Class A  104,500  735,573  94899592
   Class L  36,000  294,241  94899593
   ADR representing L share   87,100  696,800  89386820
Vitro SA sponsored ADR  78,900  1,627,313  92850230
Vitro SA  221,200  1,547,372  92850292
  353,641,770
PANAMA - 1.9%
Banco Latino Americano de Exportaciones
 SA Class E  159,900  5,936,288  06199A92
Panamerican Beverages, Inc. CLass A  332,600  11,474,700  69829W10
  17,410,988
PERU - 2.0%
Banco Wiese Ltd.   147,810  777,423  05999T22
Banco Wiese sponsored ADR  48,000  1,020,000  05965110
Banco de Credito del Peru Class T  1,797,908  4,267,460  06899B22
Cementos Lima SA Class C (c)  1,100  448,748  15199M22
Cementos No Pacasmayo Class T  8,400  31,466  15199N22
Compania Peruana Telefonos Class T  2,663,732  3,700,137  24499622
La Fabril SA Class T  759,903  1,451,825  50399B23
Minsur SA Class T (a)  123,893  1,461,987  60499F22
Southern Peru Copper Corp. Class T (a)  621,134  3,825,372  84399F22
Tele 2000 SA (a)  221,102  611,274  87999M22
  17,595,692
UNITED STATES OF AMERICA - 0.6%
Capaco Automotive Products Corp. (a)  265,700  3,288,038  13916810
Duty Free International, Inc.   130,800  1,749,450  26708410
  5,037,488
VENEZUELA - 0.4%
Electricidad de Caracas   717,109  1,401,547  42799922
Mavesa SA sponsored ADR (c)  334,266  1,838,463  57771720
  3,240,010
TOTAL COMMON STOCKS   
 (Cost $716,728,135)   808,718,328
NONCONVERTIBLE PREFERRED STOCKS - 0.1%
BRAZIL - 0.1%
COSIPA (Cia Siderurgica Paulista) Class B (a)
 (Cost $305,958)   194,000  590,385  13299622
CLOSED-END INVESTMENT COMPANIES - 0.3%
CHILE - 0.3%
Chile Fund, Inc.
 (Cost $2,519,133)   52,456  2,609,686  16883410
CORPORATE BONDS - 0.2%
 MOODY'S RATINGS PRINCIPAL 
 (UNAUDITED) AMOUNT (B) 
CONVERTIBLE BONDS - 0.1%
MEXICO - 0.1%
Grupo Financiero Invermexico 
 7 1/2%, 6/16/01 (c) -- $ 1,000,000 $ 860,000  40048LAA
NONCONVERTIBLE BONDS - 0.1%
MEXICO - 0.1%
Bancomer SA 9% 
 6/1/00 (c) Ba2  500,000  475,000  059682AA
First Mexican Acceptance Corp. 
 euro 10 3/4%, 9/15/96 -  500,000  495,780  321998AA
  970,780
TOTAL CORPORATE BONDS
 (Cost $1,984,625)   1,830,780
GOVERNMENT OBLIGATIONS (G) - 2.0%
ARGENTINA - 0.4%
Province of Cordoba 
 10%, 1/28/95 (f) -  775,002  761,439  74399HAC
Province of Chaco 
 11 7/8%, 9/10/97 (f) -  2,600,000  2,626,000  74399JAA
  3,387,439
BRAZIL - 1.2%
Brazil Federative Republic
 euro 6.0625%, 1/1/01 (d) B2  735,000  599,944  1057569E
Brazil Federative Republic euro 
 6 3/4%, 4/15/12 (d) -  5,000,000  3,100,000  1057569J
Minas Gerais State 
 (warrants) (a) (c) -  2,000  160,000  60251711
Siderurgica Brasileiras Inflation 
 Indexed 6%, 8/15/99 (e) - BRR 43,398,700  7,148,530  82599PAB
  11,008,474
ECUADOR - 0.2%
Republic of Ecuador New Money
 Bonds (Final) -  4,000,000  1,860,000  88399HAK
PANAMA - 0.2%
Republic of Panama (Final) -  2,500,000  1,412,500  6982999D
Republic of Panama  0%, 
 10/31/05 -  1,250,000  709,375  6982999C
  2,121,875
TOTAL GOVERNMENT OBLIGATIONS
 (Cost $17,508,757)    18,377,788 
PURCHASED BANK DEBT - 0.8%
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) AMOUNT (B) (NOTE 1)
ECUADOR - 0.5%
Republic of Equador:
 loan participation under 1983
 and 1984 extension and 
 refinancing agreements (a) $ 500,000 $ 264,500  88399HAH
 loan participation (a)  3,500,000  2,118,550  88399HAA
 loan participation (a)  2,500,000  1,453,250  88399HAB
 consilidated (Final) (d)  1,000,000  605,300  88399HAG
  4,441,600
 
 MOODY'S  RATINGS PRINCIPAL VALUE
 (UNAUDITED) AMOUNT (B) (NOTE 1)
PERU - 0.3%
Empressa de Electricidad 
 del Peru SA loan 
 participation 0% (a) $ 5,250,000 $ 2,926,875  28599BAA
TOTAL PURCHASED BANK DEBT
 (Cost $7,799,914)   7,368,475
CERTIFICATES OF DEPOSIT - 0.1%
MEXICO - 0.1%
Ridgefield Investments Ltd. sub. 
 participating notes 0%, 2/2/95 
 (collateralized by Mexican 
 gov't securities) (c)(Cost $2,530,000)   3,660,000  690,276  76599AAB
REPURCHASE AGREEMENTS - 6.1%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
 (U.S. Treasury obligations), 
 in a joint trading account 
 at 4.78% dated 10/31/94 
 due 11/1/94  $ 54,808,276  54,801,000  99799N9L
TOTAL INVESTMENTS IN SECURITIES - 100%
 (Cost $804,177,522)  $ 894,986,718
CURRENCY ABBREVIATIONS
BRR - Brazilian real
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(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 $40,595,732 or 4.6% of net
assets.
(d) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(e) Principal amount shown is original face amount and does not reflect the
inflation adjustments.
(f) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
  ACQUISITION ACQUISITION
 SECURITY DATE COST
Province of Cordoba
 10%, 1/28/95  1/27/94 $ 775,002
Province of Chaco
 11 7/8%, 9/10/97  3/9/94 $ 2,717,987
(g) Most foreign government obligations have not been individually rated by
S&P or Moody's.  The ratings listed are assigned to securities by FMR, the
fund's investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.
OTHER INFORMATION
At the end of the period, restricted securities (excluding 144A issues)
amounted to $3,387,439 or 0.4% of net assets (see Note 2 of Notes to
Financial Statements).
Purchases and sales of securities, other than short-term securities,
aggregated $985,500,129 and $538,575,368, respectively.
The following is a summary of the fund's written options activity:
   AGGREGATE     NUMBER OF FACE VALUE
  CONTRACTS OF CONTRACTS
Call Options on Republic of Venezuela
Debt Conversion Bonds:
 Outstanding at November 1,  1993 - $ -
 Contracts opened 1  1,000,000
 Contracts closed (1)  (1,000,000
 Outstanding at October 31, 1994 -  -
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 $57,533 for the period (see Note 5 of Notes to Financial
Statements).
The fund participated in the interfund lending program as a lender. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $17,304,000 and $13,788,143,
respectively. The weighted average interest rate was 3.66%. Interest earned
from the interfund lending program amounted to $ 9,814 and is included in
interest income on the Statement of Operations (see Note 2 of Notes to
Financial Statements).
The fund participated in the bank borrowing program.  The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $6,884,000. The weighted average interest rate was
4.0% (see Note 7 of Notes to Financial Statements).
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $808,958,895. Net unrealized appreciation aggregated
$86,027,823, of which $133,857,244 related to appreciated investment
securities and $47,829,421 related to depreciated investment securities. 
The fund hereby designates $333,391 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$12,598,034 or $0.23 per share.  Taxes paid to foreign countries were
$306,026 or $0.01 per share.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments (Unaudited)
Basic Industries   15.5%
Construction & Real Estate   10.1
Durables    4.7
Energy    4.5
Finance   10.5
Holding  Companies   7.1
Government Obligations    2.6
Media & Leisure   2.5
Nondurables   10.7
Retail & Wholesale   4.5
Repurchase Agreements   6.1
Transportation   0.2
Utilities   21.0
    100.0%
LATIN AMERICA
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                 <C>            <C>             
 OCTOBER 31, 1994                                                                                   
 
ASSETS                                                                                              
 
Investment in securities, at value (including repurchase agreements of $54,801,000) (cost $804,177,522) -          $ 894,986,718   
See accompanying schedule                                                                                          
 
Cash                                                                                                               826            
 
Receivable for investments sold                                                                                    7,432,481      
Regular delivery                                                                                                   
 
 Delayed delivery                                                                                                  2,536,875      
 
Receivable for fund shares sold                                                                                    3,214,375      
 
Dividends receivable                                                                                               119,631        
 
Interest receivable                                                                                                265,757        
 
Redemption fees receivable                                                                                         8,788          
 
Other receivables                                                                                                  2,971          
 
 TOTAL ASSETS                                                                                                      908,568,422    
 
LIABILITIES                                                                                                        
 
Payable for investments purchased                                                                    $ 10,484,124                   
 
Payable for fund shares redeemed                                                                     7,798,291                     
 
Accrued management fee                                                                               597,105                       
 
Other payables and accrued expenses                                                                  1,158,921                     
 
 TOTAL LIABILITIES                                                                                                 20,038,441     
 
NET ASSETS                                                                                                         $ 888,529,981   
 
Net Assets consist of:                                                                                             
 
Paid in capital                                                                                                    $ 793,347,450   
 
Undistributed net investment income                                                                                2,630,483      
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions                1,799,868      
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies         90,752,180     
 
NET ASSETS, for 54,817,130 shares outstanding                                                                      $ 888,529,981   
 
NET ASSET VALUE and redemption price per share ($888,529,981 (divided by) 54,817,130 shares)                       $16.21         
 
Maximum offering price per share (100/97.00 of $16.21)                                                             $16.71         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>           <C>            
 YEAR ENDED OCTOBER 31, 1994                                                                    
 
INVESTMENT INCOME                                                                $ 8,138,918    
Dividends                                                                                       
 
Interest                                                                          7,382,789     
 
                                                                                  15,521,707    
 
Less foreign taxes withheld                                                       (306,026      
                                                                                 )              
 
 TOTAL INCOME                                                                     15,215,681    
 
EXPENSES                                                                                        
 
Management fee                                                     $ 6,050,004                  
 
Transfer agent                                                      3,235,475                   
Fees                                                                                            
 
 Redemption fees                                                    (223,359                    
                                                                   )                            
 
Accounting fees and expenses                                        384,868                     
 
Non-interested trustees' compensation                               4,691                       
 
Custodian fees and expenses                                         1,704,617                   
 
Registration fees                                                   320,092                     
 
Audit                                                               57,661                      
 
Legal                                                               12,856                      
 
Interest                                                            765                         
 
Miscellaneous                                                       5,812                       
 
 Total expenses before reductions                                   11,553,482                  
 
 Expense reductions                                                 (7,604        11,545,878    
                                                                   )                            
 
NET INVESTMENT INCOME                                                             3,669,803     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                             
Net realized gain (loss) on:                                                                    
 
 Investment securities (net of Brazilian IPMF tax of $663,125)      3,109,836                   
 
 Foreign currency transactions                                      (818,697                    
                                                                   )                            
 
 Written options                                                    21,000        2,312,139     
 
Change in net unrealized appreciation (depreciation) on:                                        
 
 Investment securities                                              58,437,238                  
 
 Assets and liabilities in foreign currencies                       (57,016       58,380,222    
                                                                   )                            
 
NET GAIN (LOSS)                                                                   60,692,361    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                  $ 64,362,164   
 
OTHER INFORMATION                                                                 $1,245,387    
Sales charges paid to FDC                                                                       
 
 Accounting fees paid to FSC                                                      $382,374      
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS   YEAR ENDED    APRIL 19, 1993      
                                    OCTOBER 31,   (COMMENCEMENT       
                                    1994          OF OPERATIONS) TO   
                                                  OCTOBER 31, 1993    
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                             <C>                <C>             
Operations                                                                                      $ 3,669,803        $ 750,722       
Net investment income                                                                           
 
 Net realized gain (loss)                                                                       2,312,139          1,877,469      
 
 Change in net unrealized appreciation (depreciation)                                           58,380,222         32,371,958     
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                64,362,164         35,000,149     
 
Distributions to shareholders:                                                                  (1,988,207)        -              
From net investment income                                                                      
 
 From net realized gain                                                                         (1,988,193)        -              
 
 TOTAL  DISTRIBUTIONS                                                                           (3,976,400)        -              
 
Share transactions                                                                              1,515,609,862      360,615,904    
Net proceeds from sales of shares                                                               
 
 Reinvestment of distributions                                                                  3,877,609          -              
 
 Cost of shares redeemed                                                                        (1,041,351,744)    (53,208,347)   
 
 Redemption fees                                                                                7,074,858          525,926        
 
 Net increase (decrease) in net assets resulting from share transactions                        485,210,585        307,933,483    
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                       545,596,349        342,933,632    
 
NET ASSETS                                                                                      
 
 Beginning of period                                                                            342,933,632        -              
 
 End of period (including undistributed net investment income of $2,630,483 and $750,722, 
respectively)                                                                                  $ 888,529,981      $ 342,933,632   
 
OTHER INFORMATION                                                                             
Shares                                                                                        
 
 Sold                                                                                         95,990,469         30,145,557     
 
 Issued in reinvestment of distributions                                                      261,277            -              
 
 Redeemed                                                                                     (67,265,359)       (4,314,814)    
 
 Net increase (decrease)                                                                      28,986,387         25,830,743     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>   <C>   
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.               
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                               <C>           <C>                 
SELECTED PER-SHARE DATA                                                                          YEAR ENDED    APRIL 19, 1993      
                                                                                                 OCTOBER 31,   (COMMENCEMENT       
                                                                                                 1994          OF OPERATIONS) TO   
                                                                                                                OCTOBER 31, 1993    
 
Net asset value, beginning of period                                                             $ 13.28       $ 10.00             
 
Income from Investment Operations                                                                
 
 Net investment income                                                                           .07           .03                
 
 Net realized and unrealized gain (loss)                                                         2.82          3.23               
 
 Total from investment operations                                                                2.89          3.26               
 
Less Distributions                                                                               (.05)         -                  
From net investment income                                                                       
 
 From net realized gain                                                                          (.05)         -                  
 
 Total distributions                                                                             (.10)         -                  
 
Redemption fees added to paid in capital                                                         .14           .02                
 
Net asset value, end of period                                                                   $ 16.21       $ 13.28             
 
TOTAL RETURN A, C                                                                                22.89%        32.80%             
 
RATIOS AND SUPPLEMENTAL DATA                                                                     
 
Net assets, end of period (000 omitted)                                                          $ 888,530     $ 342,934           
 
Ratio of expenses to average net assets                                                          1.48%         1.94% B            
 
Ratio of net investment income to average net assets                                             .47%          1.21% B            
 
Portfolio turnover rate                                                                          77%           72% B              
 
A TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. 
B ANNUALIZED                                                                                                       
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.          
 
</TABLE>
 
SOUTHEAST ASIA
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (income) and capital gains (the profits the
fund earns when it sells stocks that have grown in value). Southeast Asia
Fund has a 3% sales charge, which had been waived since the fund's start on
April 19, 1993 through May 31, 1994.
CUMULATIVE TOTAL RETURNS
PERIOD ENDED                             PAST 1   LIFE OF   
OCTOBER 31, 1994                         YEAR     FUND      
 
SOUTHEAST ASIA                           10.87%   46.79%    
 
SOUTHEAST ASIA (INCL. 3% SALES CHARGE)   7.54%    42.39%    
 
Morgan Stanley Far East ex-Japan                            
 Free Index                              15.46%   64.41%    
 
Average Pacific Region Fund              9.41%    n/a       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
April 19, 1993. You can compare the fund's figures to the performance of
the Morgan Stanley Far East ex-Japan Free index, a broad measure of the
performance of stocks in the Far East region, excluding Japan. The index is
weighted by each country's market capitalization (or the total value of its
outstanding shares). You can also compare the fund's performance to the
average Pacific region fund which currently reflects the performance of 36
funds with similar objectives tracked by Lipper Analytical Services. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIOD ENDED                             PAST 1   LIFE OF   
OCTOBER 31, 1994                         YEAR     FUND      
 
SOUTHEAST ASIA                           10.87%   28.37%    
 
SOUTHEAST ASIA (INCL. 3% SALES CHARGE)   7.54%    25.85%    
 
Morgan Stanley Far East ex-Japan                            
 Free Index                              15.46%   36.74%    
 
Average Pacific Region Fund              9.41%    n/a       
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
                 Fidelity Southeast Asia Fund (351Morgan Stanley EMF C
        04/19/93                          9700.00            10000.00
        04/30/93                          9651.50            10378.31
        05/31/93                         10078.30            10975.91
        06/30/93                          9835.80            10687.54
        07/31/93                          9826.10            10760.98
        08/31/93                         10543.90            11661.43
        09/30/93                         10873.70            12024.42
        10/31/93                         12842.80            14239.20
        11/30/93                         13240.50            14143.38
        12/31/93                         15992.99            17581.63
        01/31/94                         14696.79            16380.67
        02/28/94                         14004.83            15439.89
        03/31/94                         12221.33            13760.40
        04/30/94                         12533.20            14408.66
        05/31/94                         13069.23            15023.00
        06/30/94                         12299.30            14355.17
        07/31/94                         12952.27            15156.89
        08/31/94                         14141.27            16391.33
        09/30/94                         14131.53            16127.43
        10/31/94                         14238.73            16440.91
 
Let's say you invested $10,000 in Fidelity Southeast Asia Fund on its start
date. By October 31, 1994, it would have grown to $14,239 - a 42.39%
increase on your initial investment. That compares to $10,000 invested in
the Morgan Stanley Far East ex-Japan Free index, which would have grown to
$16,441 over the same period - a 64.41% increase.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the 
potential for significant growth over time; 
however, investing in foreign markets means 
assuming greater risks than investing in the 
United States. Factors like changes in a 
country's financial markets, its local political 
and economic climate, and the fluctuating 
value of its currency create these risks. For 
these reasons an international fund's 
performance may be more volatile than a fund 
that invests exclusively in the United States.
(checkmark)
SOUTHEAST ASIA
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with Allan Liu, 
Portfolio Manager of Fidelity Southeast Asia Fund
Q. HOW DID THE FUND PERFORM, ALLAN?
A. It turned in mixed results. For the year ended October 31, 1994, the
fund had a total return of 10.87%. It underperformed the Morgan Stanley Far
East ex-Japan Free index, which returned 15.46%, but outperformed the
average Pacific region fund, which returned 9.41%, according to Lipper
Analytical Services.
Q. WHY DID THE INDEX PERFORM BETTER THAN THE FUND?
A.  There were three main reasons. The biggest reason is that the fund
experienced dramatic capital inflows and outflows over the period. During
the fourth quarter of 1993 - when the Southeast Asian markets were some of
the best performing markets in the world - investors poured a massive
amount of money into the fund. I had a very short amount of time to invest
this money. As a result, the fund was not fully invested during this period
and couldn't take full advantage of the strong markets. Conversely, heavy
investor redemptions during the first quarter of 1994 - when the Southeast
Asian markets plummeted - forced me to sell the fund's investments in a
falling market. To give you an idea of the scope of the problem, the fund's
total net assets increased over 11 times in the second half of 1993 and
dropped 42% in the first six months of 1994.
Q. WHAT WERE THE OTHER TWO REASONS?
A. The second reason is that the fund is constrained by legal requirements
that limit it to investing no more than 15% in illiquid markets, or markets
where it is extremely difficult to trade securities. This meant that when
the fund size increased sharply late in 1993, it couldn't even build a
neutral weighting in Malaysia - where the index had over a 20% weighting -
which was one of the region's best performers in 1993. That's because
Malaysian shares are classified as illiquid initially, since, in most
cases, it takes six to eight weeks after the stocks are purchased for them
to be able to be traded. The third reason for the fund's relative
underperformance was that it held many growth stocks. Stocks of these
companies outperformed market averages in 1993. However, in early 1994,
when the markets retreated, their prices fell faster than market averages.
Q. IN LIGHT OF THIS ENVIRONMENT, HAVE YOU CHANGED THE 
FUND'S STRATEGY?
A. Yes. I've replaced a number of my growth stocks with more defensive, big
capitalization stocks. This way, if there's another drain of cash out of
the fund, fund performance won't be affected as badly as it was at the
beginning of the year. That's because these stocks are liquid - meaning
they are easy to sell - and their selling prices often fluctuate less than
those of smaller capitalization stocks. I should also note that I reduced
the fund's cash during the summer of 1994, when some Southeast Asian
markets saw an upturn. At that time, I could buy stocks at more reasonable
prices and the fund's inflows and outflows appeared to have stabilized.
Q. CLEARLY, SOUTHEAST ASIA EXPERIENCED SOME DRAMATIC UPS AND DOWNS OVER THE
PERIOD. HOW DID ITS OVERALL ECONOMIC PICTURE LOOK?
A. Despite the correction at the beginning of 1994, economic growth in the
region continued to be buoyant throughout the year. And, as I just
mentioned, prices of stocks came down to more reasonable levels as a result
of the correction. In addition, we saw stock markets in some Southeast
Asian countries - such as Korea and Thailand - pick up in the third quarter
of 1994. The only country that I believe is in pretty rough shape is China,
which has been plagued by inflation. I should note that China's overheated
economy has also affected Hong Kong, which is closely connected to the
Chinese economy. Throughout this period, the fund continued to focus on
infrastructure plays, banks and economically sensitive companies.
Q. IF, AS YOU JUST MENTIONED, HONG KONG FELT THE EFFECTS OF 
CHINA'S INFLATIONARY ECONOMY, WHY IS IT STILL YOUR TOP COUNTRY?
A. Actually, the fund's investments in Hong Kong dropped from 33.1% of the
fund six months ago to 27.4% at the end of the period. Currently, the fund
is underweighted in Hong Kong compared to the index. There are two reasons
for this. First, as I mentioned, Hong Kong didn't look as attractive
because of its connection to China. Secondly, Hong Kong's property market
was problematic, dropping throughout 1994. However, at the end of the
period, it looked like the price of residential property - not office space
- - had probably bottomed out. That meant that some property company stocks
were inexpensive and had the potential to do well going forward. I thought
Sun Hung Kai Properties looked attractive. I was also bullish on Hong
Kong-based conglomerate Hutchison Whampoa, which owns property companies as
well as a number of other successful ventures. Stepping back to the issue
of China, I should point out that if China can slow down and control
inflation, it could still be a very good potential market for many
Southeast Asian countries. One of the fund's top investments in Hong Kong
that already has its foot in the door in China is Hong Kong
Telecommunications. China desperately needs a better telephone system, and
this company is trying to negotiate a role in that massive communications
project. 
Q. WHAT ABOUT YOUR SECOND LARGEST COUNTRY - THAILAND?
A. A couple of different sectors were attractive in Thailand. The banking
and financial sectors reported excellent earnings growth due to the
country's still buoyant economy. In addition, the recovery of construction
material companies, especially cement companies, was better than expected.
My top Thai holding, Siam Cement, was attractive because it was well
positioned to take advantage of a pickup in building projects in the
country. At the end of the period, most Southeast Asian countries were
experiencing a shortage of cement - a major building material in the region
- - because of continuing economic growth. Cement is used to build homes,
roads, seaports and other building projects to support Southeast Asia's
growing infrastructure.
Q. THERE CLEARLY WERE FACTORS AFFECTING THE FUND THAT YOU COULDN'T CONTROL
- - SUCH AS THE FLOW OF ASSETS IN AND OUT OF THE FUND - BUT WERE THERE
INVESTMENT DECISIONS YOU MADE THAT YOU REGRET?
A. Yes, I wish the fund had not been so heavily invested in growth stocks,
such as Berjaya Singer, a Malaysian consumer electronics distributor, when
the market corrected in 1994. These stocks fell much harder than other
Southeast Asian stocks during this period.
Q. HOW DO YOU THINK THE FUND LOOKS GOING FORWARD?
A. I'm still cautiously optimistic. As I noted earlier, the drop in the
stock market has not really done much damage to the real economies, and
some Southeast Asian countries picked up significantly in the second half
of 1994. However, I still think it's wise for investors to take a
long-term, not a short-term, approach to these markets. Keep in mind, that
these and other foreign markets tend to be more volatile than the U.S.
market.
 
FUND FACTS
GOAL: to increase the value of the fund's 
shares by investing mainly in Southeast Asian 
stocks, including those from Thailand, Hong 
Kong, South Korea, Malaysia, Indonesia, 
Singapore, the Philippines, China and Taiwan
START DATE: April 19, 1993
SIZE: as of October 31, 1994, more than 
$825 million
MANAGER: Allan Liu, since April 1993; manager, 
various funds for non-U.S. investors; analyst, 
Southeast Asian markets, 1987-1990; joined 
Fidelity in 1987
(checkmark)
ALLAN LIU ON INVESTING IN SINGAPORE:
"Since the beginning of 1994, Singapore has turned in 
decent performance compared to the rest of the 
region. Its economy was stronger over the period than 
most people expected it to be, which benefited a 
number of sectors, especially banks and property 
companies.
"Banks, such as United Overseas Bank, were some of 
the main beneficiaries of Singapore's improving 
economy. Banks like United were enjoying strong loan 
growth both in Singapore and throughout the region. 
They also saw substantial increases in non-interest 
income.
"One of the reasons that the office property market is 
picking up in Singapore is that some businesses are 
beginning to move their offices from Hong Kong to 
Singapore, where rents and the costs of doing 
business are much less expensive. This also means 
that the costs of maintaining an expatriate employee 
there are significantly lower. Also keep in mind that 
businesses have not forgotten that control of Hong 
Kong will fall into China's hands in 1997. As a result, 
some Hong Kong-based companies are considering 
opening a second office elsewhere in Asia."
(solid bullet)  Malaysian casino operators were still doing well at 
the end 
of the period, but company stocks were no longer 
cheap. The other gaming companies, which focus on 
lottery operation, have been negatively affected by 
new government regulations, such as a gaming tax.
(solid bullet)  As of October 31, 1994, the fund's top five countries 
were Hong Kong (27.4%), Thailand (18.4%), Malaysia 
(14.6%), Korea (13.8%), and Singapore (13.3%).
SOUTHEAST ASIA
INVESTMENT CHANGES
 
 
GEOGRAPHIC DIVERSIFICATION 
AS OF OCTOBER 31, 1994
 
United States 2.3%
Row: 1, Col: 1, Value: 2.7
Row: 1, Col: 2, Value: 18.4
Row: 1, Col: 3, Value: 13.4
Row: 1, Col: 4, Value: 3.0
Row: 1, Col: 5, Value: 1.75
Row: 1, Col: 6, Value: 14.6
Row: 1, Col: 7, Value: 13.8
Row: 1, Col: 8, Value: 6.3
Row: 1, Col: 9, Value: 27.4
Row: 1, Col: 10, Value: 0.0
Thailand 18.4%
Hong Kong 27.4%
Singapore 13.3%
Indonesia 6.3%
Philippines 3.0%
Other 0.9%
Korea (South) 13.8%
Malaysia 14.6%
AS OF APRIL 30, 1994 
United States 7.4%
Row: 1, Col: 1, Value: 7.4
Row: 1, Col: 2, Value: 12.7
Row: 1, Col: 3, Value: 5.0
Row: 1, Col: 4, Value: 4.5
Row: 1, Col: 5, Value: 1.75
Row: 1, Col: 6, Value: 18.9
Row: 1, Col: 7, Value: 15.2
Row: 1, Col: 8, Value: 2.6
Row: 1, Col: 9, Value: 33.1
Row: 1, Col: 10, Value: nil
Thailand 12.7%
Hong Kong 33.1%
Singapore 5.0%
Philippines 4.5%
Other 0.6%
Indonesia 2.6%
Malaysia 18.9%
Korea (South) 15.2%
ASSET ALLOCATION
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Stocks and closed-end                                  
investment companies     96.6           88.7           
 
Bonds                    1.1            3.9            
 
Short-term investments   2.3            7.4            
 
TOP TEN STOCKS 
                                       % OF FUND'S    % OF FUND'S    
                                       INVESTMENTS    INVESTMENTS    
                                                      6 MONTHS AGO   
 
Sun Hung Kai Properties Ltd.                                         
(Hong Kong, Real Estate)               3.5            2.9            
 
Hutchison Whampoa Ltd. Ord.                                          
(Hong Kong, Electrical Equipment)      3.2            3.7            
 
Hong Kong Telecommunications Ltd.                                    
(Hong Kong, Telephone Services)        2.7            1.0            
 
United Overseas Bank (For. Reg.)                                     
(Singapore, Banks)                     2.5            -              
 
Overseas Union Bank Ltd. (For. Reg.)                                 
(Singapore, Banks)                     2.5            0.3            
 
Swire Pacific Ltd. Class A                                           
(Hong Kong, Air Transportation)        2.5            2.6            
 
Jardine Matheson Holdings Ltd. Ord.                                  
(Hong Kong, Holding Companies)         2.5            0.6            
 
Samsung Electronics Co. Ltd. GDS                                     
(Korea (South), Electronics)           2.1            0.4            
 
Keppel Corp. Ltd.                                                    
(Singapore, Ship Building & Repair)    2.1            -              
 
HSBC Holdings PLC Corp.                                              
(Hong Kong, Banks)                     1.9            1.6            
 
TOP TEN INDUSTRIES 
                                   % OF FUND'S    % OF FUND'S    
                                   INVESTMENTS    INVESTMENTS    
                                                  6 MONTHS AGO   
 
Finance                            21.5           22.7           
 
Construction & Real Estate         20.5           24.5           
 
Utilities                          10.8           7.0            
 
Basic Industries                   7.5            8.1            
 
Media & Leisure                    6.3            8.3            
 
Transportation                     6.1            4.3            
 
Industrial Machinery & Equipment   5.9            6.6            
 
Holding Companies                  4.8            -              
 
Technology                         4.6            2.2            
 
Nondurables                        4.1            2.3            
 
SOUTHEAST ASIA
INVESTMENTS OCTOBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 96.3%
 SHARES VALUE (NOTE 1)
CHINA (PEOPLES REP.) - 0.6%
Huaneng Power International, Inc. 
 Class N sponsored ADR (a)  223,250 $ 4,130,159  44330410
Shandong Huaneng Power Development 
 Ltd. Class N sponsored ADR  63,500  682,625  81941910
   4,812,784
GRAND CAYMAN - 0.0%
Four Seas Mercantile Holdings Ltd.   600,000  194,124  35099622
HONG KONG - 27.4%
Associates International Hotels Ltd.  1,840,000  1,321,598  04599492
Cheung Kong Holdings Ltd.   2,840,000  13,672,584  16674410
China Light & Power Co. Ltd.   1,070,000  5,566,718  16940010
Citic Pacific Ltd. Ord.   1,800,000  5,416,074  45299792
Consolidated Electric Power Asia Ltd.   1,300,000  3,036,748  20855292
Dah Sing Financial Holdings Ltd.  680,000  1,733,660  23899892
Dao Heng Bank Group Ltd.   162,550  539,590  23799F22
First Pacific Co. Ltd.   1,788,255  1,261,292  33699192
Furama Hotel Enterprises Ltd.   245,000  380,485  36199E22
Grand Hotel Holdings Ltd. Class A  4,460,000  1,847,020  38599292
HSBC Holdings PLC  1,347,844  15,960,616  42199192
Hang Seng Bank  400,000  2,898,924  40987820
Hanny Magnetics Holding Ltd.   500,000  68,590  41099592
Harbour Ring International Holdings Ltd. 
 (warrants) (a)  333  6  41199B93
Henderson Investment Ltd.   1,640,000  1,506,930  42599422
Henderson Land Development Co. Ltd.  1,324,000  8,653,028  42599010
Hong Kong & Shanghai Hotels Ltd.  1,000,000  1,410,640  71899292
Hong Kong Electric Holdings Ltd. Ord.   2,700,000  8,491,014  43858010
Hong Kong Land Holdings Ltd.   1,918,485  4,916,003  43858292
Hong Kong Telecommunications Ltd.   10,550,000  22,596,412  43857991
Hopewell Holdings Ltd.   4,300,000  4,424,098  44099999
Hutchison Whampoa Ltd. Ord.   5,759,000  26,607,501  44841510
Hysan Development Co. Ltd.   1,180,000  3,145,856  44916510
Jardine Matheson Holdings Ltd. Ord.   2,445,366  20,333,218  47111510
Ka Wah Bank Ltd.   2,522,500  1,338,464  48999G22
Kong Wah Holdings Ltd.   3,000,000  399,900  50599B92
Mandarin Oriental International Ltd. Ord.   786,000  1,037,559  56259499
Manhattan Card Co. Ltd.  3,416,000  1,392,567  56299B22
Oriental Press Group Ltd.   2,000,000  1,235,920  68620099
Orient Telecom & Technology 
 Holdings Ltd. (a)  200,000  90,592  69599F22
Peregrine Investments Holdings Ltd.   1,100,000  1,921,832  71399492
Regal Hotels International Holdings Ltd.   8,500,000  2,068,050  75999110
Siu-Fung Ceramics Holdings Ltd.   5,000,000  1,158,300  82999G22
Sun Hung Kai Properties Ltd.   3,829,000  29,236,559  86676H10
Swire Pacific Ltd. Class A  2,670,000  20,386,945  87079410
Swire Pacific Ltd.   1,400,000  1,657,824  87079492
Television Broadcast Ltd Ord.   990,000  4,573,958  87953110
Wharf Holdings Ltd. (c)  1,100,000  4,341,920  96299110
   226,628,995
INDONESIA - 6.3%
Andayani Megah PT  200,000  414,532  03399722
Astra International PT (For. Reg.)  2,068,000  4,572,017  04699894
Bank Dagang Nas Indonesia PT (a)  600,000  1,160,688  06099Q22
Dharmala International Land PT  1,897,500  2,600,068  25399592
Duta Anggada Realty Ord.  1,166,666  1,182,183  26699192
Enseval Puttera Megatrading PT 
 (For. Reg.) (a)  100,000  391,502  29399D22
Indah Kiat Pulp & Paper (For. Reg.)  770,000  913,235  45499B23
Indocement Tungaal Prakarsa PT (For. Reg.)  1,253,000  5,194,086  68399093
Indofood Sukses Makmur (For. Reg.) (a)  1,400,000  6,190,338  71099122
Indosat (Indonesia Satellite) sponsored 
 ADR  24,200  949,850  71568010
 
 SHARES VALUE (NOTE 1)
 
Jakarta International Hotels &
 Development Ord.   580,000 $ 788,069  47399693
Kalbe Farma (For. Reg.)  260,000  1,149,634  48699994
Mayora Indah PT  644,000  3,559,446  83099A92
Multibreeder Adirama Indo PT (a)  55,000  92,464  62599A22
Sampoerna, Hanjaya Mandala (For. Reg.)  2,820,000  13,638,112  82299893
Semen Gresik (For. Reg.)  347,000  1,869,952  84399693
SUCACO PT  350,000  1,168,748  89399292
Tempo-Scan Pacific (For. Reg.)  110,000  582,648  87999P22
Tjiwa Kimia Pabrik Kertas PT (For. Reg.)  1,000,500  2,580,600  95499293
United Tractors PT (For Reg.)  1,195,000  3,082,275  91599594
   52,080,447
KOREA (SOUTH) - 13.0%
Anam Electronics Co. Ltd. (a)  30,000  703,757  03399492
Boram Bank (New)  24,457  297,601  09999325
Cheil Foods & Chemical Industries  82,660  6,103,453  16399C22
Cho Hung Bank Co. Ltd. (New) (a)  76,130  1,231,985  17099E25
Chosun Brewery Co. Ltd. (a)  6,380  219,296  22899822
Dae Chang Industrial Co.   872  19,034  23399M22
Daewoo Corp. (a)  22,507  458,554  23799B22
Daewoo Corp. (RFD)  1,011  18,390  23799B26
Daewoo Corp. (warrants) (a)  1,150  1,523,750  23799B25
Daewoo Electronics   3,462  54,721  23899C23
Daewoo Heavy Industries Ltd. (a)  450,162  8,244,830  23999492
Daewoo Heavy Industries Ltd. (RFD) (a)  6,326  114,275  23999497
Daewoo Metal Co. Ltd.   3,868  70,358  24999B22
Daewoo Securities Co. Ltd.   42,230  1,880,656  25999322
Daewoo Telecommunication Co. Ltd.  9,743  152,779  27999193
Daeyu Securities   19,620  444,505  23399G22
Daeyoung Electronics Industries (a)  611  27,900  30999122
Dong Ah Securities Co. (a)  20,160  338,887  25799X22
Dongbu Securities Co. Ltd.   400  6,473  25899A22
Dongkuk Steel Mill Co. Ltd.   21,000  1,034,213  25799S22
Dongsuh Securities Co. (a)   50,000  997,303  25799P22
Gold Star Co. Ltd.   56,050  2,894,786  38099392
Gold Star Co. Ltd. GDS (a)  57,070  970,190  38099394
Hanil Cement Manufacturing Co. Ltd. (a)  36,940  2,456,025  41099D22
Hanjin Engineering & Construction Co.
 Ltd. (a)  3,600  90,322  41099822
Hanshin Securities Co. Ltd.   500  17,297  41899722
Hyundai Engineering & 
 Construction Co. Ltd.   10,000  551,966  41599122
Hyundai Motor Service Co. Ltd. (a)  11,590  705,156  42199422
Il Shin Spinning Co. Ltd. (a)  3,159  356,658  45199F22
Inchon Iron & Steel Co. Ltd.  107,920  5,777,778  45399J22
Keang Nam Enterprises  471  11,758  48699D22
Korea Container Terminal Co.   3,290  222,869  50099L22
Korea Electric Power Corp.   394,510  14,995,487  50099B92
Korea First Securities Co. Ltd. (a)  898  16,222  50099K22
Korea First Securities Co. Ltd. (New) (a)  92  1,558  50099K24
Korea Mobile 
 Telecommunications Corp. (a)  7,400  7,783,855  50599W22
Korean Air  42,000  1,554,287  52299522
Korean Air (RFD) (a)   7,854  203,456  52299526
Kyung Nam Woolen Textile 
 Industries (a)  2,650  62,830  61699A22
Lotte Confectionary Co.   5,600  840,193  54499692
Midopa Co. (a)  4,352  82,438  59899E22
Miwon Co. Ltd.   4,500  138,870  61299693
Orion Electric Co. Ltd.   60,000  1,821,489  68699H22
Pohang Iron & Steel Co. Ltd.   77,855  8,590,518  73045092
Pohang Iron & Steel Co. Ltd. 
 sponsored ADR  20,500  673,938  73045010
Samsung Construction Co. Ltd.   49,887  1,983,840  90499J22
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
KOREA (SOUTH) - CONTINUED
Samsung Electronics Co. Ltd.   94,070 $ 17,278,127  79611092
 GDR Part Dividend (c)  2,983  96,953  79605080
 GDR (a)  8,765  525,900  79611094
 GDS (c)   72,000  4,320,000  79605020
 (RFD) (a)  2,952  494,376  79611098
Samsung Engineering &
 Construction Co. Ltd. (a)  12,606  461,764  90499J25
Sangup Securities Co. Ltd. (a)  153,650  3,488,760  80099C22
Sangup Securities Co. Ltd. (New) (a)  24,159  521,276  80099C23
Seoul Securities Co. (a)  2,800  49,175  83599P22
Shin Won Corp.   33,670  1,744,428  98499D92
Ssangyong Cement Co.   36,620  1,572,848  76899392
Tong Yang Cement Co.   5,000  203,851  93899C22
Yukong Ltd.   3,129  172,710  98899K25
   107,676,674
MALAYSIA - 14.2%
Aokam Perdana BHD  168,000  1,386,719  01899792
Aokam Perdana BHD Class A (RFD) (a)  132,000  1,032,763  01899795
Bandar Raya Development BHD  1,000,000  1,893,400  06000210
Bandar Raya Development BHD 
 (warrants) (a)  1,080,000  1,360,433  06000292
Berjaya Sports Toto BHD  2,738,000  4,262,984  08499E22
Commerce Asset Holding BHD  1,000,000  4,459,660  20099492
Country Heights Holdings BHD  400,000  977,996  22299D22
Daiman Development BHD  550,000  925,183  23499C23
EON (Edaran Otomobil Nasional) BHD  486,000  3,460,223  29599292
Econstates BHD (a)  1,410,000  3,750,812  27999222
Ekran BHD Ord. (a)  800,000  3,254,768  28299792
Ekran BHD Class A  1,026,000  3,973,554  28299793
Gamuda BHD  110,000  559,413  36499A92
Genting BHD   1,375,500  12,645,178  37245210
Kim Hin Industry BHD (warrants) (a)  40,000  64,156  49499C95
Land & General BHD   2,240,000  11,041,184  51499693
Leader Universal Holdings BHD  564,000  3,133,026  52199192
Malaysian Airlines System  2,290,000  6,136,536  56084110
Malaysia Assurance Alliance BHD (a)  1,233,000  2,725,263  56099Q22
Malayan Banking BHD  200,000  1,361,370  56090499
Malaysian Helicopter Services BHD  824,000  2,030,789  56099M22
Metacorp BHD  190,000  735,843  59099E92
Pacific Chemicals BHD  1,049,000  6,360,685  69599H22
Press Metal BHD  100,000  234,719  74199B22
Rashid Hussain BHD  300,000  927,138  75399492
Resorts World BHD  2,037,000  12,909,304  76199592
Sungei Way Holdings BHD  313,250  1,237,682  86799892
Sungei Way Holdings BHD 
 (warrants 1997) (a)  374,934  1,026,716  86799894
 (warrants 1999) (a)  44,750  73,176  89499H22
TH Loy Industries BHD (a)  330,000  1,258,679  87799A22
Taiping Consolidated BHD  1,200,000  2,699,268  95599B22
Technology Resources Industries BHD (a)  2,140,000  8,329,779  93699692
Tenaga Nasional BHD  300,000  1,596,087  92099992
United Engineers BHD  1,070,000  5,776,427  93099692
Westmont BHD (a)  50,800  359,699  98499G22
YTL Corp. BHD  550,000  3,119,804  98799092
YTL Corp. BHD (warrants) (a)  120,000  478,826  98799094
   117,559,242
PAKISTAN - 0.2%
Pakistan Telecommunications Voucher 
 GDR  (a) (c)  11,135  1,837,275  69584910
PHILIPPINES - 3.0%
Bacnotan Consolidated Industries, Inc.   37,660  450,316  08099423
Benpress Holdings Corp. GDR (c)  72,000  777,600  08230010
First Phillipines Holdings Corp.   622,420  3,127,113  33699492
 
 SHARES VALUE (NOTE 1)
 
First Phillipines Holdings Corp. (rights) (a)  230,540 $ 734,337  33699494
House of Investments, Inc.   2,062,000  4,309,642  44199C92
Manila Electric Co. Class B  174,185  2,450,351  58799A92
Metropolitan Bank & Trust Co.   140,000  4,135,852  59199D22
Metropolitan Bank & Trust Co. (rights) (a)  28,000  602,090  59199D23
Philippine Long Distance Telephone Co.   100,000  5,700,000  71825210
Philippine National Bank  60  941  71899392
SM Prime Holdings, Inc. (a)  987,000  337,199  83160592
Universal Robina Corp. (a)  2,071,500  1,810,905  91399F22
   24,436,346
SINGAPORE - 13.3%
City Developments Ltd.   1,010,400  5,953,651  17799010
City Developments Ltd. (warrants) (a)  5,913  23,362  17799025
Comfort Group Ltd. (a)  1,000,000  735,690  20099722
DBS Land Ltd.   900,000  3,157,353  24399292
Development Bank of Singapore Ltd. 
 (For. Reg.)  340,000  3,613,078  25159493
Hong Leong Finance Ltd. (For. Reg.)  540,000  2,059,943  44999D26
Ipco International Ltd.   200,000  1,000,000  46299D22
Intraco Ltd.   465,000  864,747  46099992
Jurong Cement Ltd.   500,000  1,958,445  48299792
Jurong Engineering Ltd.  335,000  2,270,607  49499692
Keppel Corp. Ltd.   1,870,000  17,196,875  49205199
O  41499725verseas Chinese Banking Corp.   350,000  3,767,029  68999610
Overseas Union Bank Ltd. (For. Reg.)  3,580,000  20,485,011  68990192
Singapore Finance Ltd. (warrants) (a)  54,000  53,706
Singapore International Airlines Ltd.  350,000  3,361,715  82868910
Singapore Press Holdings Ltd. (For. Reg.)  580,000  10,628,065  82999910
Singapore Shipbuilding & Engineering 
 (For. Reg.)  33,600  82,856  96599192
Ssangyong Cement Ltd.   1,140,000  4,271,113  75299093
Straits Steamship Co. Ltd. Ord.   1,900,000  6,794,951  86299292
United Overseas Bank Ltd. (For. Reg.)  1,900,000  20,837,870  91128092
Van Der Horst Ltd.  (a)  252,000  1,132,969  92099C22
   110,249,036
THAILAND - 18.3%
Advanced Information Service (For. Reg.)(a)  510,000  9,003,734  00799793
Bangkok Bank Ltd.  940,700  10,190,951  06099210
Bangkok Metropolitan Bank PCL (For. Reg.)  3,968,100  5,293,882  06199E23
Dhana Siam Finance & Securities PCL
 (For. Reg.)  170,900  4,553,128  24299593
Dhana Siam Finance & Securities PCL 
 (warrrants) (For. Reg.) (a)  210,000  3,623,159  24299599
Ekachart Finance & Security Co. 
 Ltd. (warrants) (For. Reg.) (a)  20,280  94,390  28199J24
Finance One PCL (For. Reg.)  310,100  6,270,929  31799E93
Finance One PCL (warrants) (For. Reg.) (a)  176,350  1,698,191  31799E96
First Pacific Land PCL (warrants) (a)  199,400  77,606  70699194
General Finance & Securities PCL 
 (For. Reg.)  332,800  3,685,464  36999693
Hemeraj Land & Development PCL
 (For. Reg.)  81,500  392,409  42399B23
Industrial Finance Corp. (For. Reg.)  400,000  1,035,188  45799896
International Broadcasting Corp.
 (For. Reg.)   363,200  2,725,130  45999E93
 (Loc. Reg.) (a)  16,800  126,052  45999E92
Italian Thai Development PCL
 (For. Reg.) (a)  160,000  2,105,685  46599F22
Krung Thai Bank:
 (For. Reg.)  1,940,900  6,619,439  50599293
 (Loc. Reg.)  169,900  579,444  50599292
COMMON STOCKS - CONTINUED
 SHARES VALUE  
  (NOTE 1)
THAILAND - CONTINUED
NTS Steel Group PCL (For. Reg.)  553,000 $ 1,364,583  64999893
National Finance & Securities PCL
 (For. Reg.)  160,000  943,707  63199593
National Finance & Securities PCL
 (rights) (a)  480,000  2,651,429  63599822
Nava Finance & Securities 
 Co. Ltd (For. Reg.)  110,000  856,237  63999B23
One Holding PCL (For. Reg.)  2,050,000  7,443,919  68299B23
Phatra Thanakit PCL (For. Reg.)  38,000  393,371  71799593
Phatra Thanakit PCL (rights) (For. Reg.) (a)  152,000  1,512,499  71799595
Property Perfect PCL (For. Reg.)   300,600  3,907,812  74399F23
Property Perfect PCL (warrants)
 (For. Reg.) (a)  66,800  251,944  74399F24
Quality Houses Co. Ltd. (For. Reg.)  250,000  1,745,375  74799G23
Sammakorn Co. Ltd. (For. Reg.)   140,000  814,509  79599F23
Securities One PCL (For. Reg.)  190,000  5,946,314  81399693
Shinawatra Computer &
 Communication PCL  10,000  311,359  94799192
Shinawatra Computer &
 Communication PCL (For. Reg.)   273,000  8,500,101  94799193
Siam Cement PCL (For. Reg.)  210,000  12,116,519  78799010
Siam City Cement Co. Ltd. (For. Reg.)  421,800  9,071,332  82570798
Siam Commercial Bank PCL (For. Reg.)  473,300  4,899,545  78851090
Supalai PCL (For. Reg.)  80,000  475,063  97199923
TPI Polene Co. Ltd. (For. Reg.)  709,900  7,690,609  94799093
TPI Polene Co. Ltd. (rights) (a)  177,475  1,851,442  94799094
Telecomasia Corp. PCL (a)  200,000  810,496  87928D92
Thai Airways International Ltd. (For. Reg.)  109,500  246,038  90799C93
Thai Farmers Bank PCL  901,900  7,961,243  90199010
Thai Military Bank Ltd. (For. Reg.)  1,346,400  6,266,603  90199989
United Communication Industry:
 (For. Reg.)  17,600  519,745  91399E23
 (Loc. Reg.)  12,400  366,184  91399E22
Univest Land PCL (For. Reg.)  1,070,000  3,992,694  91599F22
Wattachak PCL (For. Reg.) (a)  131,500  316,574  94299H23
   151,302,027
TOTAL COMMON STOCKS
 (Cost $713,146,764)   796,776,950
NONCONVERTIBLE PREFERRED STOCKS - 0.2%
KOREA (SOUTH) - 0.2%
Baik Yang Co. (a)  4,290  361,581  05699D23
Cheil Food & Chemical Industries (a)  13,500  509,754  16399C23
Samsung Electronics Co. Ltd.   11,040  1,101,022  79611095
TOTAL NONCONVERTIBLE PREFERRED STOCKS
 (Cost $2,161,449)   1,972,357
CLOSED-END INVESTMENT COMPANIES - 0.1%
UNITED KINGDOM - 0.1%
Korea Europe Fund IDR (Cost $690,000)  150  618,750  50799893
CORPORATE BONDS - 1.1%
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) AMOUNT (B) (NOTE 1)
CONVERTIBLE BONDS - 1.1%
KOREA (SOUTH) - 0.6%
Daewoo Corp. euro 0.25%, 
 12/31/08 - KRW 2,510,000 $ 2,698,250  23799BAB
Haitai Confectionary Co. 
 0.25%, 5/31/99  - CHF 1,250,000  785,913  404996AB
Jinro Ltd. euro 0.25%,
 9/30/09 -  500,000  451,250  732994AA
Samsung Electro-Mechanics Co.
 Ltd. 0.25%, 12/31/00 (c) - CHF 500,000  270,593  95099DAA
Shin Won Corp. euro 0.5% 
 12/31/08  -  350,000  367,500  98499DAA
   4,573,506
MALAYSIA - 0.4%
Berjaya Sport Culs 9%, 
 10/30/97  - MYR 1,225,000  1,763,521  08499EAB
Land & General BHD 4 1/2%, 
 12/31/94 - MYR 970,000  1,798,650  514996AA
   3,562,171
THAILAND - 0.1%
Siam Syntech Construction PCL 
 4 1/2%, 2/25/02 (c) -  1,500,000  915,000  825719AA
TOTAL CONVERTIBLE BONDS   9,050,677
NONCONVERTIBLE BONDS - 0.0%
THAILAND - 0.0%
Finance One PCL
 3 3/4%, 2/7/01 - THB 5,635  226,096  31799EAA
TOTAL CORPORATE BONDS
 (Cost $9,716,304)   9,276,773
REPURCHASE AGREEMENTS - 2.3%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
 (U.S. Treasury obligations), in a 
 joint trading account at 4.78% 
 dated 10/31/94 due 11/1/94 $ 18,969,518  18,967,000  99799N9L
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $744,681,517) $ 827,611,830
CURRENCY ABBREVIATIONS
KRW - Korean won
MYR - Malaysian ringgit
CHF - Swiss franc
THB - Thai baht
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(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 $12,559,341 or 1.5% of net
assets.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $1,519,490,570 and $1,200,682,832, respectively.
The fund participated in the interfund lending program as a lender. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $28,748,000 and $20,019,000,
respectively. The weighted average interest rate was 3.92%. Interest earned
from the interfund lending program amounted to $26,162 and is included in
interest income on the Statement of Operations (see Note 2 of Notes to
Financial Statements).
The fund participated in the bank borrowing program.  The maximum loan and
the average daily loan balances during the period for which loans were
outstanding amounted to $5,861,000 and $5,361,000, respectively. The
weighted average interest rate was 3.70% (see Note 7 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At October 31, 1994, the aggregate cost of investment securities for income
tax purposes was $750,182,911. Net unrealized appreciation aggregated
$77,428,919, of which $117,000,860 related to appreciated investment
securities and $39,571,941 related to depreciated investment securities. 
The fund hereby designates $2,547,765 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$13,400,297, or $0.24 per share. Taxes paid to foreign countries were
$1,111,840 or $0.02 per share.
INDUSTRY DIVERSIFICATION 
As a Percentage of Total Value of Investments (Unaudited)
Aerospace & Defense   2.1%
Basic Industries   7.5
Construction & Real Estate   20.5
Durables    2.5
Finance   21.5
Health   0.2
Holding Companies   4.8
Industrial Machinery & Equipment   5.9
Media & Leisure   6.3
Nondurables   4.1
Retail & Wholesale   0.7
Services   0.1
Repurchase Agreements   2.3
Technology   4.6
Transportation   6.1
Utilities   10.8
    100.0%
SOUTHEAST ASIA
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                  <C>           <C>             
 OCTOBER 31, 1994                                                                                                 
 
ASSETS                                                                                                            
 
Investment in securities, at value (including repurchase agreements of $18,967,000) (cost $744,681,517) -         $ 827,611,830   
See accompanying schedule                                                                                         
 
Cash                                                                                                               663,506        
 
Receivable for investments sold                                                                                   6,576,295      
 
Receivable for fund shares sold                                                                                   2,035,310      
 
Dividends receivable                                                                                                 872,941        
 
Interest receivable                                                                                               73,435         
 
Redemption fees receivable                                                                                        10,480         
 
 TOTAL ASSETS                                                                                                     837,843,797    
 
LIABILITIES                                                                                                       
 
Payable for investments purchased                                                                   $ 5,108,116                   
 
Payable for fund shares redeemed                                                                    5,399,749                    
 
Accrued management fee                                                                              431,983                      
 
Other payables and accrued expenses                                                                 1,169,854                    
 
 TOTAL LIABILITIES                                                                                                12,109,702     
 
NET ASSETS                                                                                                        $ 825,734,095   
 
Net Assets consist of:                                                                                            
 
Paid in capital                                                                                                   $ 738,891,731   
 
Distributions in excess of net investment income                                                                  (1,366,477     
                                                                                                                  )               
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions               5,271,958      
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies        82,936,883     
 
NET ASSETS, for 56,511,847 shares outstanding                                                                     $ 825,734,095   
 
NET ASSET VALUE and redemption price per share ($825,734,095 (divided by) 56,511,847 shares)                      $14.61         
 
Maximum offering price per share (100/97.00 of $14.61)                                                            $15.06         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>          <C>            
 YEAR ENDED OCTOBER 31, 1994                                                                   
 
INVESTMENT INCOME                                                               $ 13,029,171   
Dividends                                                                                      
 
Interest                                                                         1,711,124     
 
                                                                                 14,740,295    
 
Less foreign taxes withheld                                                      (1,111,840    
                                                                                )              
 
 TOTAL INCOME                                                                    13,628,455    
 
EXPENSES                                                                                       
 
Management fee                                                      6,231,794                  
Basic fee                                                                                      
 
 Performance adjustment                                             (633,730                   
                                                                   )                           
 
Transfer agent                                                      3,529,853                  
Fees                                                                                           
 
 Redemption fees                                                    (249,341                   
                                                                   )                           
 
Accounting fees and expenses                                        395,097                    
 
Non-interested trustees' compensation                               4,338                      
 
Custodian fees and expenses                                         2,235,995                  
 
Registration fees                                                   250,274                    
 
Audit                                                               55,994                     
 
Legal                                                               5,161                      
 
Interest                                                            1,103                      
 
Miscellaneous                                                       7,016                      
 
 TOTAL EXPENSES                                                                  11,833,554    
 
NET INVESTMENT INCOME                                                            1,794,901     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                            
Net realized gain (loss) on:                                                                   
 
 Investment securities                                              7,032,810                  
 
 Foreign currency transactions                                      (906,930     6,125,880     
                                                                   )                           
 
Change in net unrealized appreciation (depreciation) on:                                       
 
 Investment securities                                              8,847,826                  
 
 Assets and liabilities in foreign currencies                       6,570        8,854,396     
 
NET GAIN (LOSS)                                                                  14,980,276    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                 $ 16,775,177   
 
OTHER INFORMATION                                                                $763,269      
Sales Charges Paid to FDC                                                                      
 
</TABLE>
 
 Accounting fees paid to FSC           $395,097   
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                         <C>                <C>                  
INCREASE (DECREASE) IN NET ASSETS                                                           YEAR ENDED         APRIL 19, 1993       
                                                                                            OCTOBER 31,        (COMMENCEMENT        
                                                                                            1994               OF OPERATIONS) TO    
                                                                                                               OCTOBER 31, 1993
 
Operations                                                                                  $ 1,794,901        $ 338,637            
Net investment income                                                                       
 
 Net realized gain (loss)                                                                   6,125,880          (386,089)           
 
 Change in net unrealized appreciation (depreciation)                                       8,854,396          74,082,487          
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                            16,775,177         74,035,035          
 
Distributions to shareholders:                                                              (2,133,538)        -                   
From net investment income                                                                  
 
In excess of net investment income                                                          (1,834,307)        -                   
 
TOTAL DISTRIBUTIONS                                                                         (3,967,845)        -                   
 
Share transactions                                                                          1,349,887,034      464,080,850         
Net proceeds from sales of shares                                                           
 
 Reinvestment of distributions                                                              3,847,389          -                   
 
 Cost of shares redeemed                                                                    (1,048,177,751)    (38,754,143)        
 
 Redemption fees                                                                            7,700,655          307,694             
 
 Net increase (decrease) in net assets resulting from share transactions                    313,257,327        425,634,401         
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                   326,064,659        499,669,436         
 
NET ASSETS                                                                                  
 
 Beginning of period                                                                        499,669,436        -                   
 
 End of period (including under (over) distribution of net investment income of $(1,366,477) 
and $338,637,                                                                               $ 825,734,095      $ 499,669,436        
respectively)                                                                               
 
OTHER INFORMATION                                                                           
Shares                                                                                      
 
 Sold                                                                                       92,561,106         41,377,754          
 
 Issued in reinvestment of distributions                                                    259,959            -                   
 
 Redeemed                                                                                   (74,053,904)       (3,633,068)         
 
 Net increase (decrease)                                                                    18,767,161         37,744,686          
 
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.              
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                            <C>            <C>                  
SELECTED PER-SHARE DATA                                                                        YEAR ENDED     APRIL 19, 1993       
                                                                                               OCTOBER 31,   (COMMENCEMENT        
                                                                                                1994           OF OPERATIONS) TO    
                                                                                                              OCTOBER 31, 1993     
 
Net asset value, beginning of period                                                           $ 13.24        $ 10.00              
 
Income from Investment Operations                                                              
 
 Net investment income                                                                         .04            .01                 
 
 Net realized and unrealized gain (loss)                                                       1.23           3.22                
 
 Total from investment operations                                                              1.27           3.23                
 
Less Distributions                                                                             (.04)          -                   
From net investment income                                                                     
 
 In excess of net investment income                                                            (.03)          -                   
 
 Total distributions                                                                           (.07)          -                   
 
Redemption fees added to paid in capital                                                        .17            .01                 
 
Net asset value, end of period                                                                 $ 14.61        $ 13.24              
 
TOTAL RETURN B, C                                                                              10.87%         32.40%              
 
RATIOS AND SUPPLEMENTAL DATA                                                                   
 
Net assets, end of period (000 omitted)                                                        $ 825,734      $ 499,669            
 
Ratio of expenses to average net assets                                                        1.47%          2.00% A             
 
Ratio of expenses to average net assets before expense reductions                              1.47%          2.06% A             
 
Ratio of net investment income to average net assets                                           .22%           .45% A              
 
Portfolio turnover rate                                                                        157%           14% A               
 
A ANNUALIZED                                                                                   
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. 
C THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIOD SHOWN.   
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1994 
 
 
a SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Canada Fund, Fidelity Diversified International Fund, Fidelity
Emerging Markets Fund, Fidelity Europe Fund, Fidelity Europe Capital
Appreciation Fund, Fidelity International Growth & Income Fund, Fidelity
Japan Fund, Fidelity Latin America Fund, Fidelity Overseas Fund, Fidelity
Pacific Basin Fund, Fidelity Southeast Asia Fund and Fidelity Worldwide
Fund (the funds) are funds of Fidelity Investment Trust (the trust). The
trust is registered under the Investment Company Act of 1940, as amended
(the 1940 Act), as an open-end management investment company organized as a
Massachusetts business trust. Each fund is authorized to issue an unlimited
number of shares. The following summarizes the significant accounting
policies of the funds:
SECURITY VALUATION. Securities for which quotations are readily available
are valued at the last sale price, or if no sale price, at the closing bid
price in the principal market in which such securities are normally traded.
Securities, including restricted securities for which quotations are not
readily available, are valued primarily using dealer-supplied valuations or
at their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees. Korean
equity securities that have reached the limit for aggregate foreign
ownership and for which premiums to the local exchange prices may be paid
by foreign investors are valued at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees.  Short-term securities maturing within sixty days
of their purchase date are valued at amortized cost or original cost plus
accrued interest, both of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of each 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.
Effective November 1, 1993, the funds adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts and foreign
currency options, disposition of foreign currencies, currency gains and
losses realized between the trade and settlement dates on securities
transactions, and the difference between the amount of net investment
income accrued and the U.S. dollar amount actually received. Further, as
permitted under the SOP, the effects of changes in foreign currency
exchange rates on investments in securities are not segregated in the
Statement of Operations from the effects of changes in market prices of
those securities, but are included with the net realized and unrealized
gain or loss on investment in securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, each fund is not subject to U.S. federal
income taxes to the extent that it distributes all of its taxable income
for its fiscal year. Each fund may be subject to foreign taxes on income,
gains on investments or currency repatriation and accrues such taxes as
applicable. The schedules of investments include 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 funds are informed of the
ex-dividend date. 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 between the
funds in the trust.
PREPAID EXPENSES. FMR bears all organizational expenses except for
registering and qualifying a fund and shares of a fund for distribution
under federal and state securities law. These expenses were borne by Europe
Capital Appreciation and are being amortized over one year.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date. Certain foreign currency gains (losses) are taxable as
ordinary income and, therefore, increase (decrease) taxable ordinary income
available for distribution.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
futures transactions, foreign currency transactions, passive foreign
investment companies (PFIC), and losses deferred due to wash sales. Certain
funds 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 and may
affect net investment income per share. Undistributed net investment
income, accumulated net investment loss, or distributions in excess of net
investment income 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.
REDEMPTION FEES. Shares held in Emerging Markets, Latin America and
Southeast Asia less than 90 days are subject to a redemption fee equal to
1.50% of the proceeds of the redeemed shares. Shares held in Japan less
than 90 days are subject to a 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
REDEMPTION FEES - CONTINUED
redemption fee equal to 1.00% of the proceeds of the redeemed shares. A
portion of the fee is accounted for as a reduction of transfer agent
expenses. This portion of the redemption fee is used to offset the
transaction costs and other expenses that short-term trading imposes on
those funds and their shareholders. The remainder of the redemption fee is
accounted for as an addition to paid in capital. 
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost. 
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS Effective November
1, 1993, the funds adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the funds changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of October 31, 1993 have been reclassified as
follows:
  INCREASE (DECREASE) (INCREASE) DECREASE INCREASE (DECREASE) (INCREASE)
DECREASE
 INCREASE (DECREASE) IN UNDISTRIBUTED  IN ACCUMULATED  IN ACCUMULATED  IN
ACCUMULATED
FUND IN PAID IN CAPITAL NET INVESTMENT INCOME NET INVESTMENT LOSS NET
REALIZED GAIN NET REALIZED LOSS
Canada $ 992,455 $ - $ 237,762 $ (1,230,217) $ -
Diversified 
International  2,234  (1,181,221)  -  1,178,987  -
Emerging Markets  50,022  (120,832)  -  -  70,810
Europe  17,123,165  (8,962,504)  -  -  (8,160,661)
International 
Growth & Income  941,401  (3,608,501)  -  2,667,100  -
Japan  166  -  (364,505)  364,339  -
Latin America  -  26,874  -  (26,874)  -
Overseas  391,398,948  (4,020,684)  -  (387,378,264)  -
Pacific Basin  40,875,663  -  2,434,566  (43,310,229)  -
Southeast Asia  -  (97,222)  -  -  97,222
Worldwide  (47,579)  (689,914)  -  737,493  -
No adjustments were necessary for the Europe Capital Appreciation Fund.
b OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The funds may enter into forward
foreign currency contracts. These contracts involve market risk in excess
of the amount reflected in each applicable fund's Statement of Assets and
Liabilities. The face or contract amount in U.S. dollars, as reflected in
each applicable fund's schedule of investments under the caption "Forward
Foreign Currency Contracts", reflects the total exposure the fund has in
that particular currency contract. The U.S. dollar value of forward foreign
currency contracts is determined using forward currency exchange rates
supplied by a quotation service. Losses may arise due to changes in the
value of the foreign currency or if the counterparty does not perform under
the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The funds, through their respective custodians,
receive delivery of the underlying securities, whose market value is
required to be at least 102% of the resale price at the time of purchase.
The funds' investment adviser, Fidelity Management & Research Company
(FMR), is responsible for determining that the value of these underlying
securities remains at least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the funds, along with other
affiliated entities of FMR, may transfer uninvested cash balances into one
or more joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by the
SEC, the funds, 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
funds to borrow 
2. OPERATING POLICIES - CONTINUED
INTERFUND LENDING PROGRAM - CONTINUED
from, or lend money to, other participating funds. The schedules of
investments include information regarding interfund lending for the
applicable funds under the caption "Other Information."
DELAYED DELIVERY TRANSACTIONS. Each fund may purchase or sell securities on
a when-issued or forward commitment basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of the
underlying securities and the date when the securities will be delivered
and paid for are fixed at the time the transaction is negotiated. Each fund
identifies securities as segregated in its custodial records with a value
at least equal to the amount of the purchase commitment.
FUTURES CONTRACTS AND OPTIONS. The funds may invest in futures contracts,
and may also write options. These investments involve to varying degrees,
elements of market risk and risks in excess of the amount recognized in
each applicable fund's Statement of Assets and Liabilities. The face or
contract amounts, as reflected in each applicable fund's schedule of
investments under the captions "Purchased Options," "Written Options," or
"Futures Contracts," reflect the extent of the involvement each fund has in
the particular classes of instruments. Risks may be caused by an imperfect
correlation between movements in the price of the instruments and the price
of the underlying securities and interest rates. Risks also may arise if
there is an illiquid secondary market for the instruments, or due to the
inability of counterparties to perform.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
INDEXED SECURITIES. The funds may invest in indexed securities whose value
is linked either directly or inversely to changes in foreign currencies,
interest rates, commodities, indices, or other reference instruments.
Indexed securities may be more volatile than the reference instrument
itself, but any loss is limited to the amount of the original investment.
RESTRICTED SECURITIES. The funds are permitted to invest in privately
placed restricted securities. These securities 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. Restricted securities (excluding 144A issues) at the end of the
period are shown under the caption "Other Information" at the end of each
applicable fund's schedule of investments.
c JOINT TRADING ACCOUNT. 
At the end of the period, Worldwide had 20% or more of its total
investments in repurchase agreements through a joint trading account. These
repurchase agreements were with entities whose creditworthiness has been
reviewed and found satisfactory by FMR. The repurchase agreements were
dated October 31, 1994 and due November 1, 1994. The maturity values of the
joint trading account investments were $243,588,330 at 4.78%. The
investments in repurchase agreements through the joint trading account are
summarized as follows:
SUMMARY OF JOINT TRADING ACCOUNT
Number of dealers or banks 26
Maximum amount with one dealer or bank 10.3%
Aggregate principal amount of agreements $18,074,295,000
Aggregate maturity amount of agreements $18,076,694,215
Aggregate market value of collateral $18,470,937,775
Coupon rates of collateral 3% to 15 3/4%
Maturity dates of collateral 11/3/94 to 11/15/24
d PURCHASES AND SALES OF INVESTMENTS.
Information regarding purchases and sales of securities (other than
short-term securities), the market value of future contracts opened and
closed, and written options is included under the caption "Other
Information" at the end of each applicable fund's schedule of investments.
e FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As each 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 each 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 .2850% to .5200% for the period November 1, 1993
to July 31, 1994 and .2700% to .5200% for the period August 1, 1994 to
October 31, 1994. In the event that these rates were lower than the
contractual rates in effect during those periods, FMR voluntarily
implemented the above rates, as they resulted in the same or a lower
management fee. The annual individual fund fee rate is .45% for each fund
in the trust.
The basic fee for Canada, Diversified International, Europe, Japan,
Overseas, Pacific Basin, and Southeast Asia is subject to a performance
adjustment (up to a maximum of (plus/minus) .20%) based on each fund's
investment performance as compared to the appropriate index over a
specified period of time.
5. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
For the period, each fund's management fee was equivalent to the following
annual rates expressed as a percentage of average net assets:
Canada  .80%
Diversified International  .72%
Emerging Markets,  International 
 Growth & Income, Latin America and 
 Worldwide  .77%
Europe Capital Appreciation  .77%*
Europe  .72%
Japan   .75%
Overseas  .80%
Pacific Basin  .86%
Southeast Asia  .69%
* Annualized
SUB-ADVISER FEE. FMR, on behalf of the funds, entered into sub-advisory
agreements with affiliates of FMR. In addition, one of the sub-advisers,
Fidelity International Investment Advisors (FIIA), entered into a
sub-advisory agreement with its subsidiary, Fidelity International
Investment Advisors (U.K.) Limited (FIIAL U.K.). Under the sub-advisory
arrangements, FMR may receive investment advice and research services and
may grant the sub-advisers investment management authority to buy and sell
securities. FMR pays its sub-advisers either a portion of its management
fee or a fee based on costs incurred for these services. FIIA pays FIIAL
U.K. a fee based on costs incurred for either service.
SALES LOAD. Fidelity Distributors Corporation (FDC), an affiliate of FMR,
is the general distributor of the funds. FDC is paid a 3% sales charge on
sales of shares of each fund, except for International Growth & Income
which, effective June 1, 1994, became a no-load fund.  Prior to May 31,
1994, FDC was paid a 2% sales charge on sales of shares of International
Growth & Income.  The sales charge for Emerging Markets, Latin America and
Southeast Asia was waived through May 31, 1994. The sales charge for
Canada, Diversified International, Europe Capital Appreciation, Japan and
Worldwide has been waived through June 30, 1995. Additionally, beginning
May 31, 1994, the sales charge for Overseas and Pacific Basin has been
waived through June 30, 1995.
Shares of Canada, Europe, Pacific Basin and International Growth & Income
purchased before October 12, 1990 are subject to the deferred sales charge
upon redemption.
The amount received by FDC for sales charges and deferred sales charges are
shown under the caption "Other Information" on each applicable fund's
Statement of Operations.
TRANSFER AGENT FEE. Fidelity Service Co. (FSC), an affiliate of FMR, is the
funds' transfer, dividend disbursing and shareholder servicing agent. FSC
receives fees based on the type, size, number of accounts and the number of
transactions made by shareholders. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING FEE. FSC maintains the funds' accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses. The accounting and pricing fees paid to FSC are shown under the
caption "Other Information" on each fund's Statement of Operations.
BROKERAGE COMMISSIONS. Certain funds placed a portion of their portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms are shown under the caption
"Other Information" at the end of each applicable fund's schedule of
investments.
f TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Information regarding affiliated
companies is included under the caption "Other Information" at the end of
each applicable fund's schedule of investments.
g BANK BORROWINGS.
Each fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. Each fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, each fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding are shown under the caption "Other
Information" at the end of each applicable fund's schedule of investments.
h EXPENSE REDUCTIONS.
FMR directed certain portfolio trades to brokers who paid a portion of
certain funds' expenses. For the period, the expenses of Canada,
Diversified International, Emerging Markets, Europe, International Growth &
Income, Latin America, and Worldwide were reduced by $2,288, $2,633,
$2,803, $3,406, $10,070, $7,604 and $15,367, respectively, under this
arrangement.
i CONCENTRATION OF RISK.
The relatively large investments of Emerging Markets, Latin America and
Southeast Asia in countries with limited or developing capital markets may
involve greater risks than investments in more developed markets and the
prices of such investments may be volatile. The consequences of political,
social or economic changes in these markets may have disruptive effects on
the market prices of these funds' investments and the income they generate,
as well as the fund's ability to repatriate such amounts.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Investment Trust 
and the Shareholders of:
Fidelity Canada Fund,
Fidelity Diversified International Fund,
Fidelity Emerging Markets Fund,
Fidelity Europe Fund,
Fidelity International Growth & Income Fund,
Fidelity Japan Fund,
Fidelity Overseas Fund,
Fidelity Pacific Basin Fund
and Fidelity Worldwide Fund:
We have audited the accompanying statements  of assets and liabilities of
Fidelity Investment Trust: Fidelity Canada Fund,  Fidelity Diversified
International Fund, Fidelity Emerging Markets Fund, Fidelity Europe Fund,
Fidelity International Growth  &  Income Fund, Fidelity Japan Fund,
Fidelity Overseas Fund, Fidelity Pacific Basin Fund, and Fidelity Worldwide
Fund, including the schedules of portfolio investments, as of October 31,
1994, and the related statements  of operations for the year then ended,
the statements  of changes in net assets for each of the two years in the
period then ended and the financial highlights for each of the  periods
indicated. These financial statements and financial highlights are the
responsibility of the funds'  management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits  to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1994  by correspondence with the
custodians  and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Investment Trust: Fidelity Canada Fund,  Fidelity Diversified
International Fund, Fidelity Emerging Markets Fund, Fidelity Europe Fund,
Fidelity International Growth &  Income Fund, Fidelity Japan Fund, Fidelity
Overseas Fund, Fidelity Pacific Basin Fund, and Fidelity Worldwide Fund  as
of October 31, 1994, the results of their operations for the year then
ended, the changes in their net assets for each of the two years in the
period then ended, and the financial highlights for each of the periods
indicated,   in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 13, 1994
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Investment Trust and the Shareholders of
Fidelity Europe Capital Appreciation Fund, Fidelity Latin America Fund and
Fidelity Southeast Asia Fund:
In our opinion, the accompanying statements  of assets and liabilities,
including the schedules  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 Europe Capital Appreciation Fund, Fidelity Latin America Fund and
Fidelity Southeast Asia Fund  (funds  of Fidelity Investment Trust) at
October 31, 1994, the results of each of their operations for the period
then ended, the changes in each of their 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 Investment Trust'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 owned at October 31, 1994 by
correspondence with the custodians and brokers and the application of
alternative auditing procedures where confirmations from brokers were not
received, provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Boston, Massachusetts
December 13, 1994
INVESTMENT ADVISER 
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc.
 (FMR U.K.) London, England
Fidelity Management & Research (Far East) Inc.
 (FMR Far East) Tokyo, Japan
Fidelity Investments Japan Ltd. (FIJ)
Fidelity International Investment Advisors (FIIA)
Fidelity International Investment Advisors
 (U.K.) Limited (FIIAL U.K.)
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
Penelope Dobkin, VICE PRESIDENT, WORLDWIDE FUND
George C. Domolky, VICE PRESIDENT, CANADA FUND
Gregory Fraser, VICE PRESIDENT, DIVERSIFIED INTERNATIONAL
Simon Fraser, VICE PRESIDENT, PACIFIC BASIN FUND
Richard Hazelwood,, VICE PRESIDENT, EMERGING MARKETS
John R. Hickling, VICE PRESIDENT, OVERSEAS FUND
Patricia Satterthwaite, VICE PRESIDENT, LATIN AMERICA FUND
Sally Walden, VICE PRESIDENT, EUROPE FUND
Gary L. French, TREASURER
John H. Costello, ASSISTANT TREASURER
Leonard M. Rush, ASSISTANT TREASURER
Arthur S. Loring, SECRETARY
Robert H. Morrison, MANAGER, SECURITY TRANSACTIONS
BOARD OF TRUSTEES 
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR 
Fidelity Distributors Corporation
Boston, MA 
TRANSFER AND SHAREHOLDER
SERVICING AGENT 
Fidelity Service Co.
Boston, MA 
CUSTODIANS 
Chase Manhattan Bank, N.A.
New York, NY
DIVERSIFIED INTERNATIONAL FUND, INTERNATIONAL GROWTH & INCOME FUND,
OVERSEAS FUND, WORLDWIDE FUND, EUROPE FUND, EUROPE CAPITAL APPRECIATION
FUND, JAPAN FUND, PACIFIC BASIN FUND, EMERGING MARKETS FUND, SOUTHEAST ASIA
FUND
Brown Brothers Harriman & Co.
Boston, MA
CANADA FUND, LATIN AMERICA FUND 
FIDELITY INTERNATIONAL EQUITY FUNDS
Canada Fund
Emerging Markets Fund
Europe Fund
Europe Capital Appreciation Fund
Diversified International Fund
International Growth and Income Fund
International Value Fund
Japan Fund
Latin America Fund
Pacific Basin Fund
Southeast Asia Fund
Overseas Fund
Worldwide Fund
CORPORATE HEADQUARTERS 
82 Devonshire Street
Boston, MA 02109
1-800-544-8888
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes  1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE
 
   
BULK RATE
U.S. POSTAGE
P A I D
F I D E L I T Y
INVESTMENTS
   
(registered trademark)
P.O. Box 193
Boston, MA 02101
INT-12-94A



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